S-4

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As filed with the Securities and Exchange Commission on October 6, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GenCorp Inc.
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization) 3714
Primary Standard Industrial
Classification Code Number) 34-0244000
(I.R.S. Employer
Identification No.)

GenCorp Inc.
Highway 50 and Aerojet Road
Rancho Cordova, California 95670
(916) 355-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Gregory K. Scott
Senior Vice President, Law; General Counsel and Secretary
GenCorp Inc.
P.O. Box 537012
Sacramento, California 95853-7012
(916) 355-4000
(Name, address, including zip code, and telephone number, including area code of agent for service)

Copies to:

Christopher M. Kelly
Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
(216) 586-3939

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

        If this Form is filed to register additional securities pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
91/2% Senior Subordinated Notes Due 2013	$150,000,000	100%	$150,000,000	$12,135
Guarantee of 91/2% Senior Subordinated Notes Due 2013(2)	—	—	—	$—	(3)
Total Registration Fee				$12,135

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f).

(2)

See inside facing page for additional registrant guarantors.

(3)

Pursuant to Rule 457(n), no registration fee is required with respect to the guarantee.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number	Address, Including Zip Code, and Telephone Number of Registrant Principal Executive Offices
Aerojet Fine Chemicals LLC	Delaware	68-0421004	Highway 50 & Aerojet Road Building 05019 Rancho Cordova, CA 95670 (916) 355-1000
Aerojet-General Corporation	Ohio	95-175-1500	Highway 50 & Aerojet Road Rancho Cordova, CA 95670 (916) 355-1000
Aerojet Investments Ltd.	California	68-0400628	Highway 50 & Aerojet Road Rancho Cordova, CA 95670 (916) 351-8584
Aerojet Ordnance Tennessee, Inc.	Tennessee	62-0810566	Old Highway 11 East Jonesborough, TN 37659 (423) 753-1200
GenCorp Property Inc.	California	68-0464686	Highway 50 & Aerojet Road Rancho Cordova, CA 95670 (916) 355-4000
GDX Automotive Inc.	Delaware	38-3283550	Highway 50 & Aerojet Road Rancho Cordova, CA 95670 (916) 355-4000
GDX LLC	Delaware	68-0464685	Highway 50 & Aerojet Road Rancho Cordova, CA 95670 (916) 355-4000
Penn International Inc.	Ohio	34-6514222	Highway 50 & Aerojet Road Rancho Cordova, CA 95670 (916) 355-4000
RKO General, Inc.	Delaware	13-1193040	Highway 50 & Aerojet Road Rancho Cordova, CA 95670 (916) 355-4000

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED OCTOBER 6, 2003

PROSPECTUS

GenCorp Inc.

Offer to exchange our 9¹/2% Senior Subordinated Notes due 2013,
which have been registered under the Securities Act,
for our outstanding 9¹/2% Senior Subordinated Notes due 2013

The Exchange Offer

•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.



•

You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.



•

The exchange offer expires at 5:00 p.m. New York City Time, on                        , 2003, unless extended. We do not currently intend to extend the expiration date, but, if extended, the exchange offer will remain open for a maximum of 45 business days after the date of this prospectus.

Resales of the Exchange Notes

•

We do not intend to list the exchange notes on any securities exchange or to seek approval through any automated quotation system, and no active public market for the exchange notes is anticipated.

        Each broker-dealer that receives exchange notes for its own account pursuant to the registered exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, after the expiration date of the exchange offer for as long as any broker-dealer has an obligation to deliver a prospectus in connection with any resale of these exchange notes, not to exceed 90 days, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with these resales. See "Plan of Distribution."

You should carefully consider the risk factors beginning on page 13 of this prospectus before deciding to participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2003

TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	13
Note Regarding Forward-Looking Statements	29
The Exchange Offer	31
Use of Proceeds	39
Capitalization	40
Selected Historical Financial Information of GenCorp Inc.	42
Selected Historical Financial Information of the ARC Propulsion Business	45
Financing Obligations and Other Commitments	46
Business	47
Market and Industry Data and Forecasts	53
Description of Other Indebtedness	53
Description of the Notes	56
Plan of Distribution	103
U.S. Federal Income Tax Considerations	104
Legal Matters	107
Experts	107
Where You Can Find More Information and Incorporation by Reference	107
Index to Financial Statements	F-1

        You should rely only on the information contained in this prospectus or in documents to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to make the exchange offer and by a broker-dealer for resales of exchange notes acquired in the exchange offer where it is legal to do so. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of the prospectus.

        The exchange notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The exchange notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada. The notes have been issued pursuant to the exemption from the prospectus requirements of the applicable Canadian provincial and territorial securities laws and may be sold in Canada only pursuant to an exemption therefrom.

SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether or not to participate in the exchange offer. For a more complete understanding of our company and this offering, we encourage you to read this entire document, including "Risk Factors," the financial information included elsewhere in this prospectus and the documents to which we have referred.

Unless otherwise indicated or required by the context, as used in this prospectus, the terms "we," "our" and "us" refer to GenCorp Inc. and all of our subsidiaries that are consolidated under accounting principles generally accepted in the United States, or GAAP. In October 2002, our wholly owned subsidiary, Aerojet, acquired General Dynamics Corporation's Ordnance and Tactical Systems Space Propulsion and Fire Suppression business, which we refer to in this prospectus as the Redmond Washington operations or the Redmond Washington business. In May 2003, Aerojet entered into an agreement to acquire substantially all of the assets related to the propulsion business of Atlantic Research Corporation, or ARC, a subsidiary of Sequa Corporation. We refer to the assets being acquired as the ARC propulsion business, and we refer to the acquisition of the ARC propulsion business as the ARC acquisition.

Our fiscal year ends on November 30 of each year. When we refer to a fiscal year, such as fiscal 2002, we are referring to the fiscal year ended on November 30 of that year. ARC's fiscal year ends on December 31 of each year. When we refer to a fiscal year for the ARC propulsion business, we are referring to the fiscal year ending on December 31 of that year.

When we refer to EBITDA, EBITDAP and total net debt in this prospectus, we are referring to the definitions of EBITDA, EBITDAP and total net debt contained under the heading "Summary Historical Financial Information of GenCorp Inc." in this section. For a reconciliation of cash provided by (used in) operating activities and net income, which we believe to be the closest GAAP liquidity measure and performance measure, respectively, to EBITDA, and of EBITDA to EBITDAP, and for an explanation of why we present EBITDA and EBITDAP information, see "Summary Historical Financial Information of GenCorp Inc." and related text included elsewhere in this prospectus.

Our Company

Overview

        We are a multinational diversified manufacturing and engineering company with operations in three business segments:

Aerospace and Defense — includes the operations of Aerojet-General Corporation, or Aerojet, which designs, develops and manufactures propulsion systems for space and defense applications, armament systems for precision tactical weapon and munitions applications, and advanced airframe structures. This segment also includes our real estate activities.

GDX Automotive — develops and manufactures vehicle sealing systems for automotive original equipment manufacturers, or OEMs.

Fine Chemicals — includes the operations of Aerojet Fine Chemicals LLC, or AFC, which manufactures and supplies custom manufactured active pharmaceutical ingredients and registered intermediates to pharmaceutical and biotechnology customers.

        For more information about our three business segments, including our real estate activities, see our Annual Report on Form 10-K for the fiscal year ended November 30, 2002.

Competitive Strengths

        We believe that we maintain a strong market position in each of our operating segments as a result of a number of factors, including:

•

a demonstrated history of technological innovation, engineering and successful product development;

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•

strong incumbent positions with core customers;



•

diversified businesses and product portfolio;



•

multi-year contracts with backlog; and



•

valuable real estate.

Business Strategy

        Our principal strategy is to leverage our strong incumbent positions and core competencies to drive growth. We believe that our Aerospace and Defense segment is well-positioned to benefit from expected growth in space-based commercial and military activities. GDX Automotive intends to continue its work to develop modular system solutions that provide incremental value to its OEM customers. AFC intends to capitalize on its simulated moving bed technology and its recently launched initiative to work with biotechnology companies who are seeking to outsource manufacturing to drive growth. We also intend to continue our cost-reduction initiatives, to pursue opportunities to maximize the value of our substantial real estate holdings and to pursue selective acquisition and other strategic transactions that expand upon or refine our current product base or technological capabilities.

Proposed Acquisition of the ARC Propulsion Business

        On May 2, 2003, Aerojet entered into an agreement to acquire substantially all of the assets related to the propulsion business of ARC for $133 million plus transaction costs. Aerojet's acquisition of the ARC propulsion business is expected to close upon receipt of regulatory and other approvals, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. We currently expect to receive the necessary approvals and to be able to close the ARC acquisition in October 2003. There can be no assurance, however, that we will receive the approvals or that we will be able to consummate the transaction on terms acceptable to us or within the time period contemplated, if at all.

        ARC is a leading developer and manufacturer of advanced solid rocket propulsion systems, gas generators and auxiliary rocket motors for both space and defense applications. ARC produces propulsion systems primarily for tactical weapons, including the Standard Missile, Army Extended Range Multiple Launch Rocket System, Army Tactical Rocket System, Trident, Javelin, Patriot Advanced Capability-3, Stinger and Tomahawk. With this acquisition, Aerojet will become the second leading provider in the $1.3 billion domestic solid propulsion marketplace and a market leader in the tactical missile propulsion segment of that market. In addition, Aerojet will acquire a portfolio of long-term production programs and enhance its opportunities in missile defense applications, tactical weapons, and the development of hypersonic systems and advanced propellant technology. For the fiscal year ended December 31, 2002, the ARC propulsion business had sales of approximately $144 million, net loss of $102 million, after the effect of a change in accounting principle, and EBITDA of approximately $17 million.

        For the fiscal year ended November 30, 2002, on a pro forma basis after giving effect to the Redmond Washington acquisition that we completed in October 2002, the ARC acquisition, the offering of the outstanding notes and the application of the net proceeds of that offering to finance the ARC acquisition and repay indebtedness outstanding under our revolving credit facility as if each of these transactions had occurred as of December 1, 2002, our ratio of total net debt to EBITDAP would have been 3.9 to 1.0. When we calculate pro forma financial information about us, after giving effect to the ARC acquisition, for the fiscal year ended November 30, 2002, we have calculated the information using historical information for the fiscal year ended November 30, 2002 for GenCorp Inc. and our consolidated subsidiaries, including the Redmond Washington operations, and historical information for the fiscal year ended December 31, 2002 for the ARC propulsion business. Total net debt and EBITDAP are non-GAAP financial measures. For a reconciliation of EBITDAP to cash flows from operations and net income, and of total net debt to total debt, which we believe to be the closest GAAP measures to EBITDAP and total net debt, respectively, and for an explanation of why we

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present these non-GAAP financial measures see "—Summary Historical Financial Information of GenCorp Inc.," including footnotes (4), (5) and (6) to the table included therein, on pages 10 through 12 of this prospectus.

        In connection with the offering of the outstanding notes and the ARC acquisition, we obtained the consent of the lenders under our senior credit facilities to an amendment and waiver under those facilities. The amendment and waiver, among other things, permitted the issuance of the outstanding notes and exclude, subject to certain limitations as described under "Use of Proceeds," the net proceeds of that offering to be used to finance the purchase price for the ARC acquisition from the mandatory prepayment provisions of the senior credit facilities. The amendment and waiver also amended certain of the financial and other covenants contained in the senior credit facilities to account for the ARC acquisition and the additional indebtedness that we incurred in connection with this acquisition. After the offering of the outstanding notes, we obtained the consent of the lenders under our senior credit facilities to another amendment under those facilities, which further amended certain financial ratios contained in the senior credit facilities and modified the limitations on our use of the net proceeds from the offering pending the completion of the ARC acquisition. For more information, see "Description of Other Indebtedness—Senior Credit Facilities."

Recent Developments

        On October 6, 2003, GenCorp Inc. announced financial results for the third quarter of fiscal 2003 and the nine months ended August 31, 2003. We reported a loss of $2 million, or ($0.05) per share, for the third quarter of fiscal 2003 compared to earnings of $8 million, or $0.19 per share, for the third quarter of fiscal 2002. Earnings for the first nine months of fiscal 2003 were $11 million, or $0.24 per share, compared with $17 million, or $0.40 per share, last year. Compared with the prior year, pre-tax income from employee retirement benefit plans was $9 million lower for the third quarter and $28 million lower for the first nine months.

        Sales for the third quarter of fiscal 2003 were $283 million, a 6% improvement over the third quarter 2002. Sales for the first nine months of 2003 were $869 million, a 6% improvement over last year. Sales increases for both periods reflect Aerojet's acquisition in October 2002 of the Redmond Washington operations, as well as a $15 million real estate sale in the third quarter of fiscal 2003.

        As of August 31, 2003, we had cash of $61 million, restricted cash of $95 million and $97 million in availability under our credit facilities.

        Aerospace and Defense.    Aerospace and Defense sales for the third quarter of fiscal 2003 were $99 million, up 57% from the third quarter of fiscal 2002. Sales for the first nine months of 2003 were $246 million, up 22% over the same period in fiscal 2002. Sales from the Redmond Washington operations contributed $16 million in the third quarter and $42 million in the first nine months. Programs contributing to sales gains included liquid and solid systems for missile defense applications, Boeing HyFly and Atlas V, while lower volumes were experienced on various other programs, including NASA programs. In addition, the sale of an existing office complex in the third quarter contributed $15 million.

        Operating profit for the third quarter of fiscal 2003 was $21 million compared to $14 million in the third quarter of fiscal 2002. Operating profit for the first nine months of 2003 was $41 million compared to $44 million for the same period in fiscal 2002. Operating profit for the quarter and year to date reflect a $10 million gain on the sale of real estate in the third quarter. Operating profit also reflects the impact of contributions from the Redmond Washington operations and increased volumes on programs for liquid and solid systems for missile defense applications, offset in part by decreased profit contributions from other programs and lower income from employee retirement plans of $5 million for the third quarter and $15 million for the first nine months of the year.

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        Contract backlog was $696 million at the end of the third quarter of fiscal 2003 compared to $773 million as of November 30, 2002. Funded backlog, which includes only those contracts for which money has been directly authorized by the U.S. Congress, or for which a firm purchase order has been received from a commercial customer, was $343 million at the end of the third quarter of fiscal 2003 compared to $416 million as of November 30, 2002. The decrease in backlog is primarily attributed to the Titan program which was restructured in the first quarter of fiscal 2003, reducing funded backlog by $58 million. Aerojet expects this funding to be incrementally restored in future years.

        GDX Automotive.    GDX Automotive sales for the third quarter of fiscal 2003 were $174 million, down 8% from the third quarter of fiscal 2002. Sales for the first nine months were $579 million, down 2% from the same period in fiscal 2002. Sales decreases reflect lower volumes and increased price allowances to major customers, offset in part by favorable currency exchange rates.

        GDX Automotive reported an operating loss of $14 million for the third quarter of fiscal 2003 compared to operating income of $5 million for the third quarter of fiscal 2002. The unfavorable third quarter 2003 operating results reflect lower sales volumes, increased price allowances, increased costs associated with the launch of new vehicle platforms, unscheduled shutdowns due to OEM labor issues in Europe, costs incurred with respect to personnel actions taken at GDX Headquarters and lower income from employee retirement benefit plans of $2 million for the third quarter. In addition, during the third quarter, GDX recorded a $3 million charge related to the correction of accounting for certain customer pricing allowances and vendor rebates. The transactions were not material to the periods in which they were initially recorded.

        Operating profit for the first nine months of fiscal 2003 was $7 million compared to $25 million in the first nine months of fiscal 2002. Lower sales volumes, increased price allowances and the effect of other impacts discussed above contributed to the decline in operating income, as did lower income from employee retirement benefit plans of $6 million. Operating profit for the first nine months of 2003 included $2 million from favorable foreign currency exchange rates.

        AFC.    AFC sales in the third quarter of fiscal 2003 totaled $12 million compared to $13 million in the third quarter of fiscal 2002. For the first nine months of fiscal 2003, sales were $46 million compared to $28 million for the first nine months of fiscal 2002. As a contract manufacturer and ingredient supplier to pharmaceutical and biotechnology companies, AFC's sales trends reflect, to a large extent, demand for its customers' end products.

        Operating profit for the third quarter of fiscal 2003 was $2 million, compared to $3 million in the same period of fiscal 2002. The decline in operating profit reflects slightly lower volumes and changes in product mix. For the first nine months of fiscal 2003, operating profit was $8 million, compared to a loss of $1 million for the same period of fiscal 2002. The operating profit improvements reflect higher sales volumes and operating improvements.

        Corporate and Other Expenses.    Interest expense increased to $6 million in the third quarter of fiscal 2003 from $4 million in the third quarter of fiscal 2002. For the first nine months of fiscal 2003, interest expense increased to $17 million from $11 million during the same period of fiscal 2002. The increase is due primarily to additional debt incurred for the acquisition of the Redmond Washington operations in October 2002.

        Corporate and other expenses increased to $9 million in the third quarter of fiscal 2003 from $6 million in the third quarter of 2002. Corporate and other expenses increased to $25 million in the first nine months of 2003, up $4 million from the same period of fiscal 2002. These increases were due primarily to lower income from employee retirement benefit plans and increases in professional service fees and compensation costs. Costs in fiscal 2002 also included $6 million in costs for the accounting review of prior periods' results.

        The income tax benefit for the third quarter of fiscal 2003 includes $1 million in settlements and reductions in of prior estimates based on final tax filings in the quarter.

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Corporate Organization

        The following chart illustrates our business and the obligors on our indebtedness following the issuance of the outstanding notes:

         Our principal executive offices are located at Highway 50 and Aerojet Road, Rancho Cordova, California 95670. Our mailing address is P.O. Box 537012, Sacramento, California 95853-7012, and our telephone number is (916) 355-4000. Our common stock is listed on the New York Stock Exchange under the symbol "GY." We maintain a website at www.gencorp.com; however, the information on our website is not part of this prospectus, and you should rely only on the information contained in this prospectus and in the documents incorporated into this prospectus by reference when making a decision as to whether or not to participate in the exchange offer.

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The Exchange Offer

The Exchange Offer	We are offering to exchange up to $150,000,000 aggregate principal amount of our registered 91/2% Senior Subordinated Notes due 2013 for an equal principal amount of our outstanding 91/2% Senior Subordinated Notes due 2013. The terms of the exchange notes are identical in all material respects to those of the outstanding notes, except for transfer restrictions and registration rights relating to the outstanding notes.
Purpose of the Exchange Offer	The exchange notes are being offered to satisfy our obligations under a registration rights agreement entered into at the time we issued and sold the outstanding notes.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on                   , 2003, or on a later date and time to which we extend it, but, if extended, the exchange offer will remain open for a maximum of 45 business days after the date of this prospectus. The tender of outstanding notes in the exchange offer may be withdrawn at any time prior to the expiration date. The exchange date will be the second business day following the expiration date. Any outstanding notes that are not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.
Procedures for Tendering Outstanding Notes	Each holder of outstanding notes wishing to accept the exchange offer must complete, sign and date the letter of transmittal, or its facsimile, in accordance with its instructions, and mail or otherwise deliver it, or its facsimile, together with the outstanding notes and any other required documentation to the exchange agent at the address in the letter of transmittal. Outstanding notes may be physically delivered, but physical delivery is not required if a confirmation of a book-entry transfer of the outstanding notes to the exchange agent's account at DTC is delivered in a timely fashion. See "The Exchange Offer—Procedures for Tendering Outstanding Notes."
Conditions to the Exchange Offer	The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange. The exchange offer is subject to customary conditions, which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "The Exchange Offer—Conditions to the Exchange Offer."
Exchange Agent	The Bank of New York
U.S. Federal Income Tax Considerations	Your exchange of an outstanding note for an exchange note will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each exchange note received as you had immediately prior to the exchange in the corresponding outstanding note surrendered. See "U.S. Federal Income Tax Considerations."

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The Exchange Notes

The terms of the exchange notes are identical in all material respects to those of the outstanding notes, except for the transfer restrictions and registration rights relating to the outstanding notes that do not apply to the exchange notes.

Issuer	GenCorp Inc.
Securities Offered	$150,000,000 principal amount of 91/2% Senior Subordinated Notes due 2013.
Maturity	August 15, 2013.
Interest Rate	91/2% per year, calculated using a 360-day year.
Interest Payment Dates	August 15 and February 15, beginning on February 15, 2004. Interest will accrue from the last interest payment date on which interest was paid, or if no interest has yet been paid, from the issue date of the outstanding notes.
Ranking	The exchange notes will be our senior subordinated unsecured obligations and will:
	•	rank junior in right of payment to all of our existing and future senior indebtedness, including borrowings under our senior credit facilities;
	•	rank equal in right of payment with all of our existing and future senior subordinated indebtedness;
	•	rank senior in right of payment to all of our existing and future subordinated indebtedness; and
	•	be effectively subordinated in right of payment to all of our existing and future secured indebtedness, including indebtedness under our senior credit facilities, to the extent of the value of the assets securing the indebtedness, and to all indebtedness and other liabilities, including trade payables, of our current and future subsidiaries that do not guarantee the exchange notes.
	Similarly, the guarantees of the exchange notes will be senior subordinated unsecured obligations of the guarantors, which will initially consist of our material domestic subsidiaries, and will:
	•	rank junior in right of payment to all of the applicable guarantor's existing and future senior indebtedness, including guarantees under our senior credit facilities;
	•	rank equal in right of payment with all of the applicable guarantor's existing and future senior subordinated indebtedness;
	•	rank senior in right of payment to all of the applicable guarantor's existing and future subordinated indebtedness; and
	•	be effectively subordinated in right of payment to all of the applicable guarantor's existing and future secured indebtedness, including the applicable guarantor's guarantee under our senior credit facilities, to the extent of the value of the assets securing the indebtedness, and to all indebtedness and other liabilities, including trade payables, of any of our subsidiaries that do not guarantee the exchange notes.

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	As of May 31, 2003, on a consolidated basis:
	•	we had approximately $248 million of senior indebtedness outstanding, all of which was secured, including $18 million of indebtedness of foreign subsidiaries, $13 million of which is guaranteed by us on a senior unsecured basis;
	•	we had approximately $58 million of unused availability under our senior credit facilities;
	•	the guarantors had no senior indebtedness outstanding, other than guarantees of our senior indebtedness;
	•	our subsidiaries that are not guarantors had approximately $136 million of indebtedness and other liabilities outstanding, including trade payables; and
	•	we had $150 million of indebtedness that would have been subordinated to the exchange notes.
	Assuming that we complete the ARC acquisition and use a portion of the net proceeds from the offering of the outstanding notes to finance that acquisition and giving effect to the amount that we intend to reborrow under our revolving credit facility to complete that acquisition, on a pro forma basis after giving effect thereto, as of May 31, 2003:
	•	we would have had approximately $238 million of senior indebtedness outstanding, all of which would have been secured, including $18 million of indebtedness of foreign subsidiaries, $13 million of which is guaranteed by us on a senior unsecured basis;
	•	we would have had approximately $68 million of unused availability under our senior credit facilities; and
	•	the guarantors would have had no senior indebtedness outstanding, other than guarantees of our senior indebtedness.
	Assuming that we do not complete the ARC acquisition and instead use all of the net proceeds from the offering of the outstanding notes to repay outstanding indebtedness under our senior credit facilities, on a pro forma basis after giving effect thereto, as of May 31, 2003:
	•	we would have had approximately $103 million of senior indebtedness outstanding, all of which would have been secured, including $18 million of indebtedness of foreign subsidiaries, $13 million of which is guaranteed by us on a senior unsecured basis;
	•	we would have had approximately $103 million of unused availability under our senior credit facilities; and
	•	the guarantors would have had no senior indebtedness outstanding, other than guarantees of our senior indebtedness.
Guarantees	The exchange notes will be fully and unconditionally guaranteed on a senior subordinated unsecured basis by our material domestic subsidiaries. The exchange notes will not, however, be guaranteed by our other subsidiaries. Our non-guarantor subsidiaries contributed 43% of our total net sales, 60% of our net income and 44% of our EBITDA for the fiscal year ended November 30, 2002, and 44% of our total net sales, 85% of our net income and 50% of our EBITDA for the six months ended May 31, 2003. Excluding intercompany balances, our non-guarantor subsidiaries represented 28% of our total assets as of May 31, 2003.
	If we create or acquire a new material domestic subsidiary, it will guarantee the exchange notes unless we designate the subsidiary as an "unrestricted subsidiary" under the indenture.

