8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2010

GenCorp Inc.
(Exact name of registrant as specified in its charter)
Ohio	1-01520	34-0244000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Highway 50 and Aerojet Road, Rancho Cordova, California		95742
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 916-355-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Second Amendment to Senior Credit Facility:

On March 17, 2010, GenCorp Inc. (the “Company”) executed an amendment (the “Amendment”) to its $280.0 million senior credit facility.  The amendment, among other things, (1) permits the Company to repurchase or refinance its outstanding convertible subordinated notes and senior subordinated notes, subject to certain conditions; (2) permits the Company to incur additional senior unsecured or subordinated indebtedness, subject to specified limits and other conditions; (3) permits the Company to conduct a rescission offer, using stock and/or up to $15.0 million in cash, with respect to certain units issued under the GenCorp Savings Plan; (4) permits the Company to repurchase its stock, subject to certain conditions; (5) limits the circumstances under which the Company would have to mandatorily prepay loans under the senior credit facility with the proceeds from equity issuances; and (6) amends the definitions of the leverage ratio and net cash proceeds from permitted real estate sales.  The Amendment reduces the revolving credit facility (“Revolver”) capacity from $80.0 million to $65.0 million and the letter of credit subfacility capacity from $125.0 million to $100.0 million, and also removes an additional term loan facility of up to $75.0 million.  The Revolver remains undrawn, $74.8 million is outstanding under the letter of credit subfacility and $51.5 million is outstanding under the Company’s existing $75 million term loan subfacility.  Under the Amendment, the interest rate on LIBOR rate borrowings is LIBOR plus 325 basis points, an increase of 100 basis points, and the letter of credit subfacility commitment fee has been similarly amended.  The Amendment also provides for a commitment fee on the unused portion of the Revolver in the amount of 62.5 basis points, an increase of 12.5 basis points.

A copy of the Amendment is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Note Purchase Agreement:

On March 18, 2010, the Company entered into an agreement (the “Purchase Agreement”) with Beach Point Capital Management LP, on behalf of certain funds and accounts it manages, pursuant to which the Company repurchased $22.5 million principal amount of its 9 ½% Senior Subordinated Notes at 102% of par for an aggregate purchase price of $23.0 million, plus accrued but unpaid interest, and $14.3 million principal amount of its 2¼% Convertible Subordinated Debentures at 93% of par for an aggregate purchase price of $13.3 million, plus accrued but unpaid interest.  The Company anticipates that it will retire the repurchased securities.  The Company repurchased the debt using a portion of the net proceeds of its 4.0625% Convertible Subordinated Debentures issued in December 2009, and will record a charge of approximately $0.2 million in the second quarter of fiscal 2010, including the write-off of deferred financing costs associated with the retired debt.  The transaction described above was not the result of any solicitation by or on behalf of the Company.

A copy of the Purchase Agreement is filed as Exhibit 10.2 to this report and is incorporated herein by reference.

Item 8.01. Other Events.

On March 19, 2010, the Company issued a press release announcing the Amendment and the Company’s repurchase of certain of its outstanding debt securities.  A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Second Amendment to Credit Agreement, dated as of March 17, 2010, by and among GenCorp Inc., as borrower, the subsidiaries of the Borrower from time to time party thereto, as guarantors, and Wachovia Bank, National Association, as administrative agent for the lenders.
10.2	Purchase Agreement, dated as of March 18, 2010, between GenCorp Inc. and Beach Point Capital Management LP.
99.1	Press release, dated March 19, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

GENCORP INC.
By:	/s/ Kathleen E. Redd
	Name:	Kathleen E. Redd
	Title:	Vice President, Chief Financial Officer and Secretary

Dated: March 19, 2010

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of March 17, 2010, is by and among GENCORP INC., an Ohio corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto (the “Guarantors”), 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.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of June 21, 2007 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Required Lenders agree to certain amendments to the Credit Agreement; and

WHEREAS, the Required Lenders are willing to amend the Credit Agreement subject to the terms and conditions hereof.

NOW, THEREFORE, IN CONSIDERATION of the agreements herein contained, the parties hereby agree as follows:

SECTION 1

AMENDMENT

1.1           New Definitions.  The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“4.0625% Convertible Debentures” shall mean, collectively, those certain 4.0625% Convertible Subordinated Debentures due 2039 issued by the Borrower, as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder.

“Aggregate Refinancing Indebtedness Amount” shall have the meaning set forth in Section 6.1(e).

“Debt Repurchase” shall mean a redemption, repurchase, retirement or other satisfaction or extinguishment, including, without limitation, by optional redemption, required repurchase rights, exchange, open market and/or privately negotiated purchases, of Indebtedness.

“Designated Cash” shall mean, so long as there are no Revolving Loans outstanding, (a) cash and Cash Equivalents of the Borrower or any of its Subsidiaries subject to account control agreements in favor of the Administrative Agent that are in form and substance reasonably acceptable thereto and (b) cash and Cash Equivalents of the Borrower or any of its Subsidiaries that are held in a blocked account with the Administrative Agent or a separate account with an escrow agent, in each case that are earmarked for the permanent reduction of Indebtedness of any of the Credit Parties.

“Equity Repurchase” shall have the meaning set forth in Section 6.10(f).

“GDX Automotive SAS Judgments” shall mean any legal judgments rendered under French law against GDX Automotive SAS.

