REGISTRATION RIGHTS AGREEMENT by and among GenCorp Inc. and Morgan Stanley & Co. LLC Citigroup Global Markets Inc. Wells Fargo Securities, LLC SunTrust Robinson Humphrey, Inc. and the Guarantors party hereto from time to time Dated as of January 28, 2013Registration Rights Agreement • February 1st, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2013, by and among GenCorp Inc., an Ohio corporation (the “Company”), the guarantors signatory hereto from time to time (collectively, the “Guarantors”) and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc.,Wells Fargo Securities, LLC and SunTrust Robinson Humphrey, Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7.125% Second-Priority Senior Secured Notes due 2021 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
GENCORP INC., THE SUBSIDIARY GUARANTORS AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE AND COLLATERAL AGENT 7.125% SECOND-PRIORITY SENIOR SECURED NOTES DUE 2021 Indenture Dated as of January 28, 2013Indenture • February 1st, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
THIS INDENTURE, dated as of January 28, 2013, is between GenCorp Inc., an Ohio corporation (the “Company”), the Subsidiary Guarantors listed as signatories hereto and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Company has duly authorized the creation of its 7.125% Second-Priority Secured Notes due 2021 (the “Notes”) and to provide therefor the Company and the Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Notes:
ESCROW AGREEMENTEscrow Agreement • February 1st, 2013 • Gencorp Inc • Fabricated rubber products, nec • New York
The Escrow Agent and the Intermediary agree that all securities included in the Escrowed Property will be held in one or more Escrow Accounts which are “securities accounts” (as defined in Section 8-501 of the New York UCC) established with the Intermediary and all cash included in the Escrowed Property will be held in one or more Escrow Accounts which are deposit accounts (as defined in Section 9-102(a)(29) of the New York UCC) established with the Escrow Agent.