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Optional Redemption	We may redeem some or all of the exchange notes, at our option, at any time on or after August 15, 2008 at the redemption prices listed under "Description of the Notes — Optional Redemption," plus accrued and unpaid interest and additional interest, if any, to the date of redemption.
	In addition, at any time prior to August 15, 2006, which may be more than once, we may redeem up to 35% of the exchange notes and the outstanding notes, taken together, with the net cash proceeds of one or more equity offerings at a price equal to 109.500% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the date of redemption.
Change of Control Offer	Upon a change in control, unless we have exercised our right to redeem the exchange notes as described above, you will have the right to require us to purchase your exchange notes at a purchase price in cash equal to 101% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the date of purchase.
	We might not be able to pay you the required price for the exchange notes you present to us at the time of a change of control, because:
	•	we might not have enough funds at that time; or
	•	the terms of our indebtedness, including our senior credit facilities, may prevent us from paying you these amounts.
Asset Sale Proceeds	If we or our subsidiaries engage in asset sales, we generally must use the proceeds we receive to repay senior indebtedness or to invest in our business. If, within a specified period of time, we do not use the proceeds we receive from an asset sale to repay senior indebtedness or invest in our business, we will be required to make an offer to purchase the exchange notes at a purchase price of 100% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the date of purchase.
Certain Indenture Provisions	We will issue the exchange notes under the same indenture under which the outstanding notes were issued. The indenture limits, among other things, our ability and the ability of the guarantors to:
	•	incur additional indebtedness;
	•	make restricted payments;
	•	pay dividends or distributions on our capital stock or repurchase our capital stock;
	•	make investments;
	•	create liens on assets to secure indebtedness;
	•	enter into transactions with affiliates;
	•	merge or consolidate with another company; and
	•	transfer and sell assets.
	These covenants are subject to a number of important qualifications and exceptions, as described under "Description of the Notes — Certain Covenants."
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes. See "Use of Proceeds."
Risk Factors	You should carefully consider the information in the section entitled "Risk Factors" beginning on page 13, before deciding whether or not to participate in the exchange offer.

9

Summary Historical Financial Information of GenCorp Inc.

        The following table presents summary historical consolidated financial information about us as of November 30, 2001 and 2002 and for each of the three years in the period ended November 30, 2002. This information has been derived from, and should be read together with, our audited consolidated financial statements, and the related notes, included elsewhere in this prospectus. The selected historical consolidated financial information about us as of May 31, 2003 and for the six months ended May 31, 2002 and 2003 has been derived from, and should be read together with, our unaudited condensed consolidated financial statements, and the related notes, included elsewhere in this prospectus. In the opinion of management, all adjustments considered necessary for a fair presentation of our interim results and financial position have been included in our results and financial position as of May 31, 2003 and for the six months ended May 31, 2002 and 2003. Interim results are not necessarily indicative of the results that can be expected for a full fiscal year.

        In addition, during the periods presented, we completed a number of acquisitions and dispositions, some of which were significant. As a result, our historical financial results for the periods presented may not be directly comparable. For more information about the acquisitions and dispositions completed during the periods presented, see Note 7 to our audited consolidated financial statements included elsewhere in this prospectus.

        The following table also includes information on EBITDA, EBITDAP and the ratio of total net debt to EBITDAP. EBITDA represents net income before net interest expense, income taxes, depreciation, amortization and the cumulative effect of a change in accounting principle. EBITDAP represents EBITDA, excluding pension income or expense and non-pension retiree benefits expense. In particular, EBITDAP for the periods presented excludes pension income, which is non-cash income that is not available to us for debt service, and non-pension retiree benefit costs, a portion of which we may recover from the U.S. Government in future periods through the overhead rates that we charge on government contracts. Actual amounts recovered and the rates at which we recover these costs can vary from year to year, depending on the recovery rules in effect at the time and the proportion of government and commercial contracts. In addition, based on information currently available to us, we do not expect to continue to have pension income in the foreseeable future, but believe that it is likely that we will record non-cash pension expense for future periods.

        We believe that, in addition to cash flow from operations and net earnings, EBITDA and EBITDAP are useful financial measurements for assessing operating performance as they provide investors with an additional basis to evaluate our performance and our ability to incur and service debt and to fund capital expenditures. Our management also uses both EBITDA and EBITDAP as measures of performance for our operating segments. However, EBITDA, as presented, is calculated differently than the calculation of "Consolidated Cash Flow" for purposes of the indenture, and EBITDAP, as presented, is calculated differently than the calculation of "Consolidated Adjusted EBITDA" for purposes of our senior credit facilities.

        In evaluating EBITDA and EBITDAP, we believe that investors should consider, among other things, the amount by which EBITDA and EBITDAP exceed interest costs for the period, how EBITDA and EBITDAP compare to principal repayments on debt for the period and how EBITDA and EBITDAP compare to capital expenditures for the period. To evaluate EBITDA and EBITDAP, the components of EBITDA and EBITDAP, such as revenues and operating expenses and the variability of such components over time, should also be considered. In addition, EBITDA and EBITDAP should not be construed as alternatives to net income, as determined in accordance with GAAP, nor as indicators of our operating performance, nor as alternatives to cash flows from operating, investing and financing activities, all as determined in accordance with GAAP, as measures of liquidity or our ability to meet our cash needs and service debt. Our method of calculating EBITDA, and therefore EBITDAP, may differ from the methods used by other companies. As a result, the EBITDA measures presented in this prospectus may not be comparable to other similarly titled measures disclosed by other companies. Footnote (4) below contains a reconciliation of cash provided

10

by (used in) operating activities and net income, which we believe to be the closest GAAP liquidity measure and performance measure, respectively, to EBITDA and of EBITDA to EBITDAP.

        We believe that our ratio of total net debt to EBITDAP is useful to investors as a measure of our leverage and ability to incur and service debt. However, total net debt and the ratios based thereon should not be considered as measures of financial performance or leverage under GAAP and thus should be evaluated together with other financial ratios calculated in accordance with GAAP, the various components of our outstanding indebtedness and other indicators of income generated to service debt and fund capital expenditures. In addition, our definition of total net debt may not be comparable to similarly titled financial measures used by other companies.

		Year Ended November 30,									Six Months Ended May 31,
		2000			2001			2002			2002			2003
		(in millions, except ratios)
Income Statement Data:
Net Sales(1):
	Aerospace and Defense	$	534		$	640		$	277		$	138		$	147
	GDX Automotive		485			808			806			399			405
	Fine Chemicals		28			38			52			15			34
			1,047			1,486			1,135			552			586
Costs & Expenses:
	Cost of products sold		860			1,280			935			454			482
	Selling, general and administrative		40			42			55			29			39
	Depreciation and amortization		50			77			66			32			37
	Interest expense, net		18			33			16			7			11
	Other (income) expense, net		(4	)		(22	)		4			6			(3	)
	Restructuring charges(2)		—			40			2			—			—
	Unusual items, net(2)		(4	)		(151	)		15			9			—
			960			1,299			1,093			537			566
Income before Income Taxes			87			187			42			15			20
Provision for income taxes			35			59			12			6			7
Income before cumulative effect of a change in accounting principle			52			128			30			9			13
Cumulative effect of a change in accounting principle, net of income taxes(3)			74			—			—			—			—
Net income		$	126		$	128		$	30		$	9		$	13
Other Data:
EBITDA(4)		$	155		$	297		$	124		$	54		$	68
Pension and non-pension retiree benefits(5)			53			72			35			19			(1	)
EBITDAP(4)			102			225			89			35			69
Capital expenditures			82			49			45			14			21
Depreciation and amortization			50			77			66			32			37
Net cash (used in) provided by operating activities			23			(69	)		(23	)		(40	)		(1	)
Net cash (used in) provided by investing activities			(57	)		94			(141	)		(20	)		(14	)
Net cash (used in) provided by financing activities			28			2			165			51			8
Ratio of total net debt to EBITDAP(6)			1.7	x		0.8	x		3.8	x
Balance Sheet Data (at end of period):
Cash and cash equivalents		$	17		$	44		$	48					$	46
Property, plant and equipment, net			366			454			481						496
Total assets			1,325			1,468			1,636						1,671
Total debt			190			214			387						398
Shareholders' equity			186			310			360						410

(footnotes on following page)

11

(1)

See Note 7 to our audited consolidated financial statements, included elsewhere in this prospectus, for information relating to business acquisition and disposition activities.

(2)

See Note 13 to our audited consolidated financial statements, included elsewhere in this prospectus, for information on restructuring and unusual items included in our financial results.

(3)

See Note 8(a) to our audited consolidated financial statements, included elsewhere in this prospectus, for additional information relating to the change in accounting principle.

(4)

EBITDA includes pension income and net expense related to non-pension retiree benefits, restructuring charges and unusual items, net, which items are reflected in the table above for the periods indicated. EBITDAP represents EBITDA for the period presented, less the pension and non-pension retiree benefits adjustments shown in the table for such period. EBITDAP includes restructuring charges and unusual items, net, which items are reflected in the table above for the periods indicated. For further information regarding pension income and net expense related to non-pension retiree benefits, please refer to footnote (5) below. The following table reconciles net cash provided by (used in) operating activities and net income, which we believe to be the closest GAAP liquidity measure and performance measure, respectively, to EBITDA and EBITDAP for each of the periods presented:

	Year Ended November 30,									Six Months Ended May 31,
	2000			2001			2002			2002			2003
	(in millions)
Cash provided by (used in) operating activities	$	23		$	(69	)	$	(23	)	$	(40	)	$	(1	)
Changes in operating assets and liabilities		88			100			139			110			63
Gain on sale of businesses		5			206			(6	)		—			—
Gain on sale of property, plant and equipment		—			23			—			—			—
Foreign currency gain		—			11			—			—			4
Depreciation and amortization		(50	)		(77	)		(66	)		(32	)		(37	)
Cumulative effect of a change in accounting principle		74			—			—			—			—
Other		(14	)		(66	)		(14	)		(29	)		(16	)
Net income		126			128			30			9			13
Cumulative effect of a change in accounting principle		(74	)		—			—			—			—
Provisions for income taxes		35			59			12			6			7
Interest expense		18			33			16			7			11
Depreciation and amortization		50			77			66			32			37
EBITDA		155			297			124			54			68
Pension and non-pension retiree benefits(5)		53			72			35			19			(1	)
EBITDAP	$	102		$	225		$	89		$	35		$	69

EBITDA

and EBITDAP include restructuring charges and unusual items, net, as shown below (in millions):

Restructuring charges(2)	$	—		$	40		$	2	$	—	$	—
Unusual items, net(2)	$	(4	)	$	(151	)	$	15	$	9	$	—

(5)

The information presented reflects pension income, net of non-pension retiree benefit costs. In accordance with GAAP, our pension income or expense is comprised of the following: service cost (cost of pension benefits earned during the year by our employees); interest cost on the cumulative employee retiree benefit obligation based on an assumed discount rate; assumed earnings on plan assets based on the expected long-term rate of return; and amortization of gains or losses from prior periods. Market conditions and interest rates significantly affect assets and liabilities of our pension plans. Pension accounting requires that market gains and losses be deferred and recognized over a period of years. This "smoothing" results in the creation of assets or liabilities which will be amortized to pension income or expense in future years. The accounting method utilized by us recognizes gains and losses in the market value of pension assets over a period of five years. Although the smoothing period mitigates some volatility in the calculation of annual pension costs, future pension costs will be impacted by changes in the market value of pension plan assets. In recent years, we have had pension income as the assumed return on pension plan assets, and the amortization of prior year gains have exceeded our pension service costs and interest costs. Pension income is a non-cash item and is reflected as an offset to either cost of goods sold or operating expenses. The tax effect related to this income recognition is also non-cash and is reflected as an increase to the deferred tax liability account. Based on information currently available to us, we do not expect to continue to have pension income in the foreseeable future, but believe that it is likely that we will record non-cash pension expense for future periods. With respect to the cost of providing non-pension benefits to our employees and retirees, GAAP requires companies to record liabilities on the balance sheet for these future obligations. We are generally able to recover a portion of the cost of providing non-pension retiree benefits, after deducting employee cost sharing, deductibles, co-insurance and other similar items, from the U.S. Government through the overhead rates we charge on government contracts. Actual amounts recovered and the rates at which we recover these costs can vary from year to year, depending on the recovery rules in effect at the time and the proportion of government and commercial contracts.

(6)

Total net debt represents total debt less cash and cash equivalents. For the fiscal year ended November 30, 2002 (and for the fiscal year ended December 31, 2002 for ARC), on a pro forma basis after giving effect to the Redmond Washington acquisition that we completed in October 2002 and the ARC acquisition, the offering of the outstanding notes and the application of the net proceeds of that offering to finance the ARC acquisition and repay indebtedness outstanding under our revolving credit facility, our ratio of total net debt to EBITDAP would have been 3.9 to 1.0. We believe that this pro forma ratio assists investors in understanding the effects that the Redmond Washington and ARC acquisitions and this offering will have on our consolidated financial position and leverage.

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RISK FACTORS

An investment in the exchange notes represents a high degree of risk. There are a number of factors associated with our business, including those specified below, which could affect your decision whether to invest in the exchange notes. Additional risks that we do not know about or that we currently view as immaterial may also impair our business or adversely impact an investment in the exchange notes. You should carefully consider the risks described below together with the other information contained in, or incorporated by reference into, this prospectus before making a decision to participate in the exchange offer.

Risks Related to GenCorp Inc.

We have a substantial amount of indebtedness, and the cost of servicing that indebtedness could adversely affect our business and hinder our ability to make payments on the exchange notes.

        We have a substantial amount of indebtedness. As of May 31, 2003, we had total consolidated indebtedness of approximately $398 million. As of May 31, 2003, on a pro forma basis after giving effect to the offering of the outstanding notes and the application of the net proceeds from that offering, we would have had total indebtedness of $538 million assuming that we use a portion of the proceeds to complete the ARC acquisition, and $403 million assuming that we do not complete the ARC acquisition. For fiscal 2002, our ratio of earnings to fixed charges was 2.9 to 1.0. On a pro forma basis, after giving effect to the Redmond Washington acquisition that we completed in October 2002 and the ARC acquisition, as if each of these transactions had occurred as of December 1, 2001, the offering of the outstanding notes and the application of the net proceeds of that offering to finance the ARC acquisition and repay outstanding indebtedness under our revolving credit facility, our ratio of earnings to fixed charges would have been 2.0 to 1.0 for fiscal 2002. On a pro forma basis, after giving effect to the acquisition of the Redmond Washington business that we completed in October 2002, as if this transaction had occurred as of December 1, 2001, and the offering of the outstanding notes, assuming we do not complete the ARC acquisition and therefore use all of the net proceeds to repay outstanding indebtedness under our senior credit facilities, our ratio of earnings to fixed charges also would have been 2.1 to 1.0 for fiscal 2002. Subject to the limits contained in some of the agreements governing our outstanding indebtedness, we may incur additional indebtedness in the future.

        We have substantial demands on our cash resources including, among others, operating expenses and interest and principal payments under some of the agreements governing our outstanding indebtedness. Our level of indebtedness and these significant demands on our cash resources could have important effects on an investment in the exchange notes and could lead to a decline in their value. For example, these demands could:

•

make it more difficult for us to satisfy our outstanding debt obligations;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, reducing the amount of our cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in the industries in which we compete;



•

place us at a competitive disadvantage compared to our competitors, some of which have lower debt service obligations and greater financial resources than we do;



•

limit our ability to borrow additional funds;



•

increase our vulnerability to general adverse economic and industry conditions; or



•

result in our failure to satisfy the financial covenants contained in some of the agreements governing our outstanding indebtedness, which, if not cured or waived, could lead to an acceleration of the maturity of our outstanding indebtedness.

        Our ability to make required payments under some of the agreements governing our outstanding indebtedness, and to satisfy our other liabilities, will depend upon our future operating performance

13

and our ability to refinance our debt as it becomes due. Our future operating performance and ability to refinance will be affected by prevailing economic conditions at that time and financial, business and other factors, many of which are beyond our control.

        If we are unable to service our indebtedness and fund our operating costs, we may be forced to adopt alternative strategies that may include:

•

reducing or delaying capital expenditures;



•

seeking additional debt financing or equity capital;



•

selling assets;



•

restructuring or refinancing debt; or



•

curtailing or eliminating certain activities.

        We cannot assure you that any alternative strategy could be implemented on satisfactory terms, if at all.

Our debt agreements may restrict our ability, and the ability of some of our subsidiaries, to engage in particular activities.

        Some of the agreements governing our outstanding indebtedness, including the indenture that governs the outstanding notes and will govern the exchange notes, limit or prohibit us or our subsidiaries from engaging in particular transactions and activities. Some of these agreements, including our senior credit facilities, also contain financial covenants that require us to achieve certain financial and operating results and maintain compliance with specified financial ratios. These covenants could limit our ability to obtain future financing and may prevent us from taking advantage of attractive business opportunities. Our ability to meet these covenants or requirements may be affected by events beyond our control, and we cannot assure you that we will satisfy such covenants and requirements. A breach of these covenants or our inability to comply with the financial ratios, tests or other restrictions could result in an event of default under some of the agreements governing our outstanding indebtedness and the indentures relating to our convertible notes or the outstanding notes and the exchange notes. Upon the occurrence of an event of default under the agreements governing our outstanding indebtedness or the indentures governing the convertible notes or the outstanding notes and the exchange notes, the indebtedness could be declared immediately due and payable. If we were unable to repay amounts owed under these agreements, the lenders under those facilities could proceed against our and our subsidiaries' assets granted to them as collateral to secure the indebtedness under those facilities. If the lenders under these agreements accelerate the payment of any senior indebtedness, the subordination provisions of the indentures governing the outstanding notes and the exchange notes and any subordinated debt securities that we may offer in the future would apply. We cannot assure you that our assets and those of our subsidiaries would be sufficient to repay in full the accelerated indebtedness, the exchange notes and our other indebtedness ranking senior or equal with the exchange notes.

We are substantially dependent on our subsidiaries for cash flow to service our indebtedness.

        Although we operate all but one of our U.S. GDX Automotive operations directly, the remainder of our operations, including all of the operations of our Aerospace and Defense and Fine Chemicals segments, as well as the European and Canadian operations of GDX Automotive, are conducted through subsidiaries. Consequently, our cash flow and ability to service our debt obligations, including the exchange notes, will be largely dependent upon the earnings of our operating subsidiaries and the distribution of those earnings to us, or upon loans, advances or other payments made by these subsidiaries to us. The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend upon their operating results and will be subject to applicable laws and contractual restrictions contained in the instruments governing their indebtedness, including some of the agreements governing our outstanding indebtedness. We cannot assure you that the earnings of our

14

operating subsidiaries, and their ability to make dividend or other payments to us, will be adequate for us to service our debt obligations, including the exchange notes.

We may experience product failures, schedule delays or other problems with existing or new products and systems, all of which could adversely impact our business.

        Many of the products we develop and manufacture are technologically advanced systems that must function under demanding operating conditions, particularly in our Aerospace and Defense segment. Even though we believe we employ sophisticated and rigorous design, manufacturing and testing processes and practices, we cannot assure you that we will successfully launch or manufacture our products on schedule or that they will be developed or will perform as intended. Some of our contracts require us to forfeit a portion of our expected profit, receive reduced payments, provide a replacement product or service or reduce the price of subsequent sales to the same customer if our products fail to perform adequately. Performance penalties also may be imposed should we fail to meet delivery schedules or other measures of contract performance.

        We have experienced occasional product failures and other problems with our rocket propulsion systems. We may experience product and service failures, schedule delays and other problems in connection with our propulsion systems or other products in the future. Such failures may result in increased costs or loss of sales due to the postponement or cancellation of scheduled launches or other product and service deliveries.

        Our Fine Chemicals segment produces chemical compounds that are difficult to manufacture, including highly energetic and highly potent materials. The production of these chemicals requires a high degree of precision and strict adherence to safety standards. Regulatory agencies, such as the U.S. Food and Drug Administration, or FDA, and the European Agency for the Evaluation of Medical Products, or EMEA, must approve the production process for many of the products that our Fine Chemicals segment manufactures. In the past, there have been delays in obtaining approval for the production processes for certain products. These delays have negatively impacted the historical financial results of this business. If these types of delays were to occur in the future, the results for our Fine Chemicals segment and our overall operations could be adversely affected.

        We do not generally insure against potential costs resulting from any required remedial actions or costs or loss of sales due to postponement or cancellation of scheduled operations or product deliveries.

Our inability to adapt to rapid technological changes could impair our ability to remain competitive.

        The aerospace and defense and the pharmaceutical fine chemicals industries have undergone rapid and significant technological development over the last few years. The automotive vehicle sealing industry has also experienced significant changes in the fields of noise attenuation and alternative sealing materials, particularly in Europe. Our success in each of our business segments depends on our ability to maintain our market position with existing customers, generate sales from new sources and continue to conceive, design, manufacture and market new products and services on a cost-effective and timely basis. We anticipate that we will continue to incur significant expenses in the design and initial manufacturing and marketing of new products and services. Our competitors may implement new technologies before we are able to, allowing them to provide more effective products at more competitive prices. Future technological developments could:

•

adversely impact our competitive position if we are unable to react to these developments in a timely or efficient manner;



•

require us to write-down obsolete facilities, equipment and technology;



•

require us to discontinue production of obsolete products before we can recover any or all of our related research, development and commercialization expenses; or



•

require significant capital expenditures beyond those currently contemplated.

15

        We cannot assure you that we will be able to achieve the technological advances necessary to remain competitive and profitable, that new products and services will be developed and manufactured on schedule or on a cost-effective basis, that anticipated markets will exist or develop for new products or services or that our existing products and services will not become technologically obsolete. Competition may grow more intense as industry-wide technological progress accelerates and more money is invested in new products or processes. In addition, we may incur significant costs associated with launching products employing new technology, including costs associated with scaling up our operations and transitioning from research and development to full production.

We may not be able to consummate or effectively integrate acquisitions, and our results may be adversely affected.

        Our business strategy contemplates continued expansion of our operations, including growth through future acquisitions. However, our ability to consummate and integrate effectively any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and our ability to obtain financing. Our success in integrating newly acquired businesses will depend upon our ability to retain key personnel, avoid diversion of management's attention from operational matters, integrate general and administrative services and key information processing systems and, where necessary, requalify on customer programs. In addition, future acquisitions could result in the incurrence of additional indebtedness, costs and contingent liabilities, all of which could have a material adverse effect on our business, financial condition and results of operations. We may also incur costs and divert management attention to acquisitions that are never consummated. For example, we may not be able to consummate the ARC acquisition if we do not receive the required regulatory approvals. Integration of acquired operations may also take longer, or be more costly or disruptive to our business, than originally anticipated. It is also possible that expected synergies from past or future acquisitions may not materialize.

        Although we undertake a diligence investigation of each business that we acquire, there may be liabilities of the acquired companies that we fail or are unable to discover during the diligence investigation and for which we, as a successor owner, may be responsible. In connection with acquisitions, we generally seek to minimize the impact of these types of potential liabilities through indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities due to limitations in scope, amount or duration, financial limitations of the indemnitor or warrantor or other reasons.

The loss of significant customers could have a material adverse effect on our business.

        Our largest customer in our Aerospace and Defense segment, directly or indirectly, is the U.S. Government and its agencies, which collectively accounted for approximately 88% of net segment sales and 21% of our total net sales in fiscal 2002. The three largest customers in our GDX Automotive segment are General Motors, Ford and Volkswagen. In fiscal 2002, General Motors accounted for approximately 28% of net segment sales, Ford accounted for approximately 23% of net segment sales and Volkswagen accounted for approximately 18% of net segment sales. In our Fine Chemicals segment, most sales are derived from contracts with a small number of customers. For fiscal 2002, a single customer accounted for 54% of net segment sales and the top five customers accounted for 93% of net segment sales.

        A significant decrease or interruption in business from one or more significant customers could have a material adverse effect on the particular segment affected as well as on our overall business and negatively impact our ability to make required payments under the exchange notes.

16

A loss of key personnel or highly skilled employees could adversely affect our business.

        Our executive officers are critical to the management and direction of our businesses. Our future success depends, in large part, on our ability to retain these officers and other capable management personnel. In general, we do not enter into employment agreements with our executive officers. We have entered into severance agreements with several of our officers that allow those officers to terminate their employment under particular circumstances, such as a change of control affecting our company. Although we believe we will be able to attract and retain talented personnel and replace key personnel should the need arise, our inability to do so could have a material adverse effect on our business, financial condition and results of operations. In addition, because of the complex nature of many of our products and programs, we are generally dependent on an educated and highly skilled workforce. We would be adversely affected by a shortage of available skilled employees.