“GenCorp Savings Plan” shall mean the GenCorp Retirement Savings Plan, a defined contribution plan, as amended from time to time, which plan includes the GenCorp Stock Fund (a unitized stock fund that invests primarily in the Capital Stock of the Borrower, but also has small investments in cash and cash equivalents) that issues units to plan participants.

“Impacted Lender” means any Lender as to which (a) the Administrative Agent, the Swingline Lender or the Issuing Lender has actual knowledge that the Lender has defaulted, and continues to remain in default, in fulfilling its funding obligations under one or more other syndicated credit facilities, (b) the Lender or the entity that Controls the Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding, (c) with respect to which the Federal Deposit Insurance Corporation  has been appointed receiver or conservator by a federal or state chartering authority or otherwise pursuant to the FDI Act (12 U.S.C. § 11(c)), or (d) the Lender has notified  the Administrative Agent in writing  (or issued a public statement) that such Lender will not fund its obligations under this Agreement.

“Infrastructure Improvements” shall mean any real estate physical improvements (including, without limitation, grading, road building, landscaping, utility installations and other similar development improvements contemplated by or required for the permitted proposed redevelopment of the property) and related expenditures for such improvements (including without limitation, planning documentation, studies, engineering plans and plan fees in support of the physical improvements and permitting process).

“Refinancing Indebtedness” shall have the meaning set forth in Section 6.1(e).

“Rescission Offer” shall mean a rescission offer or offers to be launched by the Borrower under which the Borrower will offer (using cash and/or Capital Stock) to (a) rescind and repurchase the units (consisting, in part, of Capital Stock of the Borrower), including any unrealized losses with respect to such units, sold to or issued to Persons in the GenCorp Stock Fund of the GenCorp Savings Plan who may have been deemed to have purchased such units that were “sold” in violation of Section 5 of the Securities Act of 1933, as amended, or any similar state laws, (b) make payments to Persons who sold such units at a loss or who have unrealized losses with respect to such units and (c) pay interest to affected Persons; provided that the Rescission Offer shall not include the rescission of units purchased by participants after the effective date of the Borrower’s registration statement on Form S-8 dated June 30, 2008.

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“Second Amendment Effective Date” shall mean March 17, 2010.

1.2           Deleted Definitions.  The following definitions are hereby deleted in their entirety from Section 1.1 of the Credit Agreement:

“Incremental Term Loan”

“Incurrence Test”

“Refinance Period”

1.3           Amendment to Definition of Applicable Percentage.  The definition of Applicable Percentage set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Applicable Percentage” shall mean, for any day, a rate per annum equal to (a) 0.625% with respect to the Commitment Fee, (b) 2.25% with respect to Revolving Loans and Term Loans that are Alternate Base Rate Loans, (c) 3.25% with respect to Revolving Loans and Term Loans that are LIBOR Rate Loans and (d) 3.25% with respect to the Revolving LOC Commitment Fee.

1.4           Amendment to Definition of Cash Equivalents.  Clause (c) of the definition of Cash Equivalents set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within twelve (12) months of the date of acquisition,

1.5           Amendment to Definition of Equity Issuance.  The definition of Equity Issuance set forth in Section 1.1 of the Credit Agreement is hereby amended by (1) amending and restating clause (v) in its entirety and (2) adding a new clause (vii) to the end of such definition and making the appropriate punctuation and grammatical changes thereto, in each case to read as follows:

(v) any equity issuance the proceeds of which are used to refinance, or consummate a Debt Repurchase of, the Existing Subordinated Notes and/or the outstanding Term Loans, in whole or in part, in each case, as permitted by Section 6.1(e) or Section 6.10(f)

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(vii) any equity issuance issued in connection with the Rescission Offer.

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1.6           Amendment to Definition of Existing Subordinated Notes.  The definition of Existing Subordinated Notes set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Existing Subordinated Notes” shall mean, collectively, the 9.50% Senior Subordinated Notes, the 2.25% Convertible Notes, the 4.00% Convertible Notes and the 4.0625% Convertible Debentures, as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder.

1.7           Amendment to Definition of Leverage Ratio.  The definition of Leverage Ratio set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Funded Debt on such date minus Designated Cash to (ii) Consolidated EBITDAP.

1.8           Amendment to Definition of Net Cash Proceeds.  The definition of Net Cash Proceeds set forth in Section 1.1 of the Credit Agreement is hereby amended by adding the following clause (f) after clause (e) in such definition (but prior to the phrase “it being understood”) and making the appropriate punctuation and grammatical changes thereto to read as follows:

(f) expenditures incurred or accrued related to any Infrastructure Improvements with respect to any proposed or planned real estate development related to a Permitted Real Estate Sale or Permitted Real Estate Transfer; provided that such expenditures were incurred or accrued on or after December 1, 2007.

1.9           Amendment to Definition of Non-Cash and Other Adjustments.  The definition of Non-Cash and Other Adjustments set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Non-Cash and Other Adjustments” shall mean (i) charges associated with environmental reserve adjustments and (ii) all non-cash expenses or income incurred outside the normal course of business of the Credit Parties including litigation settlements and awards and other charges relating to legal matters, charges associated with impairments of tangible and intangible assets and any cancellation of debt income or similar income or gain realized in connection with the repurchase of any Indebtedness, including, without limitation, any Debt Repurchase.