A strike or other work stoppage, or our inability to renew collective bargaining agreements on favorable terms, could adversely affect our business.

        As of May 31, 2003, we had approximately 9,500 employees, of whom approximately 55% were covered by collective bargaining or similar agreements. Approximately 6% of our employees are covered by a collective bargaining agreement that is due to expire within one year. If we are unable to negotiate acceptable new agreements with the unions representing our employees upon expiration of the existing contracts, we could experience strikes or work stoppages. Even if we are successful in negotiating new agreements, the new agreements could call for higher wages or benefits paid to union members, which would increase our operating costs and could adversely affect our profitability. If our unionized workers were to engage in a strike or other work stoppage, or other non-unionized operations were to become unionized, we could experience a significant disruption of our operations or higher ongoing labor costs, which could have a material adverse effect on our business, financial condition and results of operations. A strike or other work stoppage in the facilities of any of our major customers could also have similar effects on us. In particular, the automotive industry is generally highly unionized and some of our customers have, in the past, experienced significant labor disruptions. If a strike or work stoppage were to occur, our vehicle sealing productivity could be adversely impacted.

We rely on intellectual property and proprietary rights to maintain our competitive position and, therefore, our failure to protect adequately our intellectual property and proprietary rights could adversely affect our business.

        The technological and creative skills of our personnel and our innovative product developments are essential to establishing and maintaining our technology leadership position. We seek to protect our inventions, confidential information and brand names under patent and "trade secret" laws, and through the use of confidentiality procedures and written agreements. However, these laws and our efforts afford only limited protection for our intellectual property and proprietary rights, and we cannot assure you that the same will be successfully protected, or that, if protected, our rights will not be invalidated, circumvented or challenged by our competitors or other third parties. With respect to pending or future patent applications, we cannot assure you that they will be issued with the scope of the claims we have sought, if at all. Furthermore, third parties may develop technologies that are similar or superior to our technology or design around our intellectual property. Despite our efforts to protect our intellectual property and proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary and we may not be able to protect our rights in all jurisdictions. In addition, the laws of some foreign jurisdictions may not afford sufficient protection or provide for a remedy were there to be any such unauthorized copying or use. Moreover, on certain U.S. Government research and development contracts in our Aerospace and Defense segment, the U.S. Government retains rights to certain of the intellectual

17

property. Our failure to protect adequately our intellectual property and proprietary rights could have a material adverse effect on our business, financial condition and results of operations.

We may incur liability for infringing the intellectual property rights of others.

        Each of our operating segments has used, and intends to use in the future, new technology in our various design and manufacturing processes. We cannot assure you that our products do not and will not be alleged to infringe upon issued patents, pending patent applications or other intellectual property rights of third parties that may relate to our products. These or other potential claims and any resulting litigation could subject us to significant liability for damages. In addition, even if we prevail, intellectual property litigation could be time consuming and expensive to defend and could result in the diversion of our time and attention from the management and operation of our various businesses. Any claims from third parties may also result in limitations on our ability to use the intellectual property subject to these claims unless we are able to enter into agreements with the third parties making these claims. The result of any such agreement is likely to be an increase in our product costs in the way of additional royalty payments or other fees.

Our operations and properties are currently the subject of significant environmental claims, and the numerous environmental and other government regulations to which we are subject may become more stringent in the future and may result in increased capital expenditures.

        Our operations and ownership or use of real property are subject to a number of foreign, federal, state and local environmental laws and regulations that, among other things, require us to obtain permits to operate and to install pollution control equipment and regulate the generation, storage, handling, transportation, treatment and disposal of hazardous and solid wastes. Our operations also subject us to liability for the cleanup of releases of hazardous substances. The laws and regulations affect not only our current operations, but also could impose liability on us for past operations that were conducted in compliance with then-applicable laws and regulations. Environmental laws and regulations change frequently, and we anticipate that these laws and regulations will become increasingly stringent. It is difficult to predict whether and to what extent compliance with environmental laws and regulations may impact our results of operations or financial condition in the future.

        Due to the nature of our operations, particularly our aerospace and defense operations, we are involved in legal proceedings involving remediation of environmental contamination from past operations, or past activities at current operations or use or ownership of real property, as well as compliance with environmental requirements applicable to ongoing operations. We may also be subject to fines and penalties, and are subject to toxic tort suits and other third-party lawsuits, due to both our past and present use of hazardous substances or the alleged on-site or off-site contamination of the environment through past or present operations. We could incur material costs in defending against any such proceedings or claims and an unexpected adverse judgment or cash outlay in one or more of such proceedings or claims could adversely affect our business, financial condition and results of operations.

        We are currently involved, together with other companies, in approximately 30 Superfund and non- Superfund remediation sites. Our liability and proportionate share of costs involving our site near Sacramento, California and our former site in Azusa, California have not fully been determined largely due to uncertainties as to the nature and extent of site conditions and our involvement at those sites. Regarding other sites where we are one of numerous potentially responsible parties, while government agencies frequently claim potentially responsible parties are jointly and severally liable at such sites, in our experience, interim and final allocations of liability costs are generally made based on relative contributions of waste. Based on our previous experience, our allocated share for these other sites has frequently been low and, in many instances, has been less than 1%.

        As of May 31, 2003, we had established reserves of approximately $324 million, which we believed to be sufficient to cover our estimated share of the environmental remediation costs at these sites at

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that time. However, we continually evaluate the adequacy of those reserves, and they could change. Also, we are seeking recovery of our costs from our insurers. However, given the many uncertainties involved in assessing liability for environmental claims, we cannot provide you with any assurance that such reserves will be sufficient. In addition, the reserves are based only on known sites and the known contamination at those sites. It is possible that additional remediation sites will be identified in the future or that contamination at previously identified sites will be different than what is currently known.

        Under an agreement with the U.S. Government, the U.S. Government recognizes as allowable for government contract cost purposes up to 88% of the environmental expenses at the Sacramento and former Azusa sites. Aerojet's mix of contracts can affect the actual reimbursement made by the U.S. Government. Because these costs are recovered through forward pricing arrangements, our ability to continue to take advantage of this cost recognition agreement is dependent on Aerojet's sustained business volume under U.S. Government contracts and programs and the relative size of Aerojet's commercial business. Actual reimbursements by the U.S. Government and commercial customers have averaged approximately 80% since 1999.

        The nature of environmental investigation and cleanup activities often makes it difficult to determine the timing and amount of any estimated future costs that may be required for remedial measures, including the extent of the remediation required, changing governmental regulations and legal standards regarding liability, evolving technologies and the long periods of time over which most remediation efforts take place. However, we review these matters and accrue for costs associated with the remediation of environmental pollution when it becomes probable that a liability has been incurred and the amount of the liability, usually based upon proportionate sharing, can be reasonably estimated.

        The effect of resolution of environmental matters on results of operations cannot be predicted due to the uncertainty concerning both the amount and timing of future expenditures and future results of operations. However, we believe, on the basis of presently available information, that resolution of these matters and our obligations for environmental remediation and compliance will not materially affect our liquidity, capital resources or consolidated financial condition. We will continue our efforts to mitigate past and future costs through pursuit of claims for insurance coverage and continued investigation of new and more cost effective remediation alternatives and associated technologies. For additional discussion of environmental matters, please see "Note Regarding Forward-Looking Statements" elsewhere in this prospectus, our Annual Report on Form 10-K for the fiscal year ended November 30, 2002, our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2003, and our other reports filed under the Securities Exchange Act of 1934 that are incorporated by reference into this prospectus.

Potential disruptions and liabilities arising from any release or explosion of dangerous materials could have a material adverse effect on our business, financial condition and results of operations.

        Our Aerospace and Defense and Fine Chemicals segments involve the handling and production of potentially explosive materials and other dangerous chemicals, including materials used in rocket propulsion and highly potent chemical compounds. Despite our use of specialized facilities to handle dangerous materials and intensive employee training programs, the handling and production of hazardous materials could result in incidents that temporarily shut down or otherwise disrupt our manufacturing, and could cause production delays. It is possible that a release of these chemicals or an explosion could result in death or significant injuries to employees and others. Material property damage to us and third parties could also occur. The use of these products in applications by our customers could also result in liability if an explosion or fire were to occur. Any release or explosion could expose us to adverse publicity or liability for damages or cause production delays, any of which could have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to Our Aerospace and Defense Segment

Our Aerospace and Defense segment is subject to various risks inherent in contracting with the U.S. Government and a substantial decrease in or loss of U.S. Government contracts would have a material adverse effect on our business, financial condition and results of operations.

        A substantial portion of our Aerospace and Defense segment sales is derived from U.S. Government contracts. Consequently, we are subject to complex and extensive laws and regulations in the performance of contracts with the U.S. Government. These laws and regulations provide for ongoing audits and reviews of incurred costs, contract performance and administration and enumerate specific rights that the U.S. Government may have to use technical data and computer software. Our failure to comply, even inadvertently, with these laws and regulations and the laws governing the export of controlled products and commodities could subject us or Aerojet to civil and criminal penalties and, under some circumstances, suspension and debarment from future government contracts and exporting of products for a specified period of time. Sales, directly and indirectly, to the U.S. Government and its agencies accounted for approximately 88% of our Aerospace and Defense net segment sales and 21% of our total net sales in fiscal 2002.

        Government contracts and subcontracts are, by their terms, subject to termination by the government or the prime contractor either for convenience or default. The loss of a substantial portion of our government contract business would have a material adverse effect on our business and results of operations. There are significant inherent risks in contracting with the U.S. Government, including risks specific to the defense industry, which could have a material adverse effect on our business, financial condition and results of operations. The primary risks include:

•

termination by the U.S. Government of any contract as a result of a default by us could subject us to liability for the excess costs incurred by the U.S. Government in procuring undelivered items from another source;



•

termination by the U.S. Government of any contract for convenience would generally limit our recovery of costs to amounts already incurred or committed and limit our profit from work completed prior to termination;



•

modification of U.S. Government contracts due to lack of congressional funding or changes in such funding could subject our contracts to termination or modification;



•

results of U.S. Government audits and review could, in certain circumstances, lead to adjustments to our contract prices, which could be significant;



•

successful bids for U.S. Government contracts or the profitability of such contracts, if awarded, cannot be guaranteed due to the competitive marketplace in which we compete;



•

the extent to which actual costs exceed projected costs on which our bids or contract prices were based could lower our profitability;



•

uncertain cost factors related to scarce technological skills and components could lower our profitability;



•

the frequent need to bid on programs in advance of design completion could result in unforeseen technological difficulties and cost overruns; and



•

the substantial time and effort required for advanced product design and development design complexity, rapid obsolescence and the potential need for design improvement could negatively affect our profitability.

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        The U.S. Government and its principal prime contractors periodically investigate the financial viability of its contractors and subcontractors as part of its risk assessment process associated with the award of new contracts. If the U.S. Government or one or more prime contractors were to determine that we were not financially viable, our ability to continue to act as a government contractor or subcontractor would be impaired. The U.S. Government also routinely audits our performance under various contracts and may, if appropriate, subsequently conduct an investigation into possible illegal or unethical activity in connection with these contracts. Investigations of this nature are common in the aerospace and defense industry and lawsuits may result. Possible consequences include civil and criminal fines and penalties, in some cases, double or treble damages, and suspension or debarment from future government contracting. An adverse result in any legal or administrative proceeding arising from one or more of these audits or investigations could have a material adverse effect on our business, financial condition and results of operations.

Our Aerospace and Defense segment could be adversely impacted by future reductions or changes in U.S. Government spending.

        Our primary aerospace and defense customers include the U.S. Department of Defense and its agencies, the government prime contractors that supply products to these customers and NASA. As a result, we rely on particular levels of U.S. Government spending on propulsion systems for space and defense applications and armament systems for precision tactical weapon systems and munitions applications. These spending levels are not generally correlated with any specific economic cycle, but rather, follow the cycle of general political support for this type of spending. The overall U.S. defense budget declined in real terms from the mid-1980s through the early 1990s and has stabilized thereafter. Although the U.S. Department of Defense currently forecasts the defense budget to increase through its fiscal year 2009, which is the remainder of the U.S. Department of Defense's detailed forecast period, we cannot assure you that future levels of defense spending will increase or that levels of defense spending will not decrease in the future. A decrease in U.S. military expenditures, or the elimination or curtailment of a material program in which we are involved, could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to realize sales and profits from our backlog.

        Our backlog is derived from contracts with the U.S. Government and depends, in large part, on continued funding by the U.S. Government for the programs in which we are involved. These types of contracts typically permit the U.S. Government to unilaterally modify or terminate the contract or to discontinue funding for a particular program at any time. As a result, we cannot assure you that all of our current backlog will be realized as revenue. The cancellation of one or more significant contracts could have a material adverse effect on our ability to realize anticipated sales and profits in our Aerospace and Defense segment, and could therefore negatively impact our business, financial condition and results of operations.

A significant percentage of our contracts are fixed-price contracts, and, if we experience cost overruns on these contracts, we would have to absorb the excess costs and our profitability would be adversely affected.

        Our contracts generally can be categorized as either "fixed-price" or "cost-protected" contracts. Under fixed-price contracts, we agree to perform specified work for a fixed price and realize all of the profit or loss resulting from variations in the costs of performing the contract. As a result, all fixed-price contracts involve the inherent risk of unreimbursed cost overruns. To the extent we were to incur unanticipated cost overruns on a program or platform subject to a fixed-price contract, our profitability and, consequently, our business, financial condition and results of operations would be adversely affected.

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The aerospace and defense industry is highly competitive.

        We encounter intense competition in bidding for contracts. Many of our competitors have financial, technical, production and other resources substantially greater than ours. Although the downsizing of the defense industry in the early 1990s has resulted in a reduction in the aggregate number of competitors, the consolidation has also strengthened the capabilities of some of the remaining competitors resulting in an increasingly competitive environment. The U.S. Government also has its own manufacturing capabilities in some areas. We cannot assure you that we will be able to compete successfully with our competitors and our inability to do so could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that the U.S. Government will not open to competition programs on which we are currently the sole supplier, which could also adversely affect our profitability.

Aerojet has substantial real estate holdings, the value of which could be significantly affected by changes in the real estate market, government regulations and the possibility that a substantial portion of our property may not be released from existing Superfund site designation.

        Through Aerojet, we own sizable real estate holdings. A significant part of our strategy continues to focus on unlocking the value we believe is inherent in these real estate assets. Our ability to realize this value will be affected by conditions from time to time in the real estate market near Sacramento, California, where most of our real property is located, and in the other areas in which we own real estate, including general or local economic conditions, changes in neighborhood characteristics, real estate tax rates, the cost of operating our properties, governmental regulations and fiscal policies, acts of nature such as earthquakes and floods and other factors which are beyond our control. In addition, the development of our real estate holdings is subject to applicable zoning and other government regulations.

        As part of our strategy, we may sell or develop our land alone or in conjunction with third parties. If we decide to sell, we may not be able to do so at an attractive price. If we decide to develop the land, partners or funding may not be available. As a result, we may not be able to use or develop the land as we currently anticipate, if at all.

Risks Related to Our GDX Automotive Segment

Results of our GDX Automotive segment are dependent upon the commercial success of the vehicle platforms that contain our products.

        In North America, GDX's revenues are primarily derived from light trucks, sport utility vehicles and crossover vehicles. In Europe, GDX's primary focus is on the production of vehicle sealing systems and glass modules for luxury and medium-sized vehicles. Although GDX has a broad range of programs and customers, our GDX Automotive segment's future operating results will continue to depend significantly upon the continued market acceptance of vehicles for which we are a significant supplier. We cannot assure you that these types of vehicles, or other vehicles for which we are a supplier, will continue to enjoy the market acceptance they have in the past. A decline in the demand for these vehicles as a result of competition, technical change or other factors could have a material adverse effect on the business and financial results of our GDX Automotive segment and on our business, financial condition and results of operations as a whole.

The global automotive vehicle sealing business is highly competitive, and our failure to compete effectively or adverse market conditions could harm our business and profitability.

        The global automotive component supply industry in which our GDX Automotive segment competes is highly competitive. Although we believe that we are the second largest automotive vehicle sealing manufacturer in the world, our ability to compete is dependent upon our ability to retain and

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grow our market share and to adopt successfully new strategies in response to changes in the marketplace.

        The automotive industry is characterized by a small number of OEMs that are able to exert considerable pressure on component suppliers to reduce costs, improve quality and provide innovative design and engineering. OEMs generally demand and receive price reductions and measurable increases in quality by implementing competitive selection processes, rating programs and other arrangements. Through increased partnering on platform work, the OEMs have generally required component suppliers, including us, to provide more design engineering input at earlier stages of the development process, the cost of which, in some cases, is absorbed by the suppliers. Although we have generally been successful in offsetting both the losses caused by price reductions and increased costs from engineering services through cost reduction initiatives, we cannot assure you that future price reductions, increased quality standards or increased demand for technical innovation, such as better noise reduction, will not have a material adverse effect on our profitability.

GDX's customers operate in the cyclical automotive industry, which can lead to significant variability in our operating results.

        The cyclicality of the automotive industry is dependent upon supply and demand, which is heavily influenced by a number of factors, including general economic conditions as well as economic conditions within specific regions or nations around the world. General economic or industry-specific downturns, or a prolonged disruption in production by one or more of our significant customers, including any such downturns or disruptions occasioned by unforeseen events, could have a negative impact on the market for GDX's products.

Risks associated with foreign operations could adversely affect our results of operations.

        Our GDX Automotive segment operates not only in the United States, but also in Canada, Germany, China, the Czech Republic, France and Spain. As part of our business strategy, we may expand our operations in these markets and move into other foreign markets. Foreign operations subject us to the risks of doing business abroad, including:

•

currency exchange rate fluctuations;



•

difficulties in staffing and managing foreign operations;



•

political risks;



•

unexpected changes in regulatory requirements;



•

adverse tax consequences from operating in multiple jurisdictions; and



•

global and regional economic slowdowns.

        Any of these factors, among others, could have a material adverse effect on our business, financial condition and results of operations.

An increase in the price or shortage of raw materials could have a material adverse effect on our business.

        The operations of our GDX Automotive segment are dependent on the availability of rubber and other raw materials. Because of this dependence, significant increases in the prices of these raw materials could have a material adverse effect on our results of operations and financial condition. Although we employ a diversified supplier base to mitigate the risk of supply interruption, we cannot assure you that there will not be a shortage of raw materials.

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Risks Related to Our Fine Chemicals Segment

The fine chemicals industry is highly competitive, and our failure to compete effectively could harm our business and profitability.

        The pharmaceutical fine chemicals market is highly fragmented and competitive. Competition is based principally upon on-time delivery, manufacturing capability and expertise, reputation, service, price and reliability of supply. We cannot assure you that we will be successful in obtaining or renewing customer contracts on commercially favorable terms, if at all. Furthermore, our success depends to a significant extent on our ability to provide manufacturing service to potential customers at an early stage of product development and on continued technical innovation. We cannot assure you that we will be successful in such efforts.

The lack of availability of certain raw materials used by our fine chemicals business or a material increase in the price of these raw materials could have an adverse effect on our business, financial condition and results of operations.

        AFC uses a wide variety of raw materials and other supplies in the conduct of its business. Although AFC is generally not dependent on any one supplier or group of suppliers, certain manufacturing processes use raw materials that are available from sole sources or that are in short supply or difficult for the supplier to produce and certify in accordance with AFC's specifications. In addition, AFC uses certain solvents, such as acetone, in both manufacturing processes and for cleaning equipment. Because these solvents are derived from petroleum, the price and availability of these solvents are affected by the price and availability of petroleum and the related manufacturing capacity for the solvents. The price and availability of these solvents are subject to economic conditions and other factors generally outside of AFC's control. In most cases, especially for short-term fluctuations, AFC is not able to pass price increases on raw materials and other supplies to its customers. AFC has generally been able to obtain sufficient supplies of the raw materials and other supplies it uses in sufficient quantities and at acceptable prices in the past and expects to be able to continue to do so in the future. Although AFC monitors the ability of certain suppliers to meet its needs and the market conditions for these raw materials and other supplies, significant shortages could impact AFC's operations. In addition, significant increases in the prices for certain raw materials and other supplies could adversely affect our results of operations, cash flows and financial condition.

Risks Related to the Exchange Notes

Your right to receive payments on the exchange notes and the related guarantees will be junior in right of payment to all of our and the guarantors' existing and future senior indebtedness, including our and the guarantors' obligations under the senior credit facilities.

        The exchange notes and the related guarantees are general unsecured senior subordinated obligations. Accordingly, the payment of principal, premium, if any, and interest on the exchange notes by us will be junior in right of payment to all of our and the guarantors' existing and future senior indebtedness, and secured indebtedness to the extent of the value of the assets securing that indebtedness. The terms "senior indebtedness" and "guarantor senior indebtedness" are defined broadly in the indenture and include all of our and our subsidiaries' obligations under our senior credit facilities. As a result, in the event of our or a guarantor's insolvency, liquidation or other reorganization, all senior indebtedness and guarantor senior indebtedness and all secured indebtedness must be paid in full before any amounts owed under the exchange notes and the related guarantees may be paid.

        In addition, our obligations under our senior credit facilities are secured by all of the capital stock of certain of our domestic material subsidiaries and 65% of the stock of certain of our foreign subsidiaries, to the extent owned by us and our subsidiaries and by substantially all of our and our

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domestic material subsidiaries' tangible and intangible personal property, as described in "Description of Other Indebtedness." In the event that we are not able to repay amounts due under the senior credit facilities, the lenders could proceed against the assets securing that indebtedness. In that event, any proceeds received upon a realization of the collateral would be applied first to amounts due under the senior credit facilities before any proceeds would be available to make payments on the exchange notes. The value of this collateral may not be sufficient to repay both the lenders under the senior credit facilities and the holders of the exchange notes and our other senior subordinated indebtedness. In that event, holders of the exchange notes will receive less, ratably, than our senior creditors, or they may receive no payment at all.

        Moreover, we may not pay any amount owed under the exchange notes, or repurchase, redeem or otherwise retire the exchange notes, if any payment default on our senior indebtedness occurs, unless the default has been cured or waived, the senior indebtedness is repaid in full or the holders of the senior indebtedness consent to the payment. In addition, if any other default exists with respect to senior indebtedness and specified other conditions are satisfied, at the option of the holders of that senior indebtedness, we may be prohibited from making payments on the exchange notes for a designated period of time. For additional information on the subordination terms applicable to the exchange notes, see "Description of the Notes — Subordination."

        As of May 31, 2003, on a consolidated basis, we had approximately $248 million of senior indebtedness outstanding to which the exchange notes would have been expressly subordinated, all of which was secured and substantially all of which represents our and our subsidiaries' obligations under the senior credit facilities, including $18 million of indebtedness of foreign subsidiaries, $13 million of which is guaranteed by us on a senior unsecured basis. As of the same date, on a consolidated basis, the guarantors had no senior indebtedness outstanding to which the exchange notes would have been expressly subordinated, excluding guarantees of our senior indebtedness. As of May 31, 2003, assuming that we complete the ARC acquisition and use a portion of the net proceeds from the offering of the outstanding notes to finance that acquisition and giving effect to the amount we would reborrow under our revolving credit facility to complete that acquisition, on a pro forma basis after giving effect thereto, we would have had approximately $238 million of senior indebtedness outstanding to which the exchange notes would have been expressly subordinated, all of which would have been secured, including $18 million of indebtedness of foreign subsidiaries, $13 million of which is guaranteed by us on a senior unsecured basis. As of the same date, and on the same pro forma basis, the guarantors would have had no senior indebtedness outstanding to which the exchange notes would have been expressly subordinated, excluding guarantees of our senior indebtedness. As of May 31, 2003, assuming that we do not complete the ARC acquisition and instead use the net proceeds from the offering of the outstanding notes to repay outstanding indebtedness under our senior credit facilities, on a pro forma basis after giving effect thereto, we would have had approximately $103 million of senior indebtedness outstanding to which the exchange notes would have been expressly subordinated, all of which would have been secured, including $18 million of indebtedness of foreign subsidiaries, $13 million of which is guaranteed by us on a senior unsecured basis. As of the same date, and on the some pro forma basis, the guarantors would have no senior indebtedness outstanding to which the exchange notes would have been expressly subordinated, excluding guarantees of our senior indebtedness.

The exchange notes will not be guaranteed by all of our subsidiaries and will therefore be structurally subordinated to all indebtedness and other liabilities, including trade debt, of our non-guarantor subsidiaries.