1.10           Amendment to Definition of Permitted Investments.  The definition of Permitted Investments in Section 1.1 of the Credit Agreement is hereby amended by (1) amending and restating clause (k) in its entirety and (2) adding the following clauses (p), (q), (r)and (s) to the end of such definition and making the appropriate punctuation and grammatical changes thereto, in each case, to read as follows:

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(k)           Guaranty Obligations permitted pursuant to Section 6.1(e), 6.1(h), 6.1(k) and 6.1(l);

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(p)           the Rescission Offer;

(q)           Debt Repurchases of the Existing Subordinated Notes to the extent permitted by Section 6.10;

(r)           Equity Repurchases to the extent permitted by Section 6.10; and

(s)           Investments to the extent permitted by Section 6.4(a).

1.11           Amendment to Definition of Permitted Real Estate Sales.  The definition of Permitted Real Estate Sales set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Permitted Real Estate Sales” shall mean the sale of any owned real property of a Credit Party (a) subject to a Lien in favor of the Administrative Agent for the benefit of the Lenders or (b) not listed on Schedule 1.1(f) as such schedule may be updated from time to time with the consent of the Administrative Agent), in each case, that satisfies the following requirements:  (i) no Default or Event of Default shall exist at the time of such sale or be caused by such sale, (ii) such sale is for Fair Market Value and (iii) the Net Cash Proceeds of such sale are applied to the Loans to the extent required pursuant to Section 2.9(b).

1.12           Amendment to Section 2.1(a).  The second sentence of Section 2.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

For purposes hereof, the aggregate principal amount available for Revolving Loan borrowings hereunder shall be SIXTY-FIVE MILLION DOLLARS ($65,000,000)(as such aggregate maximum amount may be reduced from time to time as provided in Section 2.8, the “Revolving Committed Amount”).

1.13           Amendment to Section 2.2(a).  The following sentence is hereby added to the end of Section 2.2(a) of the Credit Agreement to read as follows:

The Revolving Issuing Lender shall be under no obligation to issue any Revolving Letter of Credit if any Revolving Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the Revolving Issuing Lender has entered into arrangements satisfactory to the Revolving Issuing Lender with the Borrower or such Revolving Lender to eliminate the Revolving Issuing Lender’s risk with respect to such Lender’s Revolving LOC Obligations.  The Revolving Issuing Lender shall provide prompt notice to the Borrower upon becoming aware of any Defaulting Lender or Impacted Lender.

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1.14           Amendment to Section 2.3(b)(i).  The following sentence is hereby added to the end of Section 2.3(b)(i) of the Credit Agreement to read as follows:

Notwithstanding anything to the contrary contained herein, the Swingline Lender shall not at any time be obligated to make any Swingline Loan hereunder if any Revolving Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the Swingline Lender has entered into arrangements satisfactory to the Swingline Lender with the Borrower or such Revolving Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Lender’s obligations in respect of its Swingline Commitment.  The Swingline Lender shall provide prompt notice to the Borrower upon becoming aware of any Defaulting Lender or Impacted Lender.

1.15           Amendment to Section 2.4(a).  The parenthetical in the first sentence of Section 2.4(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(as such amount may be increased by any Credit-Linked Purchase that is converted to Term Loans pursuant to Section 2.5(d)(ii), the “Term Loan Committed Amount”)

1.16           Amendment to Section 2.5(a)(i)(A).  Section 2.5(a)(i)(A) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(A) ONE HUNDRED MILLION DOLLARS ($100,000,000) (as reduced from time to time in accordance with the terms of Section 2.5(d)(ii) or Section 2.8(a), the “Credit-Linked LOC Committed Amount”) and

1.17           Amendment to Section 2.9(b)(vi).  Section 2.9(b)(vi) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(vi)           Issuances of Equity.  Promptly, upon receipt by any Credit Party or any of its Subsidiaries of proceeds from any Equity Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to the lesser of (A) 50% of the Net Cash Proceeds of such Equity Issuance and (B) an amount necessary to, after giving pro forma effect to any repayments of Indebtedness and other Debt Repurchases, reduce the Leverage Ratio to less than or equal to 3.0 to 1.0; provided that no prepayment under this Section 2.9(b)(vi) shall be required with respect to any Equity Issuance if the Leverage Ratio, after giving pro forma effect to any repayments of Indebtedness and other Debt Repurchases, is less than or equal to 3.0 to 1.0 (such prepayment to be applied as set forth in clause (x) below).

1.18           Amendment to Section 2.21.  The first sentence of Section 2.21 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

If any Lender shall (a) be a Defaulting Lender, (b) be an Impacted Lender or (c) become affected by any of the changes or events described in Sections 2.16, 2.17, 2.18 or 2.19 and shall petition the Borrower for any increased cost or amounts thereunder (in the case of any Lender falling under the category of clause (a), (b) or (c) above, a “Replaced Lender”), then in such case, the Borrower may, upon at least thirty (30) Business Days’ notice to the Administrative Agent and such Replaced Lender and so long as no Default or Event of Default has occurred and is continuing, designate a replacement lender (a “Replacement Lender”) acceptable to the Administrative Agent in its reasonable discretion, to which such Replaced Lender shall, subject to its receipt (unless a later date for the remittance thereof shall be agreed upon by the Borrower and the Replaced Lender) of all amounts owed to such Replaced Lender under Sections 2.16, 2.17, 2.18 or 2.19, assign at par all (but not less than all) of its rights, obligations, Loans and Commitments hereunder; provided, that all amounts owed to such Replaced Lender by the Borrower (except liabilities which by the terms hereof survive the payment in full of the Loans and termination of this Agreement) shall be paid in full as of the date of such assignment.

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1.19           Deletion of Section 2.22.  Section 2.22 of the Credit Agreement is hereby deleted in its entirety.

1.20           Amendment to Section 3.24.  The last sentence of Section 3.24 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Schedule 3.24 may be updated from time to time by the Borrower to include new Material Contracts and/or to remove Material Contracts to the extent (a) permitted by Section 6.8(a)(iii) to be cancelled, terminated, not renewed or  not extended or (b) it no longer meets the criteria to qualify as a Material Contract, in each case, by giving written notice thereof to the Administrative Agent.

1.21           Amendment to Section 6.1.  Section 6.1(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(e)           (i) Indebtedness of the Credit Parties and their Subsidiaries (other than the Permitted Real Estate Entities) pursuant to the Existing Subordinated Notes and (ii) senior unsecured or subordinated Indebtedness (such Indebtedness, “Refinancing Indebtedness”)  in an aggregate amount not to exceed the sum of (A) the outstanding Existing Subordinated Notes and outstanding Term Loans immediately prior to the incurrence of such Refinancing Indebtedness and (B) the aggregate amount of cash previously used to consummate Debt Repurchases of the Existing Subordinated Notes, in whole or in part, within the nine (9) month period prior to the incurrence of such Refinancing Indebtedness (collectively, the “Aggregate Refinancing Indebtedness Amount”); provided that (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the sum of (x) the Existing Subordinated Notes then outstanding after giving effect to such Refinancing Indebtedness, (y) the Term Loans then outstanding after giving effect to such Refinancing Indebtedness and (z) such Refinancing Indebtedness shall not exceed the Aggregate Refinancing Indebtedness Amount plus an amount equal to the aggregate costs, fees, accrued interest and call premiums incurred, on or after the Second Amendment Effective Date, in connection with the Debt Repurchase or other extinguishment of the Existing Subordinated Notes and/or Term Loans or in connection with the incurrence of Refinancing Indebtedness, (3) the Refinancing Indebtedness shall be issued on terms reasonably satisfactory to the Administrative Agent (such consent not to be unreasonably withheld or delayed), (4) the maturity date of such Refinancing Indebtedness shall be at least six (6) months after the Credit-Linked Maturity Date, (5) such Refinancing Indebtedness shall not be subject to mandatory amortization payments, (6) the instruments governing such Refinancing Indebtedness shall not contain financial maintenance covenants and (7) after giving effect to the incurrence of such Refinancing Indebtedness, the Indebtedness of the Credit Parties and their Subsidiaries shall not exceed $438,600,000 (i.e. the total Indebtedness of the Credit Parties and their Subsidiaries as of November 30, 2009) plus an amount equal to the aggregate costs, fees, accrued interest and call premiums incurred, on or after the Second Amendment Effective Date, in connection with the Debt Repurchase or other extinguishment of the Existing Subordinated Notes and/or Term Loans or in connection with the incurrence of Refinancing Indebtedness;

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1.22           Amendment to Section 6.4.  Each of Section 6.4(a)(v) and 6.4(a)(ix) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(v)           the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary (other than GDX Automotive SAS, Snappon SA or any other Foreign Subsidiary that is not a Significant Subsidiary) are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereof;

(ix)           the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (as amended, restated, supplemented or otherwise modified, the “Granite Agreement”);

1.23           Amendment to Section 6.10.  Section 6.10 of the Credit Agreement is hereby amended by (1) amending and restating clause (c)(ii) in its entirety, (2) deleting clause (c)(iii) in its entirety and (3) adding the following clause (f) to the end of such Section and, in each case, making the appropriate punctuation and grammatical changes thereto, in each case, to read as follows:

(ii)so long as no Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom, the Borrower and its applicable Subsidiaries may refinance the Existing Subordinated Notes, in whole or in part, on the terms set forth in Section 6.1(e)

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(f)  so long as no Default has occurred and is continuing, both immediately before and after giving effect to such Restricted Payment and the Credit Parties are in pro forma compliance with each of the financial covenants set forth in Section 5.9, the Borrower and its applicable Subsidiaries may (i) consummate the Rescission Offer with cash and/or Capital Stock; provided that the cash and/or Cash Equivalents used to consummate the Rescission Offer shall not exceed $15,000,000 in the aggregate, (ii) repurchase shares of the Borrower’s Capital Stock (an “Equity Repurchase”) in an aggregate amount not to exceed $25,000,000 per fiscal year; provided that (A) at the time of any such Equity Repurchase, all or substantially all (as determined by the Administrative Agent) of the 2.25% Convertible Notes shall have been retired or refinanced, (B) there shall be no Revolving Loans outstanding during the fifteen (15) days immediately preceding and during the fifteen (15) days immediately following the date of such Equity Repurchase and (C) the Borrower shall have at least $25,000,000 of cash and Cash Equivalents on its consolidated balance sheet after giving effect to such Equity Repurchase and (iii) consummate a Debt Repurchase, using cash on hand (including, without limitation, net proceeds from the offering of the 4.0625% Convertible Debentures or from an equity issuance)or via the issuance or incurrence of Refinancing Indebtedness, of the 9.50% Senior Subordinated Notes, the 4.00% Convertible Notes, the 2.25% Convertible Notes and/or, so long as after giving effect to such Debt Repurchase the Borrower has cash and Cash Equivalents on hand in an amount equal to or exceeding the amount necessary to satisfy the 2.25% Convertible Notes in full, the 4.0625% Convertible Debentures, in whole or in part; provided that (A) there shall be no Revolving Loans outstanding during the fifteen (15) days immediately preceding and during the fifteen (15) days immediately following the date of such Debt Repurchase and (B) the Borrower shall have at least $25,000,000 of cash and Cash Equivalents on its consolidated balance sheet after giving effect to such Debt Repurchase.