        Although the exchange notes will be fully and unconditionally guaranteed on a senior subordinated basis by each of our material domestic subsidiaries, they will not be guaranteed by any of our other subsidiaries or by entities in which we hold a minority interest or share control. As a result, the exchange notes will be effectively subordinated to all indebtedness and other liabilities, including trade debt, of our non-guarantor subsidiaries and these other entities. As of May 31, 2003, our non-guarantor

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subsidiaries had outstanding approximately $136 million of indebtedness and other liabilities outstanding, including trade payables, to which the exchange notes would have been effectively subordinated.

        Our non-guarantor subsidiaries contributed 43% of our total net sales, 60% of our net income and 44% of our EBITDA for the fiscal year ended November 30, 2002, and 44% of our total net sales, 85% of our net income and 50% of our EBITDA for the six months ended May 31, 2003. Excluding intercompany balances, our non-guarantor subsidiaries represented 28% of our total assets as of May 31, 2003. To the extent we expand our foreign operations, a larger percentage of our consolidated assets, revenue, operating income and EBITDA may be derived from non-guarantor subsidiaries. Our ability to repatriate cash from our subsidiaries may be limited by jurisdictional legal rights, and amounts which we are able to repatriate may be subject to additional taxes.

We may incur more indebtedness, which could exacerbate the risks described above.

        Even though we are highly leveraged following the offering of the outstanding notes, we and our subsidiaries will be able to incur substantial additional indebtedness in the future. Although some of the agreements governing our outstanding indebtedness and the indenture that will govern the exchange notes restricts us and our restricted subsidiaries from incurring additional indebtedness, these restrictions are subject to important exceptions and qualifications. If we or our subsidiaries incur additional indebtedness, the risks that we and they now face as a result of our high leverage could intensify.

Federal and state statutes allow courts, under specific circumstances, to void the guarantees of the exchange notes.

        Our creditors or the creditors of one or more guarantors could challenge the guarantees as fraudulent conveyances or on other grounds. The entering into the guarantees could be found to be a fraudulent transfer and declared void if a court were to determine that:

•

the guarantor delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors;



•

the guarantor did not receive fair consideration for the delivery of the guarantee; or



•

the guarantor was insolvent at the time it delivered the guarantee.

        To the extent a court voids a subsidiary guarantee as a fraudulent transfer or conveyance or holds it unenforceable for any other reason, holders of exchange notes would cease to have any claim against the guarantor who delivered that guarantee. If a court were to take this action, the guarantor's assets would be applied first to satisfy the guarantor's liabilities, including trade payables, and preferred stock claims, if any, before any payment in respect of the guarantee could be made. We cannot assure you that a guarantor's assets would be sufficient to satisfy the claims of the holders of exchange notes relating to any voided portions of any of the guarantees.

Restrictions contained in the indenture and some of the agreements governing our outstanding indebtedness could limit our operating activities.

        The indenture under which the exchange notes will be issued contains covenants that restrict our ability, and the ability of our restricted subsidiaries, to:

•

incur or guarantee additional indebtedness;



•

pay dividends or distributions on, or redeem or repurchase, capital stock;



•

make investments;

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•

issue or sell capital stock of restricted subsidiaries;



•

engage in transactions with affiliates;



•

grant or assume liens; and



•

consolidate, merge or transfer all or substantially all of our assets.

        Some of the agreements governing our outstanding indebtedness contain other and more restrictive covenants, including financial covenants that require us to achieve certain financial and operating results and maintain compliance with specified financial ratios. Our ability to meet these covenants and requirements may be affected by events beyond our control and we may have to curtail some of our operations and growth plans to maintain compliance. Further, because of the restrictions on our ability to grant or assume liens, we may have difficulty securing additional debt financing were we to need additional capital in the future.

Our failure to comply with the covenants contained in our debt instruments, including as a result of events beyond our control, could result in an event of default which could cause payment of our indebtedness to be accelerated.

        If we are not able to comply with the covenants and other requirements contained in the agreements governing our outstanding indebtedness or indebtedness incurred in the future, an event of default under the relevant debt instrument could occur. If an event of default does occur, it could trigger a default under our other debt instruments, we could be prohibited from accessing additional borrowings and the holders of the defaulted indebtedness could declare amounts outstanding with respect to that indebtedness to be immediately due and payable. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments or that we would be able to refinance or restructure the payments under those debt instruments. Even if we are able to secure additional financing, it may not be available on favorable terms.

We may not be able to repurchase the exchange notes upon a change of control.

        Upon a change of control, we will be required to make an offer to purchase all outstanding exchange notes. Pursuant to this offer, we would be required to purchase the exchange notes at 101% of their principal amount plus accrued and unpaid interest up to, but not including, the date of repurchase. The source of funds for any such purchase would be our available cash or third-party financing. However, we cannot assure you that we will have enough available funds at the time of any change of control to make required repurchases of tendered exchange notes. In addition, a change of control is an event of default under some of the agreements governing our outstanding indebtedness. Any future credit agreement or other agreements relating to senior indebtedness to which we or our subsidiaries become a party may contain similar provisions. Our failure to repurchase tendered exchange notes at a time when the repurchase is required by the indenture would constitute a default under the indenture. This default would, in turn, constitute an event of default under some of the agreements governing our outstanding indebtedness and may constitute an event of default under future senior indebtedness any of which could cause the repayment of related indebtedness to be accelerated after any applicable notice or grace periods. If repayment of indebtedness were to be accelerated, we may not have sufficient funds to repurchase the exchange notes and repay the indebtedness.

        In addition, the definition of change of control for purposes of the indenture does not necessarily afford protection for the holders of the exchange notes in the event of some types of highly leveraged transactions, including certain acquisitions, mergers, refinancings, restructurings or other recapitalizations, although these types of transactions could increase our indebtedness or otherwise affect our capital structure or credit ratings and the holders of the exchange notes. The definition of

27

change of control for purposes of the indenture also includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of our properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition under applicable law. Accordingly, our obligation to make an offer to purchase the exchange notes, and the ability of a holder of exchange notes to require us to repurchase its exchange notes pursuant to the offer as a result of a highly leveraged transaction or a sale, lease, transfer, conveyance or other disposition of less than all of our assets, taken as a whole, may be uncertain.

Risks Related to the Exchange Offer

If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to significant restrictions on transfer, and may be subject to a limited trading market and a significant diminution in value.

        If you do not exchange your outstanding notes for the exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. In general, you may only offer or sell the outstanding notes if such offers and sales are registered under the Securities Act and applicable state securities laws, or exempt. To the extent outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining outstanding notes would be adversely affected and there could be a significant diminution in the value of the outstanding notes as compared to the value of the exchange notes.

An active public market may not develop for the exchange notes, which could adversely affect the market price and liquidity of the exchange notes.

        The exchange notes constitute securities for which there is no established trading market. We do not intend to list the exchange notes on any securities exchange or to seek approval for quotation through any automated quotation system, and no active public market for the exchange notes is currently anticipated. If a market for the exchange notes should develop, the exchange notes could trade at a discount from their principal amount, and they may be difficult to sell. Future trading prices of the exchange notes will depend on many factors, including prevailing interest rates, our operating results and the market for similar securities. As a result, you may not be able to resell any exchange notes or, if you are able to resell, you may not be able to do so at a satisfactory price.

If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes, you could be deemed an underwriter under the Securities Act and be required to deliver a prospectus when you resell the exchange notes.

        If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are deemed to be an underwriter and do not comply with these prospectus delivery requirements, you may be subject to civil penalties.

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain information contained in this prospectus should be considered "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. These statements present, without limitation, the expectations, beliefs, plans and objectives of management and future financial performance and assumptions underlying or judgments concerning matters discussed in this document. The words "believe," "estimate," "anticipate," "project" and "expect," and similar expressions, are intended to identify forward-looking statements. 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 our actual results or outcomes to differ materially from those expected and expressed in our forward-looking statements. Some important risk factors that could cause our actual results or outcomes to differ from those expressed in our forward-looking statements include, but are not limited to, the following:

•

legal and regulatory developments that may have an adverse impact on us or our segments; for example:



•

our operations and financial condition could be adversely impacted if the judgment order in the amount of approximately $29 million entered on November 21, 2002 against GenCorp Inc. in GenCorp Inc. v. Olin Corporation (U.S. District Court for the Northern District of Ohio, Eastern Division), which is described in more detail in Note 8 to our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2003, is upheld on appeal and the offsets to which we believe we are entitled are not realized;



•

restrictions on real estate development that could delay our proposed real estate development activities;



•

a change in toxic tort or asbestos litigation trends which is adverse to us; and



•

changes in international tax laws or currency controls;



•

changes in company-wide or business segment strategies, which may result in changes in the types or mix of business in which we are involved or choose to invest;



•

changes in U.S., global or regional economic conditions, which may affect, among other things:



•

customer funding for the purchase of aerospace and defense products, which may impact our Aerospace and Defense segment's business base and, as a result, impact its ability to recover environmental costs;



•

consumer spending on new vehicles, which could reduce demand for products from our GDX Automotive segment;



•

health care spending and demand for the pharmaceutical ingredients produced by our Fine Chemicals segment;



•

our ability to successfully complete our real estate activities; and



•

the funded status and costs related to our employee retirement benefit plans;



•

certain risks associated with our Aerospace and Defense segment's role as a defense contractor, including:



•

the right of the U.S. Government to terminate any contract for convenience;

29

•

modification or termination of U.S. Government contracts due to lack of congressional funding; and



•

lack of assurance that our bids for new programs will be successful or that our customers will exercise contract options or seek follow-on contracts with us due to the competitive marketplace in which we compete;



•

changes in U.S. and global financial and equity markets, including market disruptions and significant currency or interest rate fluctuations, that may impede our access to, or increase the cost of, external financing for our operations and investments or materially affect our results of operations and cash flows;



•

increased competitive pressures, both domestically and internationally, which may, among other things, affect the performance of our businesses; for example, the automotive industry is increasingly outsourcing the production of key vehicle sub-assemblies, and, accordingly, industry suppliers, such as our GDX Automotive segment, will need to demonstrate the ability to be a reliable supplier of integrated components to maintain and expand its market share;



•

labor disputes, which may lead to increased costs or disruption of operations in our Aerospace and Defense, GDX Automotive and Fine Chemicals segments;



•

changes in product mix, which may affect automotive vehicle preferences and demand for our GDX Automotive segment's products;



•

technological developments or patent infringement claims, which may impact the use of critical technologies in our Aerospace and Defense, GDX Automotive and Fine Chemicals segments leading to reduced sales or increased costs; and



•

an unexpected adverse result or required cash outlay in the toxic tort cases, environmental proceedings or other litigation, or a change in proceedings or investigations pending against us.

        These and other factors are described in more detail under the heading "Risk Factors" in this prospectus beginning on page 13 and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2002. Additional risks may be described from time-to-time in future filings with the Securities and Exchange Commission. All such risk factors are difficult to predict, contain material uncertainties that may affect actual results and may be beyond our control.

30

THE EXCHANGE OFFER

Purpose of the Exchange Offer

        In connection with the issuance and sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of the outstanding notes. We are making the exchange offer to satisfy our obligations under the registration rights agreement.

Terms of the Exchange

        We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, exchange notes for an equal principal amount of outstanding notes. The terms of the exchange notes are identical in all material respects to those of the outstanding notes, except for the transfer restrictions and registration rights relating to the outstanding notes which will not apply to exchange notes. The exchange notes will be entitled to the benefits of the indenture. See "Description of the Notes."

        The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered or accepted for exchange. As of the date of this prospectus, $150 million aggregate principal amount of the outstanding notes is outstanding. Outstanding notes tendered in the exchange offer must be tendered in a minimum principal amount of $1,000 and integral multiples of $1,000.

        Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, holders of outstanding notes, except any holder who is an "affiliate" of ours within the meaning of Rule 405 under the Securities Act, who exchange their outstanding notes for exchange notes pursuant to the exchange offer generally may offer the exchange notes for resale, resell the exchange notes and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holder's business and holder is not participating in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes as described in "Plan of Distribution." In addition, to comply with the securities laws of individual jurisdictions, if applicable, the exchange notes may not be offered or sold unless they have been registered or qualified for sale in the jurisdiction or an exemption from registration or qualification is available and complied with. We have agreed, pursuant to the registration rights agreement to register or qualify the exchange notes for offer or sale under the securities or blue sky laws of the jurisdictions you reasonably request in writing. If you do not exchange such outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to restrictions on transfer.

        If any holder of the outstanding notes is an affiliate of ours, is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes to be acquired in the exchange offer, the holder would not be able to rely on the applicable interpretations of the Securities and Exchange Commission and would be required to comply with the registration requirements of the Securities Act, except for resales made pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act and applicable state securities laws.

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Expiration Date; Extensions; Termination; Amendments

        The exchange offer expires on the expiration date, which is 5:00 p.m., New York City time, on                        , 2003 unless we in our sole discretion extend the period during which the exchange offer is open.

        We reserve the right to extend the exchange offer at any time and from time to time prior to the expiration date by giving written notice to The Bank of New York, the exchange agent, and by public announcement communicated by no later than 9:00 a.m. on the next business day following the previously scheduled expiration date, unless otherwise required by applicable law or regulation, by making a release to the Dow Jones News Service. However, if extended, the exchange offer will remain open for a maximum of 45 business days after the date of this prospectus. During any extension of the exchange offer, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us.

        The exchange date will be the second business day following the expiration date. We expressly reserve the right to:

•

terminate the exchange offer and not accept for exchange any outstanding notes for any reason, including if any of the events set forth below under "—Conditions to the Exchange Offer" shall have occurred and shall not have been waived by us; and



•

amend the terms of the exchange offer in any manner, whether before or after any tender of the outstanding notes.

        If any termination or material amendment occurs, we will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of the outstanding notes as promptly as practicable.

        Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the exchange notes for the tendered outstanding notes on the exchange date. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration or termination of the exchange offer. See "—Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes" below for more information.

        This prospectus and the related letter of transmittal and other relevant materials will be mailed by us to record holders of outstanding notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of outstanding notes.

Procedures for Tendering Outstanding Notes

        The tender of outstanding notes by you pursuant to any one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        General Procedures.    You may tender the notes by:

•

properly completing and signing the letter of transmittal or a facsimile and delivering the letter of transmittal together with:



•

the certificate or certificates representing the outstanding notes being tendered and any required signature guarantees, to the exchange agent at its address set forth in the letter of transmittal on or prior to the expiration date, or



•

a timely confirmation of a book-entry transfer of the outstanding notes being tendered, if the procedure is available, into the exchange agent's account maintained at The Depositary

32

Trust Company, or DTC, for that purpose pursuant to the procedure for book-entry transfer described below, or

•

complying with the guaranteed delivery procedures described below.

        If tendered outstanding notes are registered in the name of the signer of the letter of transmittal and the exchange notes to be issued in exchange for those outstanding notes are to be issued, or if a new note representing any untendered outstanding notes is to be issued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered outstanding notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a commercial bank or trust company located or having an office or correspondent in the United States or by a member firm of a national securities exchange or of the National Association of Securities Dealers, Inc. or by a member of a signature medallion program such as "STAMP." If the exchange notes and/or outstanding notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the outstanding notes, the signature on the letter of transmittal must be guaranteed by an eligible institution.

        Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender outstanding notes should contact the holder promptly and instruct the holder to tender outstanding notes on the beneficial owner's behalf. If the beneficial owner wishes to tender the outstanding notes itself, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in the beneficial owner's name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

        A tender will be deemed to have been received as of the date when:

•

the tendering holder's properly completed and duly signed letter of transmittal accompanied by the outstanding notes is received by the exchange agent,



•

the tendering holder's properly completed and duly signed letter of transmittal accompanied by a book-entry confirmation is received by the exchange agent, or



•

a notice of guaranteed delivery or letter or facsimile transmission to similar effect from an eligible institution is received by the exchange agent.

        Issuances of exchange notes in exchange for outstanding notes tendered pursuant to a notice of guaranteed delivery or letter or facsimile transmission to similar effect by an eligible institution will be made only against deposit of the letter of transmittal, the tendered outstanding notes, or book-entry confirmation, if applicable, and any other required documents.

        All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of outstanding notes will be determined by us, and will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, upon advice of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the exchange offer or any defects or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding.

        The method of delivery of outstanding notes and all other documents is at the election and risk of the tendering holders, and delivery will be deemed made only when actually received and confirmed by

33

the exchange agent. If the delivery is by mail, it is recommended that registered mail properly insured with return receipt requested be used and that the mailing be made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for the holders.

        Book-Entry Transfer.    The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer within two business days after the prospectus is mailed to holders, and any financial institution that is a participant in DTC may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer.

        Guaranteed Delivery Procedures.    If you desire to tender outstanding notes pursuant to the exchange offer, but time will not permit a letter of transmittal, the outstanding notes or other required documents to reach the exchange agent on or before the expiration date, or if the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if the exchange agent has received at its office a letter or facsimile transmission from an eligible institution setting forth the name and address of the tendering holder, the names in which the outstanding notes are registered, the principal amount of the outstanding notes being tendered and, if possible, the certificate numbers of the outstanding notes to be tendered, and stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the expiration date, the outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal and any other required documents, will be delivered by the eligible institution to the exchange agent in accordance with the procedures outlined above. Unless outstanding notes being tendered by the above-described method are deposited with the exchange agent, including through a book-entry confirmation, within the time period set forth above and accompanied or preceded by a properly completed letter of transmittal and any other required documents, we may, at our option, reject the tender. Additional copies of a notice of guaranteed delivery which may be used by eligible institutions for the purposes described in this paragraph are available from the exchange agent.

Terms and Conditions of the Letter of Transmittal

        The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

        The transferring party tendering outstanding notes for exchange will be deemed to have exchanged, assigned and transferred the outstanding notes to us and irrevocably constituted and appointed the exchange agent as the transferor's agent and attorney-in-fact to cause the outstanding notes to be assigned, transferred and exchanged. The transferor will be required to represent and warrant that it has full power and authority to tender, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of the tendered outstanding notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered outstanding notes, free and clear of any and all liens, restrictions, other than restrictions on transfer, charges and encumbrances and that the notes are not and will not be subject to any adverse claim. The transferor will be required to also agree that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the exchange, assignment and transfer of tendered outstanding notes. The transferor will be required to agree that acceptance of any tendered outstanding notes by us and the issuance of exchange notes in exchange for tendered outstanding notes will constitute performance in full by us of our obligations

34

under the registration rights agreement and that we will have no further obligations or liabilities under the registration rights agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death, bankruptcy or incapacity of the transferor and every obligation of the transferor and will be binding upon the heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

        By tendering outstanding notes and executing the letter of transmittal, the transferor will be required to certify that:

•

any exchange notes received by it will be acquired in the ordinary course of its business;



•

the transferor has and, at the time of the consummation of the exchange offer, will have no arrangement or understanding with any person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act;



•

the transferor is not an affiliate of ours or our subsidiary guarantors within the meaning of the Securities Act and is not acting on behalf of any persons who could not truthfully make the foregoing representations or, if the transferor is an affiliate of ours or our subsidiary guarantors, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;



•

if the transferor is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes; and



•

if the transferor is a broker-dealer, that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of exchange notes.

        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

Withdrawal Rights

        Outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.

        For a withdrawal to be effective, a written letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the letter of transmittal not later than the close of business on the expiration date. Any notice of withdrawal must specify the person named in the letter of transmittal as having tendered outstanding notes to be withdrawn, the certificate numbers and principal amount of outstanding notes to be withdrawn, that the holder is withdrawing its election to have such outstanding notes exchanged and the name of the registered holder of the outstanding notes. The notice must be signed by the holder in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the outstanding notes being withdrawn. The exchange agent will return the properly withdrawn outstanding notes promptly following receipt of notice of withdrawal. Properly withdrawn outstanding notes may be retendered by following one of the procedures described under "—Procedures for Tendering Outstanding Notes" above at any time on or prior to the expiration date. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of such

35

facility. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and will be final and binding on all parties.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes

        Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of outstanding notes validly tendered and not withdrawn and the issuance of the exchange notes will be made on the exchange date. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered outstanding notes when, and if we have given written notice to the exchange agent.

        The exchange agent will act as agent for the tendering holders of outstanding notes for the purposes of receiving exchange notes from us and causing the outstanding notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of exchange notes to be issued in exchange for accepted outstanding notes will be made by the exchange agent on the exchange date. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry procedures described above, the outstanding notes will be credited to an account maintained by the holder with DTC for the outstanding notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to issue exchange notes in exchange for any properly tendered outstanding notes not previously accepted and may terminate the exchange offer, by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to the Dow Jones News Service, or, at our option, modify or otherwise amend the exchange offer, if:

•

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or of the Securities and Exchange Commission:



•

seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer,



•

assessing or seeking any damages as a result thereof, or



•

resulting in a material delay in our ability to accept for exchange or exchange some or all of the outstanding notes pursuant to the exchange offer; or



•

the exchange offer shall violate any applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission.

        We may waive any or all of these conditions at any time, in whole or in part, prior to the expiration of the exchange offer. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right. In addition, we reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the exchange offer.

        Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

36

        In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for any outstanding notes, if, at that time, any stop order has been issued, or is threatened with respect to the registration statement of which this prospectus is a part or with respect to qualification of the indenture under the Trust Indenture Act, as amended.

Exchange Agent

        The Bank of New York has been appointed as the exchange agent for the exchange offer. Questions relating to the procedure for tendering, as well as requests for additional copies of this prospectus, the letter of transmittal or a notice of guaranteed delivery, should be directed to the exchange agent as follows:

By Registered or Certified Mail:	Facsimile Transmission Number: (For Eligible Institutions Only) (212) 298-1915	By Hand/Overnight Delivery:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Enrique Lopez	To Confirm by Telephone or for: Information Call: (212) 815-2742	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Enrique Lopez

        Delivery of the letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

        The Bank of New York also acts as trustee under the indenture.

Solicitation of Tenders; Expenses

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and we will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us and are estimated at approximately $0.5 million.

        No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, the information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made in the exchange offer will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any earlier date as of which information is given in this prospectus. The exchange offer is not being made to, nor will tenders be accepted from or on behalf of, holders of outstanding notes in any jurisdiction in which the making of the exchange offer or the acceptance would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take any action as we may deem necessary to make the exchange offer in any jurisdiction. In any jurisdiction where its securities laws or blue sky laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers which are licensed under the laws of the jurisdiction.

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Appraisal Rights

        You will not have dissenters' rights or appraisal rights in connection with the exchange offer.

Accounting Treatment

        The exchange notes will be recorded at the carrying value of the outstanding notes as reflected on our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the exchange of exchange notes for outstanding notes. Expenses incurred in connection with the issuance of the exchange notes will be amortized over the term of the exchange notes.

Transfer Taxes

        If you tender your outstanding notes, you will not be obligated to pay any transfer taxes in connection with the exchange offer unless you instruct us to register exchange notes in the name of, or request outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered holder, in which case you will be responsible for the payment of any applicable transfer tax.

Tax Considerations

        We advise you to consult your own tax advisers as to your particular circumstances and the effects of any state, local or foreign tax laws to which you may be subject. The following discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, regulations, rulings and judicial decisions, in each case as in effect on the date of this prospectus, all of which are subject to change.

        The exchange of an outstanding note for an exchange note will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each exchange note received as you had immediately prior to the exchange in the corresponding outstanding note surrendered. See "U.S. Federal Income Tax Considerations" for more information.

Consequences of Failure to Exchange

        As consequence of the offer or sale of the outstanding notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of outstanding notes who do not exchange outstanding notes for exchange notes in the exchange offer will continue to be subject to the restrictions on transfer of the outstanding notes. In general, the outstanding notes may not be offered or sold unless such offers or sales are registered under the Securities Act, or exempt from, or not subject to, the Securities Act and applicable state securities laws.

        Upon completion of the exchange offer, due to the restrictions on transfer of the outstanding notes and the absence of similar restrictions applicable to the exchange notes, it is likely that the market, if any, for outstanding notes will be relatively less liquid than the market for exchange notes. Consequently, holders of outstanding notes who do not participate in the exchange offer could experience significant diminution in the value of their outstanding notes, compared to the value of the exchange notes.

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USE OF PROCEEDS

        We will not receive any proceeds from the issuance of the exchange notes. The net proceeds from the sale of the outstanding notes after deduction of underwriting discounts and expenses were approximately $145 million. We used $50 million of the net proceeds to repay all outstanding indebtedness under our revolving credit facility and intend to use the balance of the net proceeds to finance a portion of the purchase price of the ARC acquisition and to pay related fees and expenses. The remainder of the purchase price for the ARC acquisition is expected to be financed with borrowings under our revolving credit facility at the time the acquisition closes. Pending completion of the ARC acquisition, the portion of the net proceeds to be used for the purchase price is being held in a designated account, as described under "Description of Other Indebtedness."

        Amounts repaid under our revolving credit facility may be reborrowed at any time or from time to time, and borrowings may be used for any purpose, subject only to the limitations contained in the agreements governing that facility.

        Under the terms of the amendment and waiver to our senior credit facilities executed in connection with the offering of the outstanding notes, if we do not complete the ARC acquisition by December 31, 2003, we will be required to use the balance of the net proceeds to repay in full outstanding indebtedness under our Term Loan A, plus accrued and unpaid interest, with the remainder to be used to repay outstanding indebtedness under our Term Loan B, plus accrued and unpaid interest, subject to modification in accordance with the terms of the amendment and waiver. Once repaid, the Term Loan A and Term Loan B indebtedness may not be reborrowed.

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CAPITALIZATION

        The following table sets forth, as of May 31, 2003, our actual historical capitalization and our pro forma capitalization as adjusted to give effect to the offering of the outstanding notes and the application of a portion of the net proceeds from that offering to repay outstanding borrowings under our revolving credit facility. Pending the close of the ARC acquisition, the net proceeds from the offering of the outstanding notes after repayment of outstanding borrowings under our revolving credit facility have been invested in short-term investments and are shown in cash and cash equivalents in the table below.

			May 31, 2003
			Actual		Pro Forma
			(in millions)
Cash and cash equivalents(1)			$	46	$	146
Long-term debt, including current maturities:
	Revolving Credit Facility(2)		$	45	$	—
	Term Loan A			62		62
	Term Loan B			114		114
	Other senior debt			27		27
	Senior Subordinated Notes due 2013			—		150
	Convertible Subordinated Notes due 2007(3)			150		150
		Total long-term debt, including current maturities		398		503
Shareholders' equity:
	Preference stock, par value of $1.00; 15 million shares authorized, none issued or outstanding			—		—
	Common stock, par value of $0.10; 150 million shares authorized; 43.9 million shares issued, 43.4 million shares outstanding			4		4
	Other capital			15		15
	Retained earnings			366		366
	Accumulated other comprehensive income, net of income taxes			25		25
		Total shareholders' equity		410		410
		Total capitalization	$	808	$	913

(1)

Pro forma cash and cash equivalents shown as of May 31, 2003 includes approximately $100 million of net proceeds from the offering of the outstanding notes, which we intend to use to finance a portion of the purchase price for the ARC acquisition, based on the repayment of $45 million of outstanding borrowings as of that date under our revolving credit facility. The actual amount of borrowings outstanding on August 11, 2003 was $50 million. As a result, the actual net proceeds being held as cash and cash equivalents until completion of the ARC acquisition are $95 million. We expect the balance of the purchase price for the ARC acquisition and related fees and expenses of approximately $40 million to be financed with borrowings under our revolving credit facility to be drawn at the time the acquisition closes. Under the terms of the amendment and waiver to our senior credit facilities executed in connection with the offering of the outstanding notes, if we do not complete the ARC acquisition by December 31, 2003, we will be required to use the $95 million of net proceeds from that offering set aside for purposes of the ARC acquisition to repay in full outstanding indebtedness under our Term Loan A, plus accrued and unpaid interest, with the remainder to be used to repay outstanding indebtedness under our Term Loan B, plus accrued and unpaid interest, subject to modification in accordance with the terms of the amendment and waiver. If we are required to apply the net proceeds to repay Term Loan A in

40

full and a portion of Term Loan B, as of May 31, 2003, after giving pro forma effect to the offering of the outstanding notes and this application of the net proceeds, but without taking account of the payment of any accrued and unpaid interest on Term Loan A and Term Loan B, we would have had cash and cash equivalents of approximately $46 million, total outstanding indebtedness under our senior secured credit facilities of approximately $103 million and total long-term debt of approximately $403 million. If we had used all of the net proceeds to repay outstanding indebtedness under our credit facilities, we would have had to write off $4 million, net of tax, in financing costs as of May 31, 2003, which would also reduce our total capitalization by the same amount. Our total capitalization, therefore, would have been approximately $809 million.

(2)

As of May 31, 2003, we had outstanding borrowings of approximately $45 million, outstanding letters of credit of approximately $55 million and approximately $37 million available under our $137 million revolving credit facility. Actual borrowings as of August 11, 2003, the date on which we repaid such borrowings, were $50 million. See footnote (1) above. If we complete the ARC acquisition, we expect to reborrow under our revolving credit facility an amount sufficient to finance the balance of the purchase price for that acquisition.

(3)

The convertible notes are convertible at any time prior to maturity into shares of our common stock at a conversion price of $18.42 per share. The initial conversion price is equivalent to a conversion rate of approximately 54.29 shares per $1,000 principal amount of convertible notes.

41

SELECTED HISTORICAL FINANCIAL INFORMATION OF GENCORP INC.

        The following selected historical consolidated financial information about us as of November 30, 2001 and 2002, and for each of the three years in the period ended November 30, 2002, has been derived from, and should be read together with, our audited consolidated financial statements, and the related notes, included elsewhere in this prospectus. The selected historical consolidated financial information about us as of November 30, 1998, 1999 and 2000, and for each of the two years in the period ended November 30, 1999, has been derived from our audited consolidated financial statements, and the related notes, included in our Annual Reports on Form 10-K for the fiscal years then ended previously filed with the Securities and Exchange Commission, which are not incorporated by reference into, or included in, this prospectus. The selected historical consolidated financial information about us as of May 31, 2003, and for the six months ended May 31, 2002 and 2003, has been derived from, and should be read together with, our unaudited condensed consolidated financial statements, and the related notes, included elsewhere in this prospectus. In the opinion of management, all adjustments considered necessary for a fair presentation of our interim results and financial position have been included in our results and financial position as of May 31, 2003, and for the six months ended May 31, 2002 and 2003. Interim results are not necessarily indicative of the results that can be expected for a full fiscal year. The information should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2002 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2003, which are incorporated by reference into this prospectus.

        In addition, during the periods presented, we completed a number of acquisitions and dispositions, some of which were significant. As a result, our historical financial results for the periods presented may not be directly comparable. For more information about the acquisitions and dispositions effected during the periods presented, see Note 7 to our audited consolidated financial statements, in our Annual Report on Form 10-K for the year ended November 30, 2002, which is included elsewhere in this prospectus.

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				Year Ended November 30,															Six Months Ended May 31,
				1998			1999			2000			2001			2002			2002			2003
				(in millions, except per share information and ratios)
Income Statement Data:
Net sales(1):
	Aerospace and Defense			$	673		$	570		$	534		$	640		$	277		$	138		$	147
	GDX Automotive				375			456			485			808			806			399			405
	Fine Chemicals(2)				—			45			28			38			52			15			34
					1,048			1,071			1,047			1,486			1,135			552			586
Income (loss) from continuing operations before income taxes:
	Aerospace and Defense				68			67			104			131			59			30			20
	GDX Automotive				3			16			29			(4	)		38			20			21
	Fine Chemicals(2)				—			(5	)		(14	)		(14	)		3			(4	)		6
	Segment restructuring(3)				—			—			—			(30	)		(2	)		—			—
	Segment unusual items, net(3)				9			21			—			149			(12	)		(6	)		—
		Segment operating profit			80			99			119			232			86			40			47
	Interest expense, net				(6	)		(6	)		(18	)		(33	)		(16	)		(7	)		(11	)
	Corporate and other expenses, net				(14	)		(10	)		(18	)		(4	)		(25	)		(15	)		(16	)
	Other restructuring(3)				—			—			—			(10	)		—			—			—
	Other unusual items, net(3)				—			(9	)		4			2			(3	)		(3	)		—
Income from continuing operations before income taxes				$	60		$	74		$	87		$	187		$	42		$	15		$	20
Income from continuing operations, net of income taxes				$	38		$	45		$	52		$	128		$	30		$	9		$	13
Income from discontinued operations, net of income taxes					46			26			—			—			—			—			—
Cumulative effect of a change in accounting principle, net of income taxes(4)					—			—			74			—			—			—			—
Net income				$	84		$	71		$	126		$	128		$	30		$	9		$	13
Basic earnings per share of Common Stock
	Income from continuing operations			$	0.91		$	1.09		$	1.24		$	3.03		$	0.71		$	0.21		$	0.30
	Income from discontinued operations				1.11			0.63			—			—			—			—			—
	Cumulative effect of change in accounting principle				—			—			1.76			—			—			—			—
			Total	$	2.02		$	1.72		$	3.00		$	3.03		$	0.71		$	0.21		$	0.30
Diluted earnings per share of Common Stock
	Income from continuing operations			$	0.90		$	1.07		$	1.23		$	3.00		$	0.69		$	0.21		$	0.30
	Income from discontinued operations				1.09			0.63			—			—			—			—			—
	Cumulative effect of a change in accounting principle				—			—			1.76			—			—			—			—
			Total	$	1.99		$	1.70		$	2.99		$	3.00		$	0.69		$	0.21		$	0.30
Cash dividends paid per share of Common Stock				$	0.60		$	0.48		$	0.12		$	0.12		$	0.12		$	0.06		$	0.06
Other Data:
Capital expenditures				$	68		$	97		$	82		$	49		$	45		$	14		$	21
Depreciation and amortization					43			44			50			77			66			32			37
Ratio of earnings to fixed charges(5)					8.5x			11.6x			5.2x			5.7x			2.9x			2.5x			2.4x
Balance Sheet Data (at end of period):
Cash and cash equivalents				$	24		$	23		$	17		$	44		$	48					$	46
Property, plant and equipment:
	Land				33			30			30			37			50						51
	Buildings and improvements				233			243			261			277			299						307
	Machinery and equipment				545			555			599			629			708						761
	Construction-in-progress				22			50			49			26			23						41
	Accumulated depreciation				(536	)		(543	)		(573	)		(515	)		(599	)					(664	)
Total assets					1,743			1,232			1,325			1,468			1,636						1,671
Total debt					370			158			190			214			387						398
Total shareholders' equity					339			75			186			310			360						410

(1)

See Note 7 to our audited consolidated financial statements, included elsewhere in this prospectus, for information relating to business acquisition and disposition activities.

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(2)

Comparable, discrete financial information is not available for the Fine Chemicals segment for 1998. Results for the Fine Chemicals segment are included in the results for the Aerospace and Defense segment for that year.

(3)

See Note 13 to our audited consolidated financial statements, included elsewhere in this prospectus, for information on restructuring and unusual items included in our financial results.

(4)

See Note 8(a) to our audited consolidated financial statements, included elsewhere in this prospectus, for additional information relating to the change in accounting principle.

(5)

For purposes of calculating the ratio of earnings to fixed charges, "earnings" represents income from continuing operations before income taxes, plus fixed charges. "Fixed charges" consists of interest expense, including amortization of debt issuance costs and that portion of rental expense considered to be a reasonable approximation of interest. On a pro forma basis, after giving effect to the Redmond Washington acquisition that we completed in October 2002 and the ARC acquisition, as if each of these transactions had occurred as of December 1, 2001, the offering of the outstanding notes and the application of the net proceeds of that offering to finance the ARC acquisition and repay outstanding indebtedness under our revolving credit facility, our ratio of earnings to fixed charges would have been 2.0 to 1.0 for fiscal 2002. On a pro forma basis, after giving effect to the acquisition of the Redmond Washington business that we completed in October 2002, as if this transaction had occurred as of December 1, 2001, and the offering of the outstanding notes, assuming we do not complete the ARC acquisition and therefore use all of the net proceeds to repay outstanding indebtedness under our senior credit facilities, our ratio of earnings to fixed charges also would have been 2.1 to 1.0 for fiscal 2002. If we had used all of the net proceeds to repay outstanding indebtedness under our senior credit facilities, we would have had to write off $4 million, net of tax, in financing costs as of May 31, 2003. We have not included the write-off of financing costs in the preceding pro forma ratio.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF THE ARC PROPULSION BUSINESS

        We are providing supplemental historical financial information for the ARC propulsion business as of December 31, 2002 and for the year then ended because we believe it will assist investors in understanding the proposed ARC acquisition and its impact on our results of operations and financial condition. The information presented has been derived from the audited financial statements, and the related notes, of the ARC propulsion business, which have not been included in this prospectus. The historical financial information for the ARC propulsion business as of and for the three months ended March 24, 2002 and March 23, 2003 has been derived from the unaudited condensed financial statements, and the related notes, of the ARC propulsion business, which have not been included in this prospectus. Included in the historical financial information for the ARC propulsion business are certain assets and liabilities that will be retained by the seller. Interim results are not necessarily indicative of the results that can be expected for a full fiscal year.

		Year Ended,			Three Months Ended,
		December 31, 2002			March 24, 2002			March 23, 2003
		(in millions)
Income Statement Data:
Net sales		$	144		$	31		$	30
Cost of sales			116			26			25
Operating expenses(1)			19			5			5
Operating income			9			—			—
Interest expense, net			9			2			2
Loss before income taxes			—			(2	)		(2	)
Income tax benefit			—			(1	)		(1	)
Loss before effect of a change in accounting principle, net of taxes			—			(1	)		(1	)
Effect of a change in accounting principle, net of income taxes(2)			(102	)		(102	)		—
Net loss		$	(102	)	$	(103	)	$	(1	)
Other Data:
Capital expenditures		$	4		$	1		$	1
Depreciation and amortization			8			2			2
Balance Sheet Data (as of end of period):
Cash and cash equivalents		$	1					$	1
Property, plant and equipment:
	Land		12						12
	Buildings and improvements		34						34
	Machinery and equipment		110						110
	Construction in progress		2						3
	Accumulated depreciation		(111	)					(113	)
Total assets(3)			150						148
Total debt(4)			6						6

(1)

Operating expenses include an administrative corporate charge from the parent of $4 million for the year ended December 31, 2002, $1 million for the three months ended March 24, 2002, and $1 million for the three months ended March 23, 2003.

(2)

Effective January 1, 2002, ARC adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." The statement changed the accounting for goodwill from an amortization method to an impairment only approach. ARC completed the required impairment review and recorded a non-cash charge of $102 million.

(3)

Includes assets that will not be acquired by us in the ARC acquisition, which we do not expect to be material.

(4)

None of the outstanding debt of the ARC propulsion business will be assumed by us in the ARC acquisition.

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FINANCING OBLIGATIONS AND OTHER COMMITMENTS

        The following information should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2002 and in our Quarterly Report for the fiscal quarter ended May 31, 2003, which are incorporated by reference into this prospectus, as well as our audited consolidated financial statements and our unaudited condensed consolidated financial statements, and the related notes, included elsewhere in this prospectus.

        Our financing obligations and other commitments include primarily our outstanding convertible notes, our senior credit facilities and operating leases. The following table summarizes these obligations as of November 30, 2002 and their expected effect on our liquidity and cash flow in future periods on an actual and on a pro forma basis giving effect to the offering of the outstanding notes and the application of the net proceeds from that offering assuming, in the case of the second table, that we complete the ARC acquisition and, in the case of the third table, that we do not complete the ARC acquisition:

		Actual Anticipated Payment Dates Fiscal Year Ended November 30,
		Total		2003		2004		2005		2006		2007		Thereafter
		(in millions)
Financing Obligations:
Long-term debt		$	387	$	22	$	23	$	28	$	76	$	238	$	—
Operating leases			58		7		6		5		5		5		30
	Total financing obligations	$	445	$	29	$	29	$	33	$	81	$	243	$	30

		Pro Forma Anticipated Payment Dates Fiscal Year Ended November 30,
		Total		2003		2004		2005		2006		2007		Thereafter
		(in millions)
Financing Obligations:
Long-term debt		$	527	$	22	$	23	$	28	$	66	$	238	$	150
Operating leases			68		10		8		7		7		6		30
	Total financing obligations	$	595	$	32	$	31	$	35	$	73	$	244	$	180

		Pro Forma Anticipated Payment Dates Fiscal Year Ended November 30,
		Total		2003		2004		2005		2006		2007		Thereafter
		(in millions)
Financing Obligations:
Long-term debt		$	392	$	2	$	4	$	2	$	24	$	210	$	150
Operating leases			58		7		6		5		5		5		30
	Total financing obligations	$	450	$	9	$	10	$	7	$	29	$	215	$	180

        We also issue purchase orders and make other commitments to suppliers for equipment, materials and supplies in the normal course of business. These purchase commitments are generally for volumes consistent with anticipated requirements to fulfill purchase orders or contracts for product deliveries that we have received, or expect to receive, from our customers.

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BUSINESS

Overview

        We are a multinational diversified manufacturing and engineering company with operations in three business segments:

Aerospace and Defense — includes the operations of Aerojet-General Corporation, or Aerojet, which designs, develops and manufactures propulsion systems for space and defense applications, armament systems for precision tactical weapon and munitions applications, and advanced airframe structures. This segment also includes our real estate activities.

GDX Automotive — develops and manufactures vehicle sealing systems for automotive original equipment manfacturers, or OEMs.

Fine Chemicals — includes the operations of Aerojet Fine Chemicals LLC, or AFC, which manufactures and supplies custom manufactured active pharmaceutical ingredients and registered intermediates to pharmaceutical and biotechnology customers.

        For more information about our three business segments, including our real estate activities, see our Annual Report on Form 10-K for the fiscal year ended November 30, 2002.

Competitive Strengths

        We believe that we maintain a strong market position in each of our operating segments as a result of a number of factors, including:

        Demonstrated history of technological innovation, engineering and successful product development.    The success of each of our three business segments is due in part to the ability of each to develop, design and manufacture products utilizing innovative technology. Aerojet has designed, developed and produced some of the most advanced propulsion systems in the world. This legacy of innovation has continued with several recent technology development contract awards from NASA and DARPA relating to advanced booster engines, nozzles, reaction control engines, variable thrust solid tactical motors and electric propulsion technologies. Aerojet's production contract portfolio includes many technologically-advanced programs, including directional control and propulsion systems for the kill vehicle components of missile defense systems, the world's largest monolithic solid rocket motor for Lockheed Martin's Atlas V launch vehicle, and advanced warheads for Predator, the U.S. Marine Corps' new shoulder-fired anti-armor weapon.

        GDX Automotive maintains advanced design and engineering centers that focus on improving noise attenuation, designing lighter and more environmentally-friendly sealing materials and developing more efficient and cost-effective manufacturing processes and tooling. We believe that this focus on product development, particularly our polyurethane bonding process and thermoplastic sealing materials, significantly influenced Audi's decision in 2002 to award its first ever sole-source vehicle sealing contract to GDX for the A6 platform.

        AFC has developed key competencies in handling energetic and highly potent chemical compounds utilizing technologies initially developed and refined by our Aerospace and Defense segment. AFC has also been a leader in developing and implementing simulated moving bed technology for chiral separations. Chirally-pure molecules provide a targeted therapeutic response with typically fewer side effects than molecules produced by more traditional processes. AFC has also demonstrated its ability to assist its customers during product launch by efficiently transitioning from small-batch to high-volume production while maintaining full adherence to strict regulatory and customer standards.

        Strong incumbent positions with core customers.    We believe that our long-term relationships and reputation for performance enhance customer loyalty and position us to secure new programs and platforms. Aerojet has developed close working relationships with key decision-makers in various U.S. government agencies and departments while working over the past 40 years as both a prime contractor and subcontractor on numerous programs critical to U.S. national security. GDX also has long-standing supplier relationships with each of its largest customers, including relationships that span over 50 years

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with General Motors and Ford. AFC maintains strong relationships with its customers and is an approved supplier on important products for these customers.

        As the sole source supplier on many of our programs, we are the only supplier that has been qualified by the customer to perform the specified contracted duties, many of which are also subject to rigorous regulatory requirements. We believe that our strong incumbent positions, in light of these qualification barriers to entry, provide us with key competitive advantages in winning contracts for new programs as well as follow-on and derivative contracts for existing programs.

        Diversified businesses and product portfolio.    GenCorp Inc. operates in three business segments that maintain separate and distinct customer bases and market characteristics. Each of our segments maintains a broad portfolio of products and technologies. Aerojet's liquid, solid and electric propulsion systems are used in a wide range of launch vehicle, missile, in-space propulsion, missile defense and precision strike applications. Aerojet also designs and manufactures critical components for vital, precision armament systems used by the U.S. military and allied nations. Aerojet's current contract base includes over 175 active defense and propulsion contracts.

        GDX Automotive serves a diversified customer base made up of substantially all of the major automotive OEMs in North America and Europe. The ability to satisfy customer platform requirements on a global scale, with varying product volume at a competitive price, is a key advantage for GDX. GDX's products are diversified across a wide-range of vehicle platforms, including light trucks, sport utility vehicles and crossover vehicles in North America and luxury and medium-sized vehicles in Europe. We believe that our broad customer, platform and geographic presence make us less vulnerable to certain cyclical market risks.

        AFC's custom manufactured active pharmaceutical ingredients and registered intermediates are used by its customers for a variety of applications, including drug therapies for neurological, oncological, viral, arthritic and other inflammatory conditions. AFC's products have been used in the treatment of diseases such as HIV, cancer, osteoperosis, hepatitis and epilepsy.

        Multi-year contracts with backlog.    A significant amount of our revenue is derived from multi-year contract awards, many of which contain extension options. Our Aerospace and Defense segment has a mix of fixed price and cost protected contracts that range from research and development to production and support activities. As of May 31, 2003, Aerojet's contract backlog was $713 million and its funded backlog, which includes only contracts for which funding has been authorized by the U.S. Congress or for which a firm purchase order has been received by a commercial customer, totaled $344 million.

        GDX is currently producing vehicle sealing solutions for many of the best selling vehicles in North America and Europe under multi-year contracts or under contracts that are commonly renewed by the customer for the life of the vehicle program. GDX typically is awarded vehicle sealing systems on automotive platforms with an average expected production life of 4 to 5 years. As the incumbent supplier, GDX has a competitive advantage to retain a program for the life of the vehicle platform, as well as to participate in new designs and win replacement vehicle business. Although the automotive supplier marketplace is very competitive, the costs of switching manufacturers for a product are high.

        Valuable real estate.    We own over 12,000 acres of land surrounding our headquarters near Sacramento, California, along with additional smaller parcels of undeveloped land in Southern California. A significant portion of this land is excess to our current or expected future operations and is carried at historical cost, which is substantially below what we believe to be the current market value. Our Sacramento real estate borders a major highway and most of it is undeveloped. As a result of its inclusion on the Superfund National Priorities List in the early 1980s, various state and federal environmental restrictions have historically encumbered a substantial amount of this property. We continue to work closely with regulators to complete remediation and other activities necessary to remove the restrictions on this property. These efforts resulted in the release of 2,600 acres of this land from these Superfund restrictions in September 2002. Development planning activities for these 2,600

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acres, plus another 1,600 acres of our Sacramento property that were not subject to Superfund or other environmental restrictions, are underway. For example, we have recently agreed to form a joint venture to begin the development process on a 20-acre parcel of this land.

Business Strategy

        Our principal strategy is to leverage our strong incumbent positions and core competencies to drive growth. We believe that our Aerospace and Defense segment is well-positioned to benefit from expected growth in development and procurement of missile defense systems, hypersonic missile technologies and other space-based commercial and military activities. GDX Automotive intends to continue its work to develop modular system solutions that reduce final assembly operations, decrease parts shipped to final production facilities and reduce work-in-process inventory, providing incremental value to its OEM customers. AFC intends to continue to capitalize on its simulated moving bed facility to gain new customers and incremental business from existing customers. AFC also recently launched an initiative to form new relationships with biotechnology companies who are seeking to outsource the manufacturing of registered intermediates and active pharmaceutical ingredients in order to focus their core resources on the research and development of new therapies.

        We also intend to continue our cost-reduction initiatives, focused on optimizing operational performance through the application of lean manufacturing principles and Six Sigma quality practices across each of our segments. Finally, we intend to continue to actively pursue opportunities to maximize the value of our substantial real estate holdings, as well as to pursue selective acquisitions and other strategic transactions that expand upon or refine our current product base or our technological capabilities.

The ARC Propulsion Business

        On May 2, 2003, Aerojet entered into an agreement to acquire substantially all of the assets related to the propulsion business of ARC for $133 million plus transaction costs. Aerojet's acquisition of the ARC propulsion business is expected to close upon receipt of regulatory and other approvals, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. We currently expect to receive the necessary approvals and to be able to close the ARC acquisition in October 2003. There can be no assurance, however, that we will receive the approvals or that we will be able to consummate the transaction on terms acceptable to us or within the time period contemplated, if at all.