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1.24           Amendment to Section 6.12(b).  Section 6.12(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b) which the Borrower or any of its Subsidiaries intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by the Borrower or any of its Subsidiaries to any Person (other than the Borrower or any of its Subsidiaries) in connection with such lease, except for such sale leasebacks in the amount of $20,000,000 in the aggregate during the term of this Agreement.

1.25           Amendment to Section 7.1(f).  The last sentence of Section 7.1(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Notwithstanding the foregoing, (i) with respect to any Subsidiary that is not a Significant Subsidiary, none of the events above shall constitute a Default or an Event of Default unless such event shall not have been cured by the Borrower or applicable Subsidiary or waived by the Required Lenders within sixty (60) days of such event occurring and (ii) with respect to GDX  Automotive SAS and Snappon SA, none of the events above shall constitute a Default or an Event of Default if it is deemed by the Borrower to be in the best interest of the Borrower and it will not have a Material Adverse Effect.

1.26           Amendment to Section 7.1(g).  Section 7.1(g) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(g)            Judgment Default.  One or more judgments, orders, decrees or arbitration awards shall be entered against the Credit Parties or any of their Subsidiaries involving in the aggregate a liability (to the extent not paid when due or covered by insurance) of (i) with respect to the Snappon Judgments, $10,000,000 or more, (ii) with respect to the GDX Automotive SAS Judgments, $10,000,000 or more and (iii) with respect to all other  judgments, orders, decrees or arbitration awards, $5,000,000 or more, and all such judgments, orders, decrees or arbitration awards identified in clauses (i), (ii)  and (iii) above shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof.

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SECTION 2

REVOLVING COMMITTED AMOUNT

AND

CREDIT-LINKED LOC COMMITTED AMOUNT

Pursuant to Section 2.8(a) of the Credit Agreement, the Borrower hereby elects to permanently reduce (a) the Revolving Committed Amount to $65,000,000and (b) the Credit-Linked LOC Committed Amount to $100,000,000.  The Credit Parties and the Required Lenders hereby agree that, after giving effect to this Amendment on the Second Amendment Effective Date (i) the Revolving Committed Amount shall be reduced to $65,000,000 and (ii) the Credit-Linked LOC Committed Amount shall be reduced to $100,000,000 and the amount of such reduction of the Credit-Linked LOC Committed Amount shall be returned to the Credit-Linked Lenders on a pro rata basis by the Administrative Agent in accordance with Section 2.6(f) of the Credit Agreement.  With respect to the voluntary commitment reduction made pursuant to this Section, the Required Lenders hereby waive the voluntary commitment reduction notice required by Section 2.8(a).  The Required Lenders hereby acknowledge and agree that the Refinance Period will terminate as of the Second Amendment Effective Date.

SECTION 3

CONDITIONS TO EFFECTIVENESS

3.1           Conditions to Effectiveness.  This Amendment shall become effective as of the Second Amendment Effective Date upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)           Executed Amendment.  Receipt by the Administrative Agent of a copy of this Amendment duly executed by each of the Credit Parties and the Administrative Agent, on behalf of the Required Lenders.

(b)           Executed Consents.  Receipt by the Administrative Agent of executed consents, in substantially the form of Exhibit A attached hereto (each a “Lender Consent”), from the Required Lenders authorizing the Administrative Agent to enter into this Amendment on their behalf.  The delivery by the Administrative Agent of its signature page to this Amendment shall constitute conclusive evidence that the Lender Consents from the Required Lenders have been obtained.

(c)           Fees and Expenses.

(i)           The Administrative Agent shall have received from the Borrower, for the account of each Lender that executes and delivers a Lender Consent to the Administrative Agent by 5:00 p.m. (EDT) on or before March 17, 2010(each such Lender, a “Consenting Lender”, and collectively, the “Consenting Lenders”), an amendment fee in an amount equal to twenty-five (25) basis points on (A) the aggregate Revolving Commitments of such Consenting Lenders, (B) the outstanding principal amount of theTerm Loan held by such Consenting Lenders and (C) the outstanding principal amount of such Consenting Lenders’ Credit-Linked Deposit.

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(ii)           The Administrative Agent shall have received from the Borrower such other fees and expenses that are payable by the Borrower in connection with the consummation of the transactions contemplated hereby and Moore & Van Allen PLLC shall have received from the Borrower payment of all documented outstanding fees and expenses previously incurred and all documented fees and expenses incurred in connection with this Amendment.

(d)           Due Diligence.  The Administrative Agent shall have completed in form and scope satisfactory thereto its legal due diligence on the Borrower and its Subsidiaries.

(e)           Legal Opinion.  The Administrative Agent shall have received an opinion from Olshan Grundman Frome Rosenzweig & Wolosky LLP, dated as of the Second Amendment Effective Date and in form and substance acceptable to the Administrative Agent.

(f)           Miscellaneous.  All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

SECTION 4

MISCELLANEOUS

4.1           Representations and Warranties. Each of the Credit Parties represents and warrants as follows as of the Second Amendment Effective Date, after giving effect to this Amendment:

(a)           It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)           This Amendment has been duly executed and delivered by such Person and constitutes such Person’s valid and legally binding obligation, enforceable against such Person in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)           No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment, except for any required filings with the Securities and Exchange Commission.