        ARC is a leading developer and manufacturer of advanced solid rocket propulsion systems, gas generators and auxiliary rocket motors for both space and defense applications. ARC produces propulsion systems primarily for tactical weapons, including the Standard Missile, Army Extended Range Multiple Launch Rocket System, Army Tactical Rocket System, Trident, Javelin, Patriot Advanced Capability-3, Stinger and Tomahawk. With this acquisition, Aerojet will become the second leading provider in the $1.3 billion domestic solid propulsion marketplace and a market leader in the tactical missile propulsion segment of that market. In addition, Aerojet will acquire a portfolio of long-term production programs and enhance its opportunities in missile defense applications, tactical weapons, and the development of hypersonic systems and advanced propellant technology.

        Headquartered and with operations in Gainesville, Virginia, ARC's propulsion business also has facilities in Orange County, Virginia; Camden, Arkansas; Vernon, California; Niagara, New York; Clearfield, Utah; and the United Kingdom. After the acquisition, the ARC propulsion business will operate as an integrated component of Aerojet. The ARC propulsion business has approximately 900 employees.

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        The following table summarizes ARC's principal programs, primary customers, ultimate end-users, system description and program type:

Programs	Primary customer	Ultimate end-user	ARC system description	Program Type
Compact Kinetic Energy Missile (CKEM)	Lockheed Martin MILTEC	U.S. Army	Solid rocket motor and attitude control motors	Research and Development
High Speed Anti-Radiation Missile Demonstrator	U.S. Naval Air Warfare Center at China Lake	U.S. Navy	Solid gas generator variable flow ducted rocket ramjet	Research and Development
Netfires Loitering Attack Missile (LAM)	Lockheed Martin	US Army	Solid rocket motor	Research and Development
Line of Sight Anti Tank Missile (LOSAT)	Lockheed Martin	U.S. Army	Solid rocket attitude control motors	Low rate initial production
Supersonic Sea Skimming Target (SSST)	Orbital Sciences Corporation (OSC)	U.S. Navy	Solid gas generator variable flow ducted rocket ramjet	Low Rate Initial Production
Army Tactical Missile System (ATACMS)	Lockheed Martin	U.S. Army	Solid rocket motor	Production
Javelin Missile	Lockheed Martin/Raytheon Joint Venture	U.S. Army	Pop out, boost and sustain solid rocket	Production
Multiple Launch Rocket System	Lockheed Martin	U.S. Army	Solid rocket motor	Production
Patriot Advanced Capability-3	Lockheed Martin	U.S. Army	Booster and missile control solid rockets	Production
Standard Missile 2	Raytheon	U.S. Navy	Second stage solid rocket motor	Production
Tomahawk Cruise Missile	Raytheon	U.S. Navy	First stage solid rocket motor	Production
Trident Fleet Ballistic Missiles	Lockheed Martin	U.S. Navy	Solid rocket gas generators for post boost control	Production

        Compact Kinetic Energy Missile.    The Compact Kinetic Energy Missile, or CKEM, is the next generation line-of-sight anti-tank, or LOSAT, weapon system. Its purpose is to reduce the size and weight of the LOSAT weapon system by up to 50% while maintaining its overall effectiveness against all known and projected armor threats. This reduction in weight and size doubles the firepower carried by each of the launchers and meets the Army's goals established for the Objective Force initiative. ARC is conducting development efforts on the solid rocket motor and attitude control motor for both competing prime contractors and has an additional contract with the U.S. Army Aviation and Missile Command Research and Development Center, or AMRDEC. Small-scale development is planned to start in the next few years and the system is expected to become operational around 2010.

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        High Speed Anti-Radiation Missile Demonstrator.    The High Speed Anti-Radiation Missile Demonstrator, or HSAD, is part of the next-generation anti-radiation missile system, or HARM, whose purpose is to destroy enemy air defense radar systems as they are targeting friendly aircraft. The purpose of HSAD is to demonstrate the feasibility of achieving more than twice the range of the current HARM and thus greatly decreasing the vulnerability of friendly aircraft to enemy fire. ARC provides the solid fuel variable flow ducted rocket ramjet for HSAD. HSAD is just entering the system design and development phase. HSAD is expected to become operational late in the decade.

        Netfires Loitering Attack Missile.    The Netfires Loitering Attack Missile, or LAM, is part of the next-generation fire support system for the Army's Objective Force initiative. Using both a booster rocket and a turbo jet, it has the ability to travel long distances (greater than 75 kilometers) and loiter above selected areas for intelligence, targeting and attack missions. It is launched out of the same launcher and works in conjunction with the Precision Attack Missile, or PAM, to form a decisive all-weather any time attack capability against time critical targets. ARC makes the solid rocket motor that lifts the LAM out of the launcher.

        Line of Sight Anti-Tank Missile.    The Line of Sight Anti-Tank Missile, or LOSAT, is the Army's only kinetic energy anti-tank missile and is just entering low rate initial production. This weapon is launched from a Humvee and enables the infantryman to use the hypervelocity characteristics of the missile to engage tanks before the enemy gunner has time to react. The speed of the missile greatly reduces the time to target and achieves overwhelming lethality against all current and projected armor threats. ARC makes the attitude control motors that steer the missile to the target.

        Supersonic Sea Skimming Target.    The Supersonic Sea Skimming Target, or SSST, is the next generation target to be purchased by the U.S. Navy for use in ship and fleet target practice. Its purpose is to mimic supersonic and hypersonic cruise missile threats to the fleet so the U.S. Navy can conduct realistic air defense training. This capability is expected to be achieved through a solid fuel variable flow ducted rocket ramjet provided by ARC. The SSST is currently completing the research and development phase and entering low rate initial production. SSST is projected to achieve its first guided flight test late this year and become operational for fleet target practice within the next few years.

        Army Tactical Missile System.    The Army Tactical Missile System, or ATACMS, provides a battlefield commander all weather, indirect fire to strike and disrupt enemy formations at ranges up to 300 kilometers as they are moving to the battle. It is also an effective precision fire weapon for hard and deeply buried targets. The launcher is very similar to the Multiple Launch Rocket System launcher, but instead of 12 rockets in two pods of six each, there are only two missiles, each in its own pod. ARC makes the solid rocket motor that provides the main propulsion for ATACMS.

        Javelin Missile.    The Javelin Missile is a fire-and-forget anti-tank weapon that can be shoulder-fired or installed on vehicles. The missile is equipped with an infrared seeker that locks onto its target, allowing the gunner to move or reposition while the missile is in-flight. ARC provides the solid rocket motor that ejects the missile safely away from the gunner before the missile is propelled to the target.

        Multiple Launch Rocket System.    Built on a stretched Bradley Fighting Vehicle chassis, the highly-mobile Multiple Launch Rocket System, or MLRS, provides the U.S. Army with an all-weather, indirect weapon system to strike enemy formations, air defense systems and artillery units. The MLRS launch can fire its rockets individually or in ripples of two to twelve. The next generation of the launcher is moving to a Humvee chassis to make it much more flexible and maneuverable for the Army's Objective Force initiative. ARC provides the solid rocket motors for the MLRS.

        Patriot Advance Capability-3.    Patriot Advance Capability-3, or PAC-3, is a component of the Terminal Defense Segment of the missile defense system, which is designed to defeat hostile ballistic missiles while in the terminal phase of their trajectories. The PAC-3 system has a proven record of "hit-to-kill" success and will be critical to the operating capability of an initial ballistic missile defense system. ARC provides the solid rocket motor and attitude control motor that steers the PAC-3 missile toward its target.

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        Standard Missile 2.    The ship-launched Standard Missile is the world's premier surface-to-air air defense weapon and is an integral part of the Aegis weapon system aboard Ticonderoga-class cruisers and Arleigh Burke-class destroyers. Its primary mission is fleet area air defense and ship self-defense. The next generation of Standard Missile, the Standard Missile 3, uses the same main propulsion system for upper tier tactical missile defense. ARC is the sole-source supplier of the second stage solid rocket motor for Medium Range and Extended Range Standard Missile for ship defense and the Standard Missile 3 for missile defense.

        Tomahawk Cruise Missile.    Launched from surface ships and submarines, Tomahawk Cruise Missiles are designed to fly at extremely low altitudes and high subsonic speeds and are piloted over an evasive route by several programmable guidance systems. Tactical Tomahawk, the next generation Tomahawk Cruise Missile, adds the capability to reprogram the missile while in-flight to strike alternate targets or redirect the missile to alternate coordinates. Tactical Tomahawk will also be able to loiter over a target area with its on-board camera to assess battle damage. Tactical Tomahawk will become operational in the middle of 2004. ARC provides the solid rocket booster that propels the missile until a small turbofan engine takes over for the cruise portion of the flight.

        Trident Fleet Ballistic Missiles.    The Trident I and its successor, the Trident II, are the U.S. Navy's primary submarine-launched intercontinental ballistic missile systems. ARC developed and manufactures the Post Boost Control System, or PBCS, gas generator for the Trident I and Trident II, which are used to re-orient and point the reentry vehicle bus that carries several independently targeted warheads.

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MARKET AND INDUSTRY DATA AND FORECASTS

        Market and industry data and other statistical information and forecasts used throughout this prospectus, including information relating to our relative position in the aerospace and defense, automotive vehicle sealing, fine chemicals and real estate industries, is based on independent industry and government publications, reports by market research firms or other published independent sources. Some of the data, statistical information and forecasts are also based on our good faith estimates, which are derived from management's review of internal surveys, as well as other independent sources and publicly available information. However, such data is subject to change and cannot always be verified due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Forecasts are particularly likely to be inaccurate, especially over long periods of time.

DESCRIPTION OF OTHER INDEBTEDNESS

        The following summary of certain provisions of our senior credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of our senior credit facilities, a copy of which is available as described under "Where You Can Find More Information and Incorporation by Reference."

Senior Credit Facilities

        In December 2000, we entered into senior credit facilities to finance the acquisition of the Draftex business and to replace our former credit facilities. At the time they were entered into, the senior credit facilities consisted of a $150 million five-year revolving credit facility maturing in December 2005, a $150 million five-year Term Loan A maturing in December 2005 and a $200 million six-year Term Loan B maturing in December 2006. Once repaid, term loans under the senior credit facility may not be reborrowed. In August 2001, we executed an amendment to these facilities, which transferred $13 million of the revolving credit facility and $52 million of Term Loan A to Term Loan B and permanently reduced the commitments available under our revolving credit facility from $150 million to $137 million. On October 19, 2001, we repaid the entire outstanding balance of Term Loan B of $264 million with proceeds from the sale of Aerojet's electronic information systems business. See Note 7 to our audited consolidated financial statements, included elsewhere in this prospectus, for more detailed information on the sale of Aerojet's electronic information systems business.

        On February 28, 2002, we amended our senior credit facilities to provide for a new $25 million term loan, or Term Loan C. On April 5, 2002, we repaid the entire outstanding balance of Term Loan C of $25 million with a portion of the net proceeds from the offering of our convertible subordinated notes.

        On October 2, 2002, we amended and restated our senior credit facilities to provide for a new Term Loan B in the amount of $115 million maturing in April 2007. Proceeds of the Term Loan B were used to finance the acquisition of General Dynamics Corporation's Ordnance and Tactical Systems Space Propulsion and Fire Suppression, or Redmond Washington, business discussed in Note 7 to our audited consolidated financial statements, included elsewhere in this prospectus, and to repay revolving loans outstanding under the senior credit facilities. The maturity of Term Loan B may be extended to June 2009 if we repay or otherwise redeem our convertible subordinated notes, which are described below under "—Convertible Subordinated Notes."

        As of May 31, 2003, the borrowing limit under our revolving credit facility was $137 million, of which we had outstanding borrowings of $45 million. All of these borrowings were repaid with a portion of the net proceeds from the offering of the outstanding notes. We also had outstanding letters of credit of $55 million as of May 31, 2003.

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        We pay a commitment fee between 0.375% and 0.50%, based on our most recent leverage ratio, on the unused balance of the commitment under the revolving credit facility. Borrowings under our amended and restated credit facility bear interest at the borrower's option, at various rates of interest, based on an adjusted base rate, defined as the prime lending rate or federal funds rate plus 0.50%, or a Eurocurrency rate plus, in each case, an incremental margin. For the revolving credit facility and Term Loan A borrowings, the incremental margin is based on our most recent leverage ratio. For base rate loans, the margin ranges between 0.75% and 2.00%, and for the Eurocurrency loans, the margin ranges between 1.75% and 3.00%. For Term Loan B borrowings, the margins for base rate loans and Eurocurrency rate loans are 2.75% and 3.75%, respectively. Cash paid for interest was $15 million, $34 million and $17 million in fiscal 2002, 2001 and 2000, respectively.

        Our obligations under our senior credit facilities are secured by all of the capital stock of certain of our domestic material subsidiaries and 65% of the stock of certain of our foreign subsidiaries, to the extent owned by us and our subsidiaries, and by substantially all of our and our domestic material subsidiaries' tangible and intangible personal property and contain certain restrictive covenants that require us to meet specific financial ratios. The senior credit facilities also restrict capital expenditures, the ability to incur additional debt and the disposition of assets including real estate and prohibit certain other types of transactions. The senior credit facilities permit dividend payments as long as there is no event of default. The senior credit facilities' four financial covenants are: an interest coverage ratio, a leverage ratio, a fixed charge coverage ratio and a consolidated net worth test, all as defined in the senior credit facilities. As presented in the table below, we were in compliance with all financial ratios as of May 31, 2003:

	Actual ratio or amount
Interest coverage ratio, not less than 4.00 to 1.00	6.58 to 1.00
Leverage ratio, not greater than 3.50 to 1.00	2.59 to 1.00
Fixed charges coverage ratio, not less than 1.05 to 1.00	1.24 to 1.00
Consolidated net worth, not less than $313 million:	$410 million

        Based on current forecasted financial results, we expect to be in compliance with all of the above financial covenants, as amended, for the rest of fiscal 2003, although no assurance can be given in this regard.

        In connection with the offering of the outstanding notes and the ARC acquisition, we obtained the consent of the lenders under our senior credit facilities to an amendment and waiver under those facilities. The amendment and waiver, among other things, permitted the issuance of the outstanding notes and excludes, subject to certain limitations as described under "Use of Proceeds," the net proceeds of that offering to be used to finance the purchase price for the ARC acquisition from the mandatory prepayment provisions of the senior credit facilities. The amendment and waiver also amended certain of the financial and other covenants contained in the senior credit facilities to account for the ARC acquisition and the additional indebtedness that we will incur in connection with this acquisition. For purposes of the covenants in our senior credit facilities, the definition of "Consolidated Adjusted EBITDA," which is used to calculate our interest coverage ratio, leverage ratio and fixed charges coverage ratio, is different from the measure of EBITDA and EBITDAP that we present in this prospectus. Pending completion of the ARC acquisition, the portion of the net proceeds to be used for the purchase price will be held in a designated account. Under the amendment and waiver, net proceeds may be used for ongoing working capital needs and general corporate purposes, subject to the conditions and limitations specified in the amendment and waiver. After the offering of the outstanding notes, we obtained the consent of the lenders under our senior credit facilities to another amendment under those facilities, which further amended certain financial ratios contained in the senior credit facilities and modified the limitations on our use of the net proceeds from the offering pending the completion of the ARC acquisition.

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European Credit Facility

        In March 2003, one of our European subsidiaries entered into a $25 million credit facility to provide working capital for its European operations. This facility may be terminated by either party at any time upon notice. This credit facility is secured by certain assets of two of our European subsidiaries. This facility is also guaranteed by us on a senior unsecured basis. As of May 31, 2003, $9 million was outstanding under this credit facility.

Convertible Subordinated Notes

        In April 2002, we issued $150 million aggregate principal amount of 5.75% Convertible Subordinated Notes due 2007. The convertible notes mature on April 15, 2007. They are initially convertible into 54.29 shares of our common stock per $1,000 principal amount of convertible notes, implying a conversion price of $18.42 per share, at any time until the close of business on the business day immediately preceding the maturity date unless previously redeemed or repurchased. Interest accrues on the convertible notes at a rate of 5.75% per annum and is payable semi-annually in arrears on each October 15 and April 15. Payment of interest commenced on October 15, 2002. The convertible notes are redeemable in whole or in part at the option of the holder upon a change of control at 100% of the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest, if any, to the date of repurchase, and at our option at any time on or after April 22, 2005 if the closing price of our common stock exceeds 125% of the conversion price then in effect for at least 20 trading days within a period of 30 consecutive trading days ending on the trading day before the day of the mailing of the optional redemption notice at specified redemption prices, plus accrued and unpaid interest, if any.

        The convertible notes are our general unsecured obligations and rank equal in right of payment to all of our other existing and future subordinated indebtedness and junior in right of payment to all of our existing and future senior indebtedness, including all of our obligations under our credit facilities, and all of our existing and future senior subordinated indebtedness, including the outstanding notes and the exchange notes. In addition, the convertible notes are effectively subordinated to any of our secured debt and to any and all debt and liabilities, including trade debt, of our subsidiaries.

        The indenture governing the convertible notes limits our ability to, among other things, consolidate with or merge into any other person or convey, transfer or lease our properties and assets substantially as an entirety to any other person unless certain conditions are satisfied. The indenture also contains customary events of default, including failure to pay principal or interest when due, cross-acceleration to other specified indebtedness, failure to deliver shares of common stock as required, failure to comply with covenants and certain events of bankruptcy, insolvency and reorganization, subject in some cases to notice and applicable grace periods.

        Issuance of the convertible notes generated net proceeds of $144 million. We used $25 million of the net proceeds to repay in full Term Loan C and $119 million to repay debt outstanding under the revolving credit facility.

Shelf Registration

        On June 20, 2002, we filed a shelf registration statement with the Securities and Exchange Commission under which we may, on a delayed basis, issue up to an aggregate of $300 million of debt securities, shares of common stock or preferred stock. Net proceeds, terms and pricing of offerings, if any, of securities issued under the shelf registration statement will be determined at the time of any such offering.

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DESCRIPTION OF THE NOTES

        The exchange notes will be issued under the same indenture (the "Indenture") under which the outstanding notes were issued. The following description is only a summary of the material provisions of the Indenture, the exchange notes, the Guarantees and the registration rights agreement. The description does not restate all of the terms of these documents in their entirety. We urge you to read the Indenture, the exchange notes and the registration rights agreement in their entirety because they, and not this description, define your rights as Holders. You may request copies of these documents by writing to us at the address shown under the caption "Where You Can Find More Information and Incorporation by Reference." The terms of the exchange notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended ("TIA"). For purposes of this section, references to the "Company," "we," "us," and "ours" include only GenCorp Inc. and not its Subsidiaries. Other capitalized terms used in this section may be found under the subheading "Definitions."

        Except as otherwise indicated, the following description relates to both the outstanding notes and the exchange notes and is meant to be only a summary of the material provision of the Indenture. This description does not restate all of the terms of the Indenture in their entirety. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes in all material respects, except that:

•

the exchange notes have been registered under the Securities Act and therefore will not bear legends restricting their transfer and will not contain provisions relating to an increase in the interest rate that were included in the terms of the outstanding notes in circumstances relating to the timing of the exchange offer; and



•

the holders of the exchange notes will not be entitled to all of the rights of the holders of the outstanding notes under the registration rights agreement, which terminates upon the consummation of the exchange offer.

        For purposes of this section, references to the notes shall be deemed to refer to the outstanding notes or exchange notes, as applicable.

        The registered Holder will be treated as the owner of the note for all purposes of the Indenture. Only registered Holders will have rights under the Indenture.

Brief Description of the Notes and the Guarantees

The Notes

        The notes will be general unsecured obligations of the Company and will be subordinated in right of payment to all existing and future Senior Indebtedness. The notes will be effectively subordinated to all our secured Indebtedness to the extent of the collateral securing such Indebtedness. The notes will be equal in right of payment with any future senior subordinated Indebtedness of the Company. The notes will be guaranteed on a senior subordinated basis by the Subsidiary Guarantors.

The Guarantees

        Each Subsidiary Guarantor will unconditionally guarantee (a "Guarantee"), on a senior subordinated basis, jointly and severally, to each Holder and The Bank of New York, as trustee (the "Trustee"), the full and prompt performance of the Company's obligations under the Indenture and the notes, including the payment of principal of and interest (including Additional Interest, if any) on the notes. The Guarantees will be subordinated to Guarantor Senior Indebtedness on the same basis as the notes are subordinated to Senior Indebtedness.

        The obligations of each Subsidiary Guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in

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respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or other applicable law. Subject to the preceding sentence, each Subsidiary Guarantor that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Subsidiary Guarantor in an amount pro rata, based on the net assets of each Subsidiary Guarantor, determined in accordance with GAAP.

        The Guarantees will be released, upon our request, if at the time thereof, (a) no Default or Event of Default under the Indenture shall have occurred and be continuing, (b) we shall have attained Investment Grade Status, (c) no default or event of default under the Credit Agreement shall have occurred and be continuing and (d) all the obligations of the Subsidiary Guarantors pursuant to their guarantees under the Credit Agreement shall have been released or shall be released concurrently with the requested release of the Guarantees. We will deliver to the Trustee an Officers' Certificate stating that such officers have no knowledge of any default or event of default under the Credit Agreement or any Default or Event of Default under the Indenture.

        Upon the sale or other disposition (whether by merger, stock sale, asset sale or otherwise) of a Subsidiary Guarantor in its entirety to an entity which is not a Restricted Subsidiary or the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, which transaction is otherwise in compliance with the Indenture (including, without limitation, the provisions of the covenant "Limitation on Asset Sales"), such Subsidiary Guarantor will be deemed released from its obligations under its Guarantee of the notes; provided, however that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any Indebtedness of either the Company or any of its Subsidiaries shall also terminate upon such release, sale or transfer.

        Only the Company's Material Domestic Subsidiaries that are not designated as Unrestricted Subsidiaries will be Subsidiary Guarantors. The notes will not be guaranteed by the Company's other Subsidiaries or by any Real Estate Venture or Permitted Joint Venture that the Company or a Restricted Subsidiary may enter into in the future.

Principal, Maturity and Interest; Additional Notes

        We issued notes in an aggregate principal amount of $150 million and will issue up to an equal aggregate principal amount of exchange notes in this exchange offer. Additional amounts of notes may be issued in one or more series from time to time having identical terms and conditions to the outstanding notes and the exchange notes (the "Additional Notes"), subject to compliance with the terms of the Indenture, including the covenant "Limitation on Incurrence of Additional Indebtedness." Interest will accrue on the Additional Notes issued pursuant to the Indenture from and including the date of issuance of such Additional Notes. Any Additional Notes will be issued on the same terms as the notes and will constitute part of the same series of securities as the notes, will vote together as one series on all matters with respect to the notes and will be treated as a single class for all purposes under the Indenture including, without limitation, redemptions and offers to purchase notes. All references to notes herein include the Additional Notes; provided that the Additional Notes could be incurred as additional Indebtedness pursuant to the covenant "Limitation on Incurrence of Additional Indebtedness." The Company will issue notes in denominations of $1,000 and integrated multiples of $1,000.

        The notes will mature on August 15, 2013. The notes will bear interest at the rate per annum stated on the cover page hereof from the Issue Date, or if interest has already been paid, from the date it was most recently paid, payable semi-annually in arrears on August 15 and February 15 of each year, commencing February 15, 2004, to the Persons in whose names such notes are registered at the close of

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business on the August 1 or February 1 immediately preceding such date of payment. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

        Any notes that remain outstanding after the completion of the Exchange Offer, together with the exchange notes issued in connection with the Exchange Offer, shall constitute a single class of securities under the Indenture.

Methods of Receiving Payments on the Notes; Transfer and Exchange of Notes

        We will pay the principal of, premium, if any, and interest (and Additional Interest, if any) on the notes at the office or agency maintained by the Company in the Borough of Manhattan in New York City. Holders may register the transfer of their notes at the same location. Except under the limited circumstances described below, the notes will be issued only in fully-registered book entry form, without coupons, and will be represented by one or more global notes. There will be no service charge for any registration of transfer or exchange of notes. We may, however, require Holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with any transfer or exchange. The Company is not required to transfer or exchange any note selected for redemption or for a period of 15 days before a selection of notes to be redeemed.

Subordination

        The notes and the Guarantees will be general, unsecured obligations of the Company and the Subsidiary Guarantors, respectively, contractually subordinated in right of payment to all our existing and future Senior Indebtedness and all existing and future Guarantor Senior Indebtedness of the Subsidiary Guarantors. This means that the holders of all Senior Indebtedness and the Guarantor Senior Indebtedness will first be entitled to receive payment in full in cash of all amounts due or to become due on the Senior Indebtedness or the Guarantor Senior Indebtedness, as the case may be, or provision for payment in cash or Cash Equivalents, before the Holders will be entitled to receive any payment in respect of the notes or the Guarantees, when there is a payment or distribution of assets to creditors upon:

•

liquidation;



•

dissolution;



•

winding up;



•

reorganization;



•

assignment for the benefit of creditors;



•

marshalling of assets;



•

bankruptcy;



•

insolvency; or



•

similar proceedings.

        In addition, our Subsidiaries are separate and distinct legal entities and, except for the Subsidiary Guarantors, have no obligation to pay any amounts due on the notes or to provide us with the funds to satisfy our payment obligations. As a result, the notes will be effectively subordinated to all existing and future Indebtedness and other liabilities of our Subsidiaries that are not Subsidiary Guarantors.

        Further, no payment on account of the notes or on account of the purchase or acquisition of notes may be made by or on behalf of the Company or a Subsidiary Guarantor if a default in any payment with respect to Senior Indebtedness or Guarantor Senior Indebtedness has occurred and is continuing. If (1) there is a default on any Designated Senior Indebtedness, other than a payment default, that permits the holders of that Designated Senior Indebtedness to accelerate its maturity and (2) the Trustee and the Company receive notice of such default by the holder or representative of such Designated Senior Indebtedness, no payments may be made on the notes for up to 179 days in any

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365-day period unless the default is cured or waived. By reason of this subordination, in the event of the insolvency, liquidation, bankruptcy, reorganization or similar proceeding of the Company or any Subsidiary Guarantor or an assignment for the benefit of creditors or a marshalling of assets or a payment or other default under Senior Indebtedness or Guarantor Senior Indebtedness, Holders may recover less ratably than holders of Senior Indebtedness or Guarantor Senior Indebtedness.

        To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company or any Subsidiary Guarantor as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if the payment is recovered by, or paid over to, the receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if the payment had not occurred.

        If the Trustee or any Holder receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance" so long as, on the date or dates the respective amounts were paid into trust, the payments were made without violating the subordination provisions above) when the payment is prohibited by these subordination provisions, the Trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Indebtedness. Upon the proper written request of the holders of Senior Indebtedness, the Trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Indebtedness or their proper representative in accordance with the terms of the Indenture.

        The holders of Senior Indebtedness may, at any time or from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee of the Holders and without impairing or releasing the subordination provisions of the Indenture or the obligations under the Indenture to the holder of the Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the Senior Indebtedness, or otherwise amend or supplement in any manner, Senior Indebtedness, or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or any other Person.

        As of May 31, 2003, on a consolidated basis:

•

the Company had approximately $248 million of Senior Indebtedness outstanding, all of which was secured, including $18 million of Indebtedness of Foreign Subsidiaries, $13 million of which is guaranteed by the Company on a senior unsecured basis;



•

the Company had approximately $58 million of unused availability under its senior credit facilities;



•

the Subsidiary Guarantors had no Guarantor Senior Indebtedness outstanding, other than guarantees of the Company's Senior Indebtedness; and



•

the Company's Subsidiaries that are not Subsidiary Guarantors had approximately $136 million of Indebtedness and other liabilities outstanding, including trade payables.

        Assuming that the Company completes the ARC acquisition and uses a portion of the net proceeds from the offering of its outstanding notes to finance that acquisition and giving effect to the

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amount that the Company intends to reborrow under its revolving credit facility to complete that acquisition, on a pro forma basis after giving effect thereto, as of May 31, 2003:

•

the Company would have had approximately $238 million of Senior Indebtedness outstanding, all of which would have been secured, including $18 million of Indebtedness of Foreign Subsidiaries, $13 million of which is guaranteed by the Company on a senior unsecured basis;



•

the Company would have had approximately $68 million of unused availability under its senior credit facilities; and



•

the Subsidiary Guarantors would have had no Guarantor Senior Indebtedness outstanding, other than guarantees of the Company's Senior Indebtedness.

        Assuming that the Company does not complete the ARC acquisition and instead uses all of the net proceeds from the offering of its outstanding notes to repay outstanding Indebtedness under its senior credit facilities, on a pro forma basis after giving effect thereto, as of May 31, 2003:

•

the Company would have had approximately $103 million of Senior Indebtedness outstanding, all of which would have been secured, including $18 million of Indebtedness of Foreign Subsidiaries, $13 million of which is guaranteed by the Company on a senior unsecured basis;



•

the Company would have had approximately $103 million of unused availability under its senior credit facilities; and



•

the Subsidiary Guarantors would have had no Guarantor Senior Indebtedness outstanding, other than guarantees of the Company's Senior Indebtedness.

Optional Redemption

        On and after August 15, 2008, we will be entitled at our option to redeem all or a portion of the notes for cash upon not less than 30 nor more than 60 days' notice. We will be entitled to redeem the notes at the redemption prices set forth below (expressed as percentages of the principal amount thereof), plus accrued and unpaid interest (including Additional Interest, if any), to the redemption date, if redeemed during the 12-month period beginning on August 15 of the years indicated below:

Year	Percentage
2008	104.750%
2009	103.167%
2010	101.583%
2011 and thereafter	100.000%

        Notwithstanding the foregoing, at any time on or prior to August 15, 2006, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the notes originally issued with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 109.500% of the principal amount thereof, plus accrued and unpaid interest (including Additional Interest, if any), to the redemption date, provided that at least 65% of the aggregate principal amount of notes originally issued remains outstanding immediately following such redemption. In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company will be required to make such redemption not more than 90 days after the consummation of any such Equity Offering.

        As used in the preceding paragraph, "Equity Offering" means an offering by the Company for cash of its Common Stock, other than an offering pursuant to an employee benefit plan.

        If we elect to redeem less than all of the notes at any time, the Trustee will select or cause to be selected the notes to be redeemed (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are then listed, or (2) if the notes are not listed on any national securities exchange, on a pro rata basis, by

60

lot or by any method it deems fair and appropriate; provided, however, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly as a pro rata basis as is practicable (subject to the Depository Trust Company's procedures) unless such method is otherwise prohibited. The notes may be redeemed in part in multiples of $1,000 only.

        Notice of any redemption will be sent, by first class mail, at least 30 days and not more than 60 days prior to the date fixed for redemption to each Holder whose notes are to be redeemed to such Holder's last address as then shown upon the registry books of the registrar. Any notice which relates to a note to be redeemed in part only must state the portion of the principal amount to be redeemed thereof and must state that on and after the redemption date, upon surrender of such note, a new note or notes in a principal amount equal to the unredeemed portion thereof will be issued. On and after the date of redemption, interest will cease to accrue on the notes or portions thereof called for redemption, unless we default in the payment thereof.

        If the date of redemption is on or after an interest payment record date ("Record Date") on which the Holders of record have a right to receive the corresponding interest due and on or before the associated date upon which the interest payment will be made ("Interest Payment Date"), any accrued and unpaid interest due on such Interest Payment Date will be paid to the Person in whose name a note is registered at the close of business on such Record Date.

Mandatory Redemption

        Except as set forth below under "Right to Require Purchase of Notes upon a Change of Control," we are not required to make mandatory redemption of, or sinking fund payments with respect to, the notes.

Right to Require Purchase of Notes upon a Change of Control

        If a Change of Control occurs, each Holder may require the Company to repurchase all or any part of the Holder's notes (provided, that the principal amount of such notes must be in integral multiples of $1,000) on the date fixed by the Company that is not less than 30 days nor more than 60 days after we give notice of the Change of Control. We will repurchase the notes for an amount of cash equal to 101% of the principal amount of the notes on the date of purchase, plus accrued and unpaid interest (including Additional Interest, if any), to the date of repurchase.

        The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition under applicable law. Accordingly, the Company's obligation to make an offer to purchase the notes, and the ability of a Holder to require us to repurchase its notes pursuant to the offer as a result of a highly leveraged transaction or a sale, lease, transfer, conveyance or other disposition of less than all of our assets, taken as a whole, may be uncertain.

        On or prior to the date of repurchase, we will deposit with a paying agent an amount of money sufficient to pay the aggregate repurchase price of the notes which is to be paid on the date of repurchase, plus any accrued and unpaid interest (including any Additional Interest, if any), to the date of repurchase.

        We may not repurchase any note at any time when the subordination provisions of the Indenture otherwise would prohibit us from making payments of principal in respect of the notes. If we fail to repurchase the notes when required under the preceding paragraph, this failure will constitute an Event of Default under the Indenture, whether or not repurchase is permitted by the subordination provisions of the Indenture.

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        On or before the 30th day after the Change of Control, we must mail to the Trustee and all Holders a notice of the occurrence of the Change of Control, stating:

•

the repurchase date;



•

the date by which the repurchase right must be exercised;



•

the repurchase price for the notes; and



•

the procedures which a Holder must follow to exercise the repurchase right.

        To exercise the repurchase right, the Holder must deliver, on or before the third Business Day before the repurchase date, a written notice to us and the Trustee of such Holder's exercise of the repurchase right. This notice must be accompanied by certificates evidencing the note or notes with respect to which the right is being exercised, if any, duly endorsed for transfer. This notice of exercise may be withdrawn by the Holder at any time on or before the close of business on the Business Day preceding the repurchase date.

        The effect of these provisions granting the Holders the right to require us to repurchase the notes upon the occurrence of a Change of Control may make it more difficult for any Person or Group to acquire control of the Company or to effect a business combination with the Company. The repurchase right resulted from negotiations between the Company and the initial purchasers. It is not part of any plan by management to adopt a series of anti-takeover provisions and the Company has no present intention to engage in a transaction that would result in a Change of Control, although it is possible that the Company may decide to do so in the future. In addition, the repurchase feature may not necessarily afford you protection in the event of a highly leveraged transaction, including acquisitions, mergers, refinancings, restructurings, recapitalizations and other similar transactions, involving the Company. We could in the future enter into these types of transactions that would not necessarily constitute a Change of Control but would increase the amount of our Senior Indebtedness, the Guarantor Senior Indebtedness or other Indebtedness or otherwise affect the Company's capital structure or credit ratings. Moreover, we cannot assure you that sufficient funds will be available when necessary to make any required repurchases.

        The Credit Agreement provides, and other future agreements relating to Senior Indebtedness to which the Company becomes a party may provide, that certain Change of Control events with respect to the Company would constitute a default thereunder. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing notes, the Company could seek the consent of its lenders to the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or refinance such borrowings, the Company will remain prohibited from purchasing the notes. The Company's failure to purchase tendered notes following a Change of Control would constitute an Event of Default under the Indenture which, in turn, would constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders.

        If a Change of Control occurs and the Holders exercise their rights to require us to repurchase the notes, we will comply with tender offer rules under the Exchange Act with respect to any repurchase to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of the conflict.

        For purposes of the definition of "Change of Control," the term "beneficial owner" will be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the SEC under the Exchange Act or any successor provisions, except that a Person shall be deemed to have "beneficial ownership" of all shares that the Person has the right to acquire, whether exercisable immediately or only after the passage of time.

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        If the date of repurchase upon a Change of Control hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest due on such Interest Payment Date will be paid to the Person in whose name the note is registered at the close of business on such Record Date.

        Notwithstanding the foregoing, we will not be required to make a Change of Control offer upon a Change of Control if a third party makes the Change of Control offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control offer made by us, including any requirements to repay in full all Indebtedness under the Credit Agreement, any other Senior Indebtedness or any Guarantor Senior Indebtedness or obtains the consents of such lenders to such Change of Control offer as described in the next paragraph and purchases all notes validly tendered and not withdrawn under such Change of Control offer.

        The Indenture provides that, prior to the commencement of a Change of Control offer, but in any event within 30 days following any Change of Control, we will:

        (1)    (a) repay in full and terminate all commitments under the Credit Agreement and all other Senior Indebtedness and Guarantor Senior Indebtedness the terms of which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under the Credit Agreement and all such other Senior Indebtedness and Guarantor Senior Indebtedness and repay such Indebtedness to each lender which has accepted such offer in full, or

        (2)    obtain the requisite consents under the Credit Agreement and all such other Senior Indebtedness and Guarantor Senior Indebtedness to permit the repurchase of the notes as required under the Indenture.

Certain Covenants

        The Indenture contains, among others, the following covenants:

        Limitation on Incurrence of Additional Indebtedness.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for the payment of (collectively, "incur"), any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and its Restricted Subsidiaries may incur Indebtedness if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence on a pro forma basis thereof, and to the extent set forth in the definition of Consolidated Fixed Charge Coverage Ratio, the use of proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company and its Subsidiaries, taken as a whole, is greater than 2.25 to 1.0.

        Prior to any incurrence of Indebtedness (other than Permitted Indebtedness) pursuant to the last sentence of the preceding paragraph, the Company shall deliver to the Trustee an Officers' Certificate setting forth the calculations by which such incurrence was determined to be permitted.

        Other than with respect to Indebtedness under the Credit Agreement, upon each incurrence of Indebtedness, the Company may designate (and later redesignate) pursuant to which provision of this covenant (or the definition of Permitted Indebtedness) such Indebtedness is being incurred and the Company may subdivide an amount of Indebtedness and designate (and later redesignate) more than one provision pursuant to which such amount of Indebtedness is being incurred and such Indebtedness shall not be deemed to have been incurred or outstanding under any other provision of this covenant (or the definition of Permitted Indebtedness), except as stated otherwise in the foregoing provision.

        Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

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        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the New York foreign exchange markets on the date of the incurrence of any Indebtedness, in the case of term debt, or first committed, in the case of revolving credit debt; provided that (1) the U.S. dollar-equivalent principal amount of any such Indebtedness outstanding or committed on the date of the Indenture will be calculated based on the relevant currency exchange rate in effect on the date of the Indenture, and (2) if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency than the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

        Notwithstanding anything to the contrary in the foregoing, the maximum amount of Indebtedness that the Company and its Restricted Subsidiary may have pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in currency exchange rates.

        Limitation on Restricted Payments.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly,

        (a)    declare or pay any dividend or make any distribution (other than dividends or distributions made to the Company or any Wholly-Owned Restricted Subsidiary of the Company and other than any dividend or distribution payable solely in Qualified Capital Stock of the Company) on or in respect of shares of the Company's or such Restricted Subsidiaries' Capital Stock to holders of such Capital Stock,

        (b)    purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than the exchange of such Capital Stock or any warrants, rights or options to acquire shares of any class of Capital Stock of the Company for Qualified Capital Stock of the Company),

        (c)    make any payment in respect of any amendment of the terms of, or make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or any Subsidiary Guarantor that is subordinate or junior in right of payment to the notes or such Subsidiary Guarantor's Guarantee, or

        (d)    make any Investment (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"),

if at the time of such Restricted Payment or immediately after giving effect, on a pro forma basis, thereto,

(i)

a Default or an Event of Default shall have occurred and be continuing, or



(ii)

the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant above, or



(iii)

the aggregate amount of all Restricted Payments (including such proposed Restricted Payment) made by the Company and its Restricted Subsidiaries subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the Fair Market Value

64

of such property as determined reasonably and in good faith by the Board of Directors of the Company pursuant to a Board Resolution) shall exceed the sum of:

(w)

50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company and its Subsidiaries earned during the period beginning on June 1, 2003 and ending on the last day of the fiscal quarter ending at least 30 days prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus



(x)

100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock (or Senior Indebtedness or pari passu Indebtedness of the Company that has been converted into or exchanged for such Qualified Capital Stock) of the Company, including treasury stock, excluding any net cash proceeds from an Equity Offering to the extent used to redeem the notes or any junior Indebtedness and any net cash proceeds received by the Company from any such sale of Qualified Capital Stock of the Company which has been financed, directly or indirectly, using funds (1) borrowed from the Company or any of its Subsidiaries, unless and until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by the Company or by any of its Subsidiaries; plus



(y)

to the extent that any Investment made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary and such Investment or designation of an Unrestricted Subsidiary has been treated as a Restricted Payment, the lesser of (A) the cash return of capital with respect to such Investment (less the cost of disposition, if any) (but only to the extent not included in clause (iii)(w) above) and (B) the initial amount of such Investment that was treated as a Restricted Payment; plus



(z)

$15 million.

        Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph shall not prohibit: (1) any Permitted Investment; (2) the payment of any dividend or distribution or consummation of irrevocable redemption within 60 days after the date of declaration of such dividend or distribution or giving of irrevocable redemption notice if the dividend or distribution or redemption would have been permitted on the date of declaration or giving of irrevocable redemption notice; (3) if no Default or Event of Default shall have occurred and be continuing, the acquisition (by redemption, repurchase or otherwise) of any shares of Capital Stock of the Company, any Restricted Subsidiary, any Real Estate Venture or any Permitted Joint Venture, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company, any Restricted Subsidiary, any Real Estate Venture or any Permitted Joint Venture; (4) if no Default or Event of Default shall have occurred and be continuing, the acquisition (by redemption, repurchase or otherwise) of any Indebtedness of the Company, any Restricted Subsidiary, any Real Estate Venture or any Permitted Joint Venture that is subordinate or junior in right of payment to the notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company or Refinancing Indebtedness, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock of the Company or (B) Refinancing Indebtedness; (5) the declaration and payment of any dividend by a Restricted Subsidiary to the holders of such Restricted Subsidiary's Capital Stock on a pro rata basis; (6) the repurchase, redemption or other acquisition or retirement for value of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of

65

such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, Capital Stock; provided, however, that the aggregate amount of such repurchases shall not exceed $3 million in any calendar year; (7) the repurchase of Capital Stock of the Company or any of its Restricted Subsidiaries deemed to occur upon the exercise of stock options upon surrender of Capital Stock to pay the exercise price of such options; (8) any redemption, pursuant to the terms of the Rights Agreement, dated as of February 18, 1987, as subsequently amended on December 7, 1987, August 21, 1995 and January 20, 1997, between the Company and the Rights Agent thereunder, of the Company's preferred share purchase rights (or Capital Stock issuable upon exercise thereof) that are attached to the Company's common stock; (9) the retirement of any shares of Disqualified Capital Stock of the Company by conversion into, or by exchange for, shares of Disqualified Capital Stock of the Company, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of other shares of Disqualified Capital Stock of the Company; provided that the Disqualified Capital Stock of the Company that replaces the retired shares of Disqualified Capital Stock of the Company shall not require the direct or indirect payment of any liquidation preference earlier in time than the final stated maturity of the retired shares of Disqualified Capital Stock of the Company; and (10) any Investment, if at the time the Company or any Restricted Subsidiary first incurred a commitment for such Restricted Payment, such Investment could have been made; provided, however, that the Investment is made within 90 days from the date in which the Company or the Restricted Subsidiary incurs the commitment. In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the immediately preceding paragraph, amounts expended pursuant to clauses (2), (3) (ii), (4) (ii) (A) and (10) shall, without duplication, be included in such calculation.

        For purposes of this covenant, the amount of any Restricted Payment made or returned, if other than in cash, shall be the Fair Market Value thereof, as determined in the good faith reasonable judgment of the Board of Directors of the Company pursuant to a Board Resolution, unless stated otherwise, at the time made or returned, as applicable.

        Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with the Indenture and setting forth in reasonable detail the basis upon which the required calculations were computed, which calculations may be based upon the Company's latest available internal quarterly consolidated financial statements.

        Limitation on Restricted and Unrestricted Subsidiaries.    The Board of Directors of the Company may, if no Default or Event of Default shall have occurred and be continuing or would arise therefrom, designate an Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) any such redesignation shall be deemed to be an incurrence, as of the date of such redesignation by the Company and its Restricted Subsidiaries, of the Indebtedness (if any) of such redesignated Subsidiary for purposes of "—Limitation on Incurrence of Additional Indebtedness" above, (ii) unless such redesignated Subsidiary shall not have any Indebtedness (other than Permitted Indebtedness) outstanding, no such designation shall be permitted if immediately after giving effect to such redesignation and the incurrence of any such additional Indebtedness, the Company could not incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to "—Limitation on Incurrence of Additional Indebtedness" above and (iii) such Subsidiary, if a Domestic Subsidiary, assumes by execution of a supplemental indenture all of the obligations of a Subsidiary Guarantor under a Guarantee if required under "—Additional Subsidiary Guarantees."

        The Board of Directors of the Company also may, if no Default or Event of Default shall have occurred and be continuing or would arise therefrom, designate any Restricted Subsidiary (including

66

any newly formed or acquired Subsidiary) to be an Unrestricted Subsidiary if such designation is at that time permitted under "—Limitation on Restricted Payments" above.

        Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by the filing with the Trustee of a Board Resolution of the Company giving effect to such designation or redesignation and an Officers' Certificate certifying that such designation or redesignation complied with the foregoing conditions and setting forth in reasonable detail the underlying calculations. If any Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with this covenant, such Restricted Subsidiary's Guarantee will be automatically discharged and released; provided, that such designation is made in accordance with the terms of the Indenture.

        For purposes of the covenant described under "Limitation on Restricted Payments" above, (i) an "Investment" shall be deemed to have been made at the time any Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary in an amount (proportionate to the Company's equity interest in such Subsidiary) equal to the Fair Market Value of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated as an Unrestricted Subsidiary; (ii) at any date, the aggregate amount of all Restricted Payments made as Investments since the Issue Date shall exclude and be reduced by an amount (proportionate to the Company's equity interest in such Subsidiary) equal to the Fair Market Value of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, not to exceed, in the case of any such redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the amount of Investments previously made by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary; and (iii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

        Notwithstanding the foregoing, the Board of Directors of the Company may not designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if, after any such designation, such Subsidiary owns any Capital Stock of, or holds any Lien on any property of, the Company or any Restricted Subsidiary of the Company.

        Subsidiaries of the Company that are not designated by the Board of Directors of the Company as Restricted Subsidiaries or Unrestricted Subsidiaries will be deemed to be Restricted Subsidiaries of the Company.

        Limitation on Asset Sales.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(a)

the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Capital Stock sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors pursuant to a Board Resolution);



(b)

at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash, Cash Equivalents or Designated Non-Cash Consideration (insofar as all Designated Non-Cash Consideration outstanding is less than $25 million) and is received at the time of such disposition;



(c)

no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and



(d)

upon the consummation of such Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale, within 365 days of receipt thereof, either (i) to prepay (x) Indebtedness of the Company or a Restricted Subsidiary that is secured by the asset or Capital Stock subject to such Asset Sale or (y) any Senior Indebtedness or Guarantor Senior Indebtedness and, in the case of any Senior Indebtedness or Guarantor Senior Indebtedness under any revolving credit facility, effect a permanent reduction in the commitment available under such revolving credit facility, (ii) to

67

make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto, including any such investment that constitutes capital expenditures (as determined in good faith by the Company's Board of Directors) ("Replacement Assets"), or (iii) a combination of prepayment and investment permitted by the foregoing clauses (d)(i) and (d)(ii). Pending final application, the Company or the applicable Restricted Subsidiary may temporarily reduce Indebtedness under any revolving credit facility or invest in cash or Cash Equivalents to the extent not otherwise prohibited by the Indenture. On the 365th day after such Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (d)(i), (d)(ii) and (d)(iii) of the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (d)(i), (d)(ii) and (d)(iii) of the preceding sentence (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Senior Indebtedness, Guarantor Senior Indebtedness or other Indebtedness that ranks pari passu with the notes and contain provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of Asset Sales on a pro rata basis, that amount of notes and the other Senior Indebtedness, Guarantor Senior Indebtedness or pari passu Indebtedness equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the notes and the other Senior Indebtedness, Guarantor Senior Indebtedness or pari passu Indebtedness to be purchased or repaid, plus accrued and unpaid interest (including Additional Interest, if any) thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration (including Designated Non-Cash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash or Cash Equivalents (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company or any such Restricted Subsidiary of the Company, as the case may be, may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $15 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $15 million, shall be applied as required pursuant to this paragraph).

        Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets, cash or Cash Equivalents and (ii) such Asset Sale is made for Fair Market Value; provided, however, that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph. In addition, for purposes of paragraph (b) above, the following shall be deemed to be cash or Cash Equivalents:

(a)

Senior Indebtedness or Guarantor Senior Indebtedness or pari passu Indebtedness assumed by the transferee in an Asset Sale; and

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(b)

any securities, notes or other obligations received by the Company or any Restricted Subsidiary from a transferee converted or monetized by the Company or such Restricted Subsidiary within 90 days into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion.