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(d)           The representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) are true and correct as of the date hereof (except for those which expressly relate to an earlier date).

(e)           After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

(f)           The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.

(g)           The Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

4.2           Instrument Pursuant to Credit Agreement.  This Amendment is a Credit Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement.

4.3           Reaffirmation of Credit Party Obligations.  Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

4.4           Survival.  Except as expressly modified and amended in this Amendment, all of the terms and provisions and conditions of each of the Credit Documents shall remain unchanged.

4.5           Expenses.  The Borrower agrees to pay all reasonable, documented costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable expenses of the Administrative Agent’s legal counsel.

4.6           Further Assurances.  The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

4.7           Entirety.  This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and thereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof and thereof.

4.8           Counterparts; Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered upon the Administrative Agent’s request.

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4.9           No Actions, Claims, Etc.  As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

4.10           Waiver of Jurisdiction; Service of Process; Waiver of Jury Trial.  The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

4.11           Governing Law.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

4.12           Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the Credit Parties, the Administrative Agent, the Lenders and their respective successors and assigns.

[Signature Pages Follow]

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GENCORP INC.

SECOND AMENDMENT TO CREDIT AGREEMENT

The parties hereto have duly executed this Amendment as of the date first above written.

BORROWER:	GENCORP INC.,
	an Ohio corporation
	By:	/s/ Kathleen E. Redd
	Name:	Kathleen E. Redd
	Title:	Vice President, CFO and Secretary

GUARANTORS:	AEROJET-GENERAL CORPORATION,
	an Ohio corporation
	By:	/s/ Kathleen E. Redd
	Name:	Kathleen E. Redd
	Title:	Vice President, CFO and Secretary

AEROJET ORDNANCE TENNESSEE, INC.,
a Tennessee corporation
By:	/s/ Brian E. Sweeney
Name:	Brian E. Sweeney
Title:	Vice President and Secretary

ADMINISTRATIVE AGENT:	WACHOVIA BANK, NATIONAL ASSOCIATION,
	as a Lender and as Administrative Agent on behalf of the Required Lenders
	By:	/s/ Robert G. McGill Jr.
	Name:	Robert G. McGill Jr.
	Title:	Director

EX-10.2

Exhibit 10.2

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2010 by and among GenCorp Inc., an Ohio corporation (the “Company”), and each of the beneficial holders listed on Schedule I hereto (each, a “Holder,” and collectively, the “Holders”) of (i) the Company’s 2 1/4% Convertible Subordinated Debentures due 2024 (the “Convertible Notes”), which were issued pursuant to an Indenture (the “Convertible Notes Indenture”), dated as of November 23, 2004, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and/or (ii) the Company’s 9 1/2% Senior Subordinated Notes due 2013 (the “Subordinated Notes,” and together with the Convertible Notes, the “Notes”), which were issued pursuant to an Indenture (as supplemented, the “Subordinated Notes Indenture”), dated as of August 11, 2003, among the Company, the Guarantors (as defined therein) and the Trustee.

RECITALS

WHEREAS, the Company and each Holder have agreed, upon the terms and subject to the conditions set forth in this Agreement, that the Company shall purchase from such Holder, and such Holder shall sell to the Company, the principal amount of the Notes owned by such Holder as listed on Schedule I hereto, representing all of the Notes owned by such Holder.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I - PURCHASE OF NOTES

Section 1.01.           Purchase of Notes.  Upon the terms and subject to the conditions set forth in this Agreement, each Holder hereby agrees to sell to the Company, and the Company hereby agrees to purchase from such Holder, at the Closing the principal amount of the Notes held by such Holder, as set forth opposite such Holder’s name on Schedule I hereto, for the purchase price(s) set forth on Schedule I hereto (the “Purchase Price”).

Section 1.02.           Closing and Location.  The closing of the transactions contemplated hereby (the “Closing”) shall take place on the date hereof, or on such other date as shall be mutually agreed to by the Company and each Holder (the “Closing Date”), at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York, or such other place as shall be mutually agreed to by the Company and each Holder.

Section 1.03.           Delivery.  At the Closing, (a) each Holder shall effect by book entry, in accordance with the applicable procedures of the Depository Trust Company and the terms of the Convertible Notes Indenture or the Subordinated Notes Indenture, as the case may be, the delivery to the Company (or to its designee which may be the Trustee for the benefit of the Company) of the Notes held by such Holder as set forth opposite such Holder’s name on Schedule I and such Notes shall be cancelled or the amount outstanding under global certificates representing the Notes shall be decreased by the amount of Notes delivered hereunder and (b) the Company shall pay to each Holder such Holder’s Purchase Price by wire transfer of immediately available funds to an account designated in writing by such Holder.

Section 1.04.           Consummation of Closing.  All acts, deliveries and confirmations comprising the Closing, regardless of chronological sequence, shall be deemed to occur contemporaneously and simultaneously upon the occurrence of the last act, delivery or confirmation of the Closing and none of such acts, deliveries or confirmations shall be effective unless and until the last of same shall have occurred.

Section 1.05.           No Transfer of Notes After the Closing; No Further Ownership Rights in the Notes.  Upon consummation of the Closing, all Notes (or interests therein) purchased pursuant to this Agreement shall cease to be transferable and there shall be no further registration of any transfer of any such Notes or interests therein.  From and after the Closing, each Holder shall cease to have any rights with respect to such Holder’s Notes, including, without limitation, any payments of accrued and unpaid interest.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

Section 2.01.           Representations and Warranties of the Company.  The Company represents and warrants to each Holder that the following statements are true, correct and complete as of the date hereof:

(a)           Organization and Good Standing.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business.

(b)           Power and Authority.  It has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement.

(c)           Authorization.  The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action on its part.

(d)           Binding Obligation.  This Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(e)           No Conflicts.  The execution, delivery and performance by it of this Agreement do not and will not (i) violate any provision of law, rule or regulation applicable to it or its organizational or governing documents or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party.

(f)           Governmental Consents.  The execution, delivery and performance by it of this Agreement do not and will not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental or regulatory authority or body other than pursuant to the Securities Exchange Act of 1934, as amended.

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Section 2.02.           Representations and Warranties of Each Holder.  Each Holder on behalf of itself and not on behalf of the other Holders represents and warrants to the Company that the following statements are true, correct and complete as of the date hereof:

(a)           Organization and Good Standing.  It is a form of entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business.

(b)           Power and Authority.  It has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement.

(c)           Authorization.  The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.  Beach Point Capital Management LP is the investment manager of such Holder and, in such capacity, has the requisite power and authority to, and by its execution and delivery hereof does hereby, bind such Holder to this Agreement.

(d)           Binding Obligation.  This Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(e)           No Conflicts.  The execution, delivery and performance by it of this Agreement do not and will not (i) violate any provision of law, rule or regulation applicable to it or its organizational or governing documents or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party.

(f)           Governmental Consents.  The execution, delivery and performance by it of this Agreement do not and will not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental or regulatory authority or body.

(g)           Ownership of Notes.  The principal amount of Notes held by it as set forth on Schedule I hereto is an accurate amount and represents all of the Notes beneficially owned by it, and it is the beneficial owner thereof, free and clear of all liens, claims and encumbrances of any nature whatsoever (other than obligations pursuant to this Agreement).

ARTICLE III - MISCELLANEOUS

Section 3.01.           Release.  Each party hereto, on behalf of itself and its predecessors, successors and assigns, hereby unequivocally, irrevocably and unconditionally releases, surrenders, acquits and forever discharges the other parties hereto and their respective subsidiaries, directors, officers, stockholders, members, partners, employees, affiliates, agents, advisors, attorneys, representatives, predecessors, successors and assigns (collectively, the “Released Parties”), from any and all actions, causes of action, claims, suits, covenants, contracts, controversies, agreements, promises, indemnities, damages, judgments, remedies, demands and liabilities, of any nature whatsoever, in law, at equity or otherwise incurred prior to or as of the date hereof (collectively, the “Claims”), whether direct, derivative or otherwise, which have been, may be or ever could be asserted against any of the Released Parties, either for itself or otherwise for or on behalf of any other person, in connection with the Notes, the Convertible Notes Indenture and/or the Subordinated Notes Indenture, as the case may be, or the negotiations relating to or consummation of this Agreement or any of the transactions contemplated hereby, other than any Claims arising under this Agreement.

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Section 3.02.           Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  None of the parties may assign or delegate all or any part of its rights or obligations hereunder without the prior written consent of the other parties.

Section 3.03.           Entire Agreement.  This Agreement constitutes the entire understanding and agreement among the parties hereto with regard to the subject matter hereof and supersedes all prior agreements with respect thereto.

Section 3.04.           Effectiveness; Amendments.  This Agreement shall not become effective and binding on a party hereto unless and until a counterpart signature page to this Agreement has been executed and delivered by such party.  Once effective, this Agreement may not be modified, amended or supplemented, nor may any provision be waived, except in a writing signed by the Company and each of the Holders.

Section 3.05.           Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 3.06.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement.  Delivery of an executed signature page of this Agreement by telecopier or e-mail shall be effective as delivery of a manually executed signature page of this Agreement.

Section 3.07.           Headings.  The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

Section 3.08.           Representations and Releases to Survive.  The respective agreements, representations, warranties and other statements of the Company and of each Holder set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of such Holder or the Company, as the case may be, and will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.  The provisions of Section 3.01 shall survive the termination or cancellation of this Agreement.

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Section 3.09.           Governing Law; Jurisdiction.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws of the State of New York.  The parties hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the borough of Manhattan of the City, County and State of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby.  The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, jury trial and any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.  Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 3.10.           Notices.  All demands, notices, requests, consents and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered by courier service, messenger, telecopy, electronic mail, or if duly deposited in the mails, by certified or registered mail, postage prepaid-return receipt requested, to the following addresses, or such other addresses as may be furnished hereafter by notice in writing, to the following parties:

(a)           If to the Company, to:

GenCorp Inc.

Facsimile No.: (916) 351-8608

Attn: Kathleen E. Redd, Vice President, Chief Financial Officer and Secretary

Email: Kathy.Redd@Aerojet.com

(Mail address)

P.O. Box 537012 (Bldg 20019)

Sacramento, California 95853-7012

(Overnight delivery address)

Highway 50 and Aerojet Road

Bldg 20019 - MS 5611

Rancho Cordova, California 95670

with a copy to (which copy shall not constitute notice):

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Facsimile No.: (212) 451-2222

Attn: Jeffrey S. Spindler, Esq.

Email: jspindler@olshanlaw.com

(b)           If to a Holder, to its address set forth on its signature page hereto or such other address as provided to the parties in writing.

Section 3.11.           Specific Performance.  Each party hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other party(ies) to sustain damages for which such party(ies) would not have an adequate remedy at law for money damages, and therefore each party hereto agrees that in the event of any such breach the other party(ies) may seek the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief (without the requirement to post bond or other security) in addition to any other remedy to which such party may be entitled, at law or in equity.

Section 3.12.           Remedies Cumulative.  All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power or remedy thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

Section 3.13.           No Waiver.  The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

Section 3.14.           No Third Party Beneficiaries.  This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person who or which is not a party hereto.

Section 3.15.           No Joint Liability.  The Company acknowledges and agrees that each Holder is entering into this Agreement for its own account and not for or on behalf of any of the other Holders party hereto.  The obligations, representations, warranties and any other responsibilities of the Holders hereunder are several and not joint.  In no event shall any Holder have any liability whatsoever for the obligations, representations, warranties or any other responsibilities of any of the other Holders party hereto.

Section 3.16.           Representation by Counsel.  Each of the Company and each Holder acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.  Accordingly, any rule of law or any legal decision that would provide any party with a defense to the enforcement of the terms of this Agreement against such party based upon lack of legal counsel shall have no application and is expressly waived.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GENCORP INC.
By:	/s/ Kathleen E. Redd
	Name:	Kathleen E. Redd
	Title:	Vice President, Chief Financial Officer and Secretary

BEACH POINT CAPITAL MANAGEMENT LP, in its capacity as investment manager on behalf of each of the Holders listed in Schedule I
By:	/s/ Carl Goldsmith
	Name:	Carl Goldsmith
	Title:	Senior Portfolio Manager

Notice Address:

Beach Point Capital Management LP

11755 Wilshire Blvd., Suite 1400

Los Angeles, CA 90025

Facsimile No.: 310-996-9688

Attn: Lawrence M. Goldman

Email: lgoldman@beachpointcapital.com

SIGNATURE PAGE TO PURCHASE AGREEMENT

EX-99.1

Exhibit 99.1

News Release

For Immediate Release

GenCorp Announces Senior Credit Facility

Amendment and Repurchase of Debt

SACRAMENTO, Calif. – March 19, 2010 – GenCorp Inc. (NYSE: GY) announced today that it executed an amendment to its $280.0 million senior credit facility.  The amendment, among other things, (i) permits the Company to repurchase or refinance its outstanding convertible subordinated notes and senior subordinated notes, subject to certain conditions; (ii) permits the Company to incur additional senior unsecured or subordinated indebtedness, subject to specified limits and other conditions; (iii) provides more flexible terms surrounding the leverage ratio compliance; and (iv) permits the Company to conduct a rescission offer, using stock and/or cash up to $15.0 million, with respect to certain units issued under the GenCorp Retirement Savings Plan.

The amendment reduces the revolving credit facility capacity from $80.0 million to $65.0 million and the letter of credit subfacility capacity from $125.0 million to $100.0 million. In addition, the interest rate on LIBOR rate borrowings is LIBOR plus 325 basis points, an increase of 100 basis points, and the letter of credit subfacility commitment fee has been similarly amended.

On March 18, 2010, the Company also entered into an agreement with certain holders to repurchase $22.5 million principal amount of its 9 ½% senior subordinated notes at 102% of par, plus accrued and unpaid interest, and $14.3 million principal amount of its 2¼% convertible subordinated debentures at 93% of par, plus accrued and unpaid interest. The Company anticipates that it will retire the repurchased securities.  The Company repurchased the debt using a portion of the net proceeds of its 4 1/16% convertible subordinated debentures issued in December 2009.

Scott J. Seymour, GenCorp Inc. President and CEO and President, Aerojet, said, "We are pleased with the successful closing of this amendment which provides the Company with more flexibility to manage its capital structure and operations."

Forward-Looking Statements

Certain information contained in this release may be considered "forward-looking statements" as defined by Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. GenCorp makes these statements in reliance on the safe harbor provisions provided under the Private Securities Litigation Reform Act of 1995. All statements in this release other than historical information may be deemed forward-looking statements. These statements present (without limitation) the expectations, beliefs, plans and objectives of management and future financial performance and assumptions underlying, or judgments concerning, the matters discussed in the statements. The words "believe," "estimate," "anticipate," "project," "may," "should," "will," "could" and "expect," and similar expressions, are intended to identify forward-looking statements.

-more-

Forward-looking statements involve certain risks, estimates, assumptions and uncertainties, including with respect to future sales and activity levels, cash flows, contract performance, the outcome of litigation and contingencies, environmental remediation and anticipated costs of capital. A variety of factors could cause actual results or outcomes to differ materially from those expected and expressed in our forward-looking statements. These factors, risks and uncertainties that could cause actual results or outcomes to differ from those expressed in the forward-looking statements include but are not limited to those described in the "Risk Factors" section of each Annual Report on Form 10-K and in any quarterly report on Form 10-Q filed with the Securities and Exchange Commission.

About GenCorp

GenCorp is a leading technology-based manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the entitlement, sale and leasing of the Company's excess real estate assets. Additional information about the Company can be obtained by visiting the Company's web site at http://www.GenCorp.com.

Contact information:

Investors: Kathy Redd, chief financial officer 916.355.2361

Media: Linda Cutler, vice president, corporate communications  916.351.8650

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