        All cash and Cash Equivalents from an Event of Loss shall be invested, used for prepayment of Senior Indebtedness or Guarantor Senior Indebtedness, or used to repurchase the notes, Senior Indebtedness, Guarantor Senior Indebtedness and other pari passu Indebtedness, all within the period and as otherwise provided above in clause (d) of this covenant.

        Notice of each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent holders properly tender notes and payment of other Indebtedness is required in an aggregate amount exceeding the Net Proceeds Offer Amount, notes and such other Indebtedness will be purchased and repaid on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. To the extent the amount of notes and other Indebtedness tendered or requiring repayment is less than the offer amount, the Company or the Restricted Subsidiary making the Asset Sale may use the remaining Net Proceeds Offer Amount for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Limitation on Asset Sales" provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Limitation on Asset Sales" provisions of the Indenture by virtue thereof.

        If the Net Proceeds Offer Payment Date is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (including Additional Interest, if any) due on such Interest Payment Date will be paid to the Person in whose name a note is registered at the close of business on such Record Date.

        Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, assume, suffer or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company; or (d) in the case of any Domestic Subsidiary, become a Subsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order; (2) the Indenture, the notes and the Guarantees; (3) the Credit Agreement or any Foreign Subsidiary Credit Agreement; (4) non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (5) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and which existed at the time of acquisition and were not put in place in connection with or in anticipation of such acquisition; (6) other agreements in effect on the Issue Date and described in the Indenture; (7) agreements governing Senior Indebtedness or Guarantor Senior Indebtedness permitted to be incurred under the Indenture;

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provided that provisions relating to such encumbrances or restrictions are no more restrictive, taken as a whole, than those provisions contained in the Credit Agreement on the Issue Date; (8) agreements governing Purchase Money Indebtedness (including Capitalized Lease Obligations) for property acquired in the ordinary course of business and consistent with industry practice that impose restrictions on that property of the nature described in clause (c) above; (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to the Liens; (10) provisions with respect to the disposition or distributions of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or on Capital Stock in any joint venture agreement; (11) restrictions on cash or other deposits or the maintenance of a minimum net worth imposed by customers under contracts or net worth provisions contained in leases and other agreements, or required by insurance, surety or bonding companies, entered into in the ordinary course of business; (12) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all of Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; provided that such restrictions apply solely to the Capital Stock or assets of the Restricted Subsidiary that is being sold; (13) restrictions arising in connection with a Qualified Securitization Transaction (including limitations set forth in the governing documents of a Special Purpose Vehicle); (14) customary restrictions under mortgage or construction financing or development agreements; and (15) agreements governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (3) or (5) above or any agreement amending, supplementing or replacing any agreement referred to in clauses (6) or (7) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement are no less favorable to the Company, such Restricted Subsidiary or to the Holders as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the original agreement on the Issue Date.

        Limitation on Preferred Stock of Non-Guarantor Restricted Subsidiaries.    The Company will not permit any of its non-Guarantor Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly-Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly-Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any non-Guarantor Restricted Subsidiary of the Company, except, in each case, the issuance of Preferred Stock (i) to qualifying directors or to satisfy other similar requirements, in each case, pursuant to requirements of law or (ii) to directors, management or employees of the Company and its Subsidiaries pursuant to stock option plans or other benefits.

        Limitation on Liens.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Company or any of its Restricted Subsidiaries, whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless (i) in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the notes or any Guarantee, the notes and such Guarantee, as the case may be, are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens and (ii) in all other cases, the notes and the Guarantees are equally and ratably secured, except for (A) Liens securing Senior Indebtedness and Guarantor Senior Indebtedness outstanding as of the date of the Indenture or incurred after the date of the Indenture; provided, that such Senior Indebtedness or Guarantor Senior Indebtedness is incurred in accordance with the "—Limitation on Incurrence of Additional Indebtedness" covenant; (B) Liens of the Company or a Wholly-Owned Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of the Company; (C) Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien permitted under the Indenture and

70

which has been incurred in accordance with the provisions of the Indenture; provided, however, that such Liens (1) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced and (2) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced (other than property or assets subject to Liens under clause (B) above); and (D) Permitted Liens.

        Prohibition on Incurrence of Senior Subordinated Debt.    The Company will not, directly or indirectly, incur or suffer to exist Indebtedness that by its terms is senior in right of payment to the notes and subordinate in right of payment to any other Indebtedness of the Company. No Subsidiary Guarantor shall, directly or indirectly, incur or suffer to exist Indebtedness that by its terms is senior in right of payment to the Guarantees and subordinate in right of payment to any other Indebtedness of such Subsidiary Guarantor.

        Merger, Consolidation and Sale of Assets.    The Company will not, directly or indirectly, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) unless: (i) either (1) the Company shall be the surviving or continuing corporation or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume as primary obligor, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest (including Additional Interest, if any) on all of the notes and the performance of every covenant of the notes, the Indenture and the registration rights agreement on the part of the Company to be performed or observed, as the case may be; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the "—Limitation on Incurrence of Additional Indebtedness" covenant; (iii) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (i)(2)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred, any Disqualified Capital Stock outstanding or anticipated to be outstanding and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (iv) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

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        Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture in connection with any transaction complying with the provisions of the Indenture described under "—Limitation on Asset Sales") will not, and the Company will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into (whether or not the Subsidiary Guarantor is the Surviving Entity) any Person other than the Company or another Subsidiary Guarantor that is a Wholly-Owned Restricted Subsidiary unless: (a) the entity formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (b) the Surviving Entity assumes by execution of a supplemental indenture all of the obligations of the Subsidiary Guarantor under its Guarantee; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of clause (ii) of the first paragraph of this covenant. Any merger or consolidation of a Subsidiary Guarantor with and into the Company (with the Company being the Surviving Entity) or another Subsidiary Guarantor that is a Wholly-Owned Restricted Subsidiary need only comply with clause (iv) of the first paragraph of this covenant.

        The Indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company or a Subsidiary Guarantor in accordance with the foregoing, in which the Company or a Subsidiary Guarantor is not the continuing corporation, the successor Person formed by such consolidation or into which the Company or a Subsidiary Guarantor is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or a Subsidiary Guarantor under the Indenture and the notes with the same effect as if such Surviving Entity had been named as such and the Company or the Subsidiary Guarantor, as the case may be, shall be released from the obligation to pay the principal of and interest on the notes or in respect of its Guarantee, as the case may be, and all of the Company's or the Subsidiary Guarantor's other obligations and covenants under the notes, the Indenture and the Guarantee, if applicable.

        Limitations on Transactions with Affiliates.    (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an "Affiliate Transaction"), other than (x) Affiliate Transactions permitted under paragraph (b) below, or (y) Affiliate Transactions on terms that are no less favorable to the Company or such Restricted Subsidiary than those that might reasonably have been obtained or are obtainable in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary, as determined by at least a majority of members of the Board of Directors of the Company that are disinterested in such transaction. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $5 million shall be evidenced by an Officers' Certificate certifying that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $15 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor experienced in the subject matter of such transaction or transactions and file the same with the Trustee.

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        (b)    The restrictions set forth in clause (a) shall not apply to (i) the payment of reasonable fees, compensation or employee benefit arrangements and indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Subsidiary of the Company as determined in good faith by the Company's Board of Directors (whether in the form of cash or Capital Stock or other securities exercisable or exchangeable for Capital Stock); (ii) transactions exclusively between or among the Company and any of its Wholly-Owned Restricted Subsidiaries or exclusively between or among such Wholly-Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the Indenture; (iii) Restricted Payments permitted by the Indenture; (iv) payments or other transactions pursuant to any tax-sharing agreement approved by the Board of Directors and entered into in good faith between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is a part of a consolidated group for tax purposes; (v) the issuance or sale of any Capital Stock (other than Disqualified Capital Stock) of the Company, or (vi) any sale, conveyance or other transfer of Receivables and other related assets customarily transferred in a Qualified Securitization Transaction.

        Additional Subsidiary Guarantees.    Each Domestic Subsidiary that is a Material Domestic Subsidiary shall, not later than the date it becomes a Material Domestic Subsidiary, (a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the notes and the Indenture on the terms set forth in the Indenture and (b) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. After the execution and delivery of such supplemental indenture, such Material Domestic Subsidiary shall be a Subsidiary Guarantor for all purposes of the Indenture.

        If any of the Company's Restricted Subsidiaries that is not a Subsidiary Guarantor guarantees any Indebtedness of the Company or any Restricted Subsidiary, then such Restricted Subsidiary shall be required to become a Subsidiary Guarantor, whether or not it is a Material Domestic Subsidiary.

        Conduct of Business.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, engage in any businesses other than a Permitted Business.

        Reports to Holders.    The Company will file with the SEC all information, documents and reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, whether or not the Company is then subject to such filing requirements. The Company will file with the Trustee, within 20 days after it files them with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Regardless of whether the Company is required to furnish such reports to its shareholders pursuant to the Exchange Act, the Company will cause its consolidated financial statements, comparable to that which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. The Company will also make such reports available to prospective purchasers of the outstanding notes or the exchange notes, as applicable, upon request. In addition, the Indenture requires that, for so long as the outstanding notes remain outstanding, the Company will make available to any prospective purchaser of the outstanding notes or beneficial owner of the outstanding notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the outstanding notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders thereof have disposed of such outstanding notes pursuant to an effective registration statement filed by the Company. The Company will also comply with the other provisions of TIA § 314(a).

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        Limitation on Payments for Consent.    Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid to all Holders which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement, which solicitation documents must be mailed to all Holders prior to the expiration of the solicitation.

Modification and Waiver

        The Company, the Subsidiary Guarantors and the Trustee may enter into one or more supplemental indentures that add, change, waive or eliminate provisions of the Indenture or modify the rights of the Holders with the consent of the Holders of at least a majority in principal amount of the notes then outstanding. However, without the consent of each Holder, no supplemental indenture may:

•

change the stated maturity of the principal of, or any installment of interest on, any note;



•

reduce the principal amount of, or the premium or rate of interest on, any note;



•

extend the time for payment of any interest on any note;



•

change the currency in which the principal of, or any premium or interest on, any note is payable;



•

impair the right to institute suit for the enforcement of any payment on or with respect to any note when due;



•

modify the redemption provisions of the Indenture in a manner adverse to the Holders;



•

modify the subordination provisions of the Indenture in a manner adverse to the Holders;



•

modify the provisions of the Indenture relating to the Company's requirement to offer to repurchase notes upon a Change of Control or an Asset Sale in a manner adverse to the Holders;



•

reduce the percentage in principal amount of the outstanding notes and the outstanding exchange notes necessary to modify or amend the Indenture or to consent to any waiver provided for in the Indenture;



•

waive a default in the payment of principal of, or any premium or interest on, any note; or



•

release any Subsidiary Guarantor from any of its obligations under its Guarantee or the Indenture other than in accordance with the terms of the Indenture.

        The Holders of a majority in principal amount of the outstanding notes and the outstanding exchange notes together may, on behalf of all Holders:

•

waive compliance by the Company with the restrictive provisions of the Indenture or amend, modify or supplement the Indenture other than as provided in the preceding paragraph; and



•

waive any past Default under the Indenture and its consequences, except a default in the payment of the principal of or any premium or interest on any note or in respect of a provision under which the Indenture cannot be modified or amended without the consent of the Holder of each outstanding note affected.

        Without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may enter into one or more supplemental indentures for any of the following purposes:

•

to cure any ambiguity, omission, defect or inconsistency in the Indenture;

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•

to evidence a successor to the Company or any Subsidiary Guarantor, as applicable, and the assumption by the successor of its obligations under the Indenture, the notes or its Guarantee, as applicable;



•

to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture;



•

to make any change that would provide additional rights or benefits to the Holders or that does not adversely affect rights of any Holder;



•

to comply with any requirement in connection with the qualification of the Indenture under the TIA;



•

to add a Subsidiary Guarantor that will unconditionally guarantee the notes or release any Subsidiary Guarantor as provided or permitted by the terms of the Indenture;



•

to complete or make provision for certain other matters contemplated by the Indenture; or



•

to provide for uncertificated notes in addition to or in place of certificated notes.

        The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After any amendment under the Indenture becomes effective, the Company is required to mail to the Holders a notice briefly describing such amendment. However, the failure to give such notice to all the Holders, or any defect therein, will not impair or affect the validity of the amendment.

Events of Default

        Each of the following is an "Event of Default" under the Indenture:

(1)

failure to pay any interest (or Additional Interest, if any) upon any of the notes when due and payable, if the failure continues for 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);



(2)

a default in the payment of the principal of and premium, if any, on any of the notes when due, including on a redemption date or otherwise, including the failure to make a payment to purchase notes tendered pursuant to a Change of Control or a Net Proceeds Offer (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);



(3)

failure to pay when due the principal of or interest on Indebtedness for money borrowed by the Company or its Subsidiaries in excess of $10 million beyond the grace period, if any, provided in the instrument or agreement under which such Indebtedness was created, or the acceleration of that Indebtedness;



(4)

a default by the Company in the performance, or breach, of any of our other covenants in the Indenture, which are not remedied by the end of a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding notes and the outstanding exchange notes together (except in the case of a default with respect to the "Merger, Consolidation and Sale of Assets" covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);



(5)

one or more judgments in an aggregate amount in excess of $10 million shall have been rendered against the Company or any of its Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;



(6)

any of the Guarantees ceases to be in full force and effect or any of the Guarantees are declared to be null and void or invalid and unenforceable or any of the Subsidiary Guarantors

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denies or disaffirms its liability under its Guarantee (other than by reason of the release of a Subsidiary Guarantor in accordance with the terms of the Indenture); or

(7)

certain events of bankruptcy, insolvency or reorganization affecting the Company or any Material Domestic Subsidiary of the Company.

        If an Event of Default described in clause (1), (2), (3), (4), (5) or (6) occurs and is continuing, either the Trustee or the Holders of at least 25% in principal amount of the outstanding notes and the outstanding exchange notes together may declare the principal amount of and accrued interest (including Additional Interest, if any) on all notes to be immediately due and payable. This declaration may be rescinded if the conditions described in the Indenture are satisfied. If an Event of Default of the type referred to in clause (7) occurs, the principal amount of and accrued interest (including Additional Interest, if any) on the outstanding notes and the outstanding exchange notes will automatically become immediately due and payable.

        Within 90 days after a Default, the Trustee must give to the registered Holders notice of all uncured Defaults known to it. The Trustee will be protected in withholding the notice if it in good faith determines that the withholding of the notice is in the best interests of the registered Holders, except in the case of a default in the payment of the principal of, or premium, if any, or interest (including Additional Interest, if any) on, any of the notes when due or in the payment of any redemption obligation.

        The Holders of not less than a majority in principal amount of the outstanding notes and the outstanding exchange notes together may direct the time, method and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. Subject to the provisions of the Indenture relating to the duties of the Trustee, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest (including Additional Interest, if any) when due, no Holder may institute a proceeding or pursue any remedy with respect to the Indenture or the notes unless it complies with the conditions provided in the Indenture, including:

•

Holders of at least 25% in aggregate principal amount of the then outstanding notes and outstanding exchange notes together have requested in writing that the Trustee pursue the remedy;



•

Holders have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; and



•

the Trustee shall not have received from the registered Holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

        In the event of a declaration of acceleration of the notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (3) above, the declaration of acceleration of the notes shall be automatically annulled if the holders of any Indebtedness described in clause (3) above have rescinded the declaration of acceleration in respect of the Indebtedness within 30 days of the date of the declaration and if:

        (a)    the annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction; and

        (b)    all existing Events of Default, except nonpayment of principal or interest on the notes that became due solely because of the acceleration of the notes, have been cured or waived.

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        We are required to deliver to the Trustee annually an Officers' Certificate indicating whether officers signing the certificate know of any Default or Event of Default. If the officers know of a Default or Event of Default, the certificate must specify the status and nature of all Defaults or Events of Default.

        The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the notes. The Holders of a majority in aggregate principal amount of the notes then outstanding by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences if the rescission would not conflict with a judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

        The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become our creditor, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided, however, that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have its obligations and the corresponding obligations of the Subsidiary Guarantors discharged with respect to the outstanding notes, the outstanding exchange notes and the Indenture ("Legal Defeasance"). Such Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding notes and the outstanding exchange notes and their respective other obligations under the Indenture, except for (i) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest (including Additional Interest, if any) on the notes when such payments are due, (ii) the Company's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payments, (iii) the rights, powers, trust, duties and immunities of the Trustee and the Company's obligations in connection therewith and (iv) the Legal Defeasance provisions of the Indenture. If the Company exercises its Legal Defeasance option, payment of the notes may not be accelerated because of any Event of Default with respect thereto. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and its Restricted Subsidiaries released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the notes. Subject to the last paragraph of this Section, if the Company exercises its Legal Defeasance option or its Covenant Defeasance option, each Subsidiary Guarantor will be released from its Guarantee.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in United States dollars, non-callable United States government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

77

(b)

in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and, in either case, that the Holders will be subjected to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(c)

in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(d)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the notes concurrently with such incurrence);



(e)

such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;



(f)

the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and



(g)

the Company shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

        The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option.

        If the amount deposited with the Trustee to effect a Legal Defeasance or a Covenant Defeasance is insufficient to pay the principal or, premium, if any, and interest (including Additional Interest, if any) on the notes when due, or if any court enters an order directing the repayment of all or a portion of the deposit to the Company or otherwise making the deposit unavailable to make payments under the notes when due, then (so long as the insufficiency exists or the order remains in effect) the Company and the Subsidiary Guarantors' obligations under the Indenture, the notes and the Guarantees will be revived and the Legal Defeasance or the Covenant Defeasance will be deemed not to have occurred.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the notes, as expressly provided for in the Indenture) as to all outstanding notes and outstanding exchange notes when (i) either (a) all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in

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trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest (including Additional Interest, if any) on the notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (ii) the Company has paid all other sums payable under the Indenture by the Company; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Concerning the Trustee

        The Bank of New York is the Trustee under the Indenture.

        If the Trustee becomes a creditor of the Company or any Subsidiary Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions with the Company and its affilates; provided that upon the occurrence of a Default under the Indenture, if the Trustee has any conflicting interest as specified in the TIA, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

        Except during the continuance of an Event of Default, the Trustee will perform only those duties as are specifically set forth in the Indenture. The Holders of a majority in principal amount of the notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power under the Indenture, to use the same degree of care and skill in its exercise as a prudent Person would exercise under the circumstances in the conduct of such Person's own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

        We issued the outstanding notes in the form of global securities. The exchange notes will be initially issued in the form of global securities registered in the name of The Depository Trust Company or its nominee.

        Upon the issuance of a global security, The Depository Trust Company or its nominee will credit the accounts of persons holding through it with the respective principal amounts of the exchange notes represented by such global security exchanged by such persons in the exchange offer. The term "global security" means the outstanding global securities or the exchange global securities, as the context may require. Ownership of beneficial interests in a global security will be limited to persons that have accounts with The Depository Trust Company, which we refer to as participants, or persons that may hold interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by The Depository Trust Company (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in such global security other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global security. Because The Depository Trust Company can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a global

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security to pledge its interests to persons that do not participate in The Depository Trust Company system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing those interests.

        Payment of principal of and interest on any notes represented by a global security will be made in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the sole registered owner and the sole holder of the notes represented thereby for all purposes under the Indenture. The Company has been advised by The Depository Trust Company that upon receipt of any payment of principal of or interest on any global security, The Depository Trust Company will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such global security as shown on the records of The Depository Trust Company. Payments by participants to owners of beneficial interests in a global security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in "street name" and will be the sole responsibility of such participants.

        A global security may not be transferred except as a whole by The Depository Trust Company or a nominee of The Depository Trust Company to a nominee of The Depository Trust Company or to The Depository Trust Company. A global security is exchangeable for certificated notes only if:

        (a)    The Depository Trust Company notifies the Company that it is unwilling or unable to continue as a depositary for such global security or if at any time The Depository Trust Company ceases to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depository within 90 days;

        (b)    the Company, in its discretion, at any time determines not to have all the notes represented by such global security; or

        (c)    there shall have occurred and be continuing a Default or an Event of Default with respect to the notes represented by such global security.

Any global security that is exchangeable for certificated notes pursuant to the preceding sentence will be exchanged for certificated notes in authorized denominations and registered in such names as The Depository Trust Company or any successor depositary holding such global security may direct. Subject to the foregoing, a global security is not exchangeable, except for a global security of like denomination to be registered in the name of The Depository Trust Company or any successor depositary or its nominee. In the event that a global security becomes exchangeable for certificated notes:

        (a)    certificated notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof and will bear the applicable restrictive legend, unless that legend is not required by applicable law;

        (b)    payment of principal of, and premium, if any, and interest on, the certificated notes will be payable, and the transfer of the certificated notes will be registrable, at the office or agency of the Company maintained for such purposes; and

        (c)    no service charge will be made for any registration of transfer or exchange of the certificated notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

        Certificated notes may not be exchanged for beneficial interests in any global security unless the transferor first delivers to the Trustee a written certificate, in the form provided in the Indenture, to the effect that the transfer will comply with the appropriate transfer restrictions applicable to the notes.

        The Company will make payments in respect of the notes represented by the global securities, including principal and interest, by wire transfer of immediately available funds to the accounts specified by the global security holder. The Company will make all payments of principal and interest with respect to certificated notes by wire transfer of immediately available funds to the accounts

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specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder's registered address.

        So long as The Depository Trust Company or any successor depositary for a global security, or any nominee, is the registered owner of such global security, The Depository Trust Company or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such global security for all purposes under the Indenture and the notes. Except as set forth above, owners of beneficial interests in a global security will not be entitled to have the notes represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of certificated notes in definitive form and will not be considered to be the owners or holders of any notes under such global security. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of The Depository Trust Company or any successor depositary, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the Indenture. The Company understands that under existing industry practices, in the event that the Company requests any action of holders or that an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the Indenture, The Depository Trust Company or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

        Consequently, neither the Company, the trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

        (a)    any aspect of The Depository Trust Company's records or any participant's or indirect participant's records relating to or payments made on account of beneficial ownership interest in the global securities or for maintaining, supervising or reviewing any of The Depository Trust Company's records or any participant's or indirect participant's records relating to the beneficial ownership interests in the global securities; or

        (b)    any other matter relating to the actions and practices of The Depository Trust Company or any of its participants or indirect participants.

        The Depository Trust Company has advised the Company that The Depository Trust Company is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Exchange Act. The Depository Trust Company was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depository Trust Company's participants include securities brokers and dealers (which may include the initial purchasers), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own The Depository Trust Company. Access to The Depository Trust Company's book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        Although The Depository Trust Company has agreed to the foregoing procedures in order to facilitate transfers of interests in global securities among participants of The Depository Trust Company, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the trustee or the initial purchasers will have any responsibility for the performance by The Depository Trust Company or its participants or indirect participants of its obligations under the rules and procedures governing their operations.

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Registration Rights for Outstanding Notes

        We, the Subsidiary Guarantors and the initial purchasers entered into a registration rights agreement on August 11, 2003. Under the registration rights agreement, we are required to:

•

by October 10, 2003, file a registration statement relating to the exchange offer with SEC;



•

by January 8, 2004, use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act; and



•

keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) and not more than 45 business days after the effectiveness of the exchange offer registration statement.

        For each of the outstanding notes surrendered to us pursuant to the exchange offer, the Holder who surrendered such outstanding note will receive an exchange note having a principal amount equal to that of the surrendered outstanding note. Interest on each exchange note will accrue (A) from the later of (i) the last Interest Payment Date on which interest was paid on the outstanding note surrendered in exchange therefor, or (ii) if the outstanding note is surrendered for exchange on a date in a period which includes the Record Date for an Interest Payment Date to occur on or after the date of such exchange and as to which interest will be paid, the date of such Interest Payment Date or (B) if no interest has been paid on such outstanding note, from the Issue Date.

        Under existing interpretations of the SEC contained in several no-action letters to third parties, the exchange notes and the related guarantees will be freely transferable by holders thereof, other than our affiliates, after the exchange offer without further registration under the Securities Act; provided, however, that each Holder that wishes to exchange its outstanding notes for exchange notes will be required to represent (i) that any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) that it has and, at the time of the consummation of the exchange offer, will have no arrangement or understanding with any Person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act, (iii) that it is not an affiliate of ours or the Subsidiary Guarantors within the meaning of the Securities Act and is not acting on behalf of any Persons who could not truthfully make the foregoing representations or, if the transferor is an affiliate of ours or the Subsidiary Guarantors, it will couply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes and (v) if such Holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such exchange notes. We will agree to make available, during the period required by the Securities Act, this prospectus for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes.

        If (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, we are not permitted to effect an exchange offer or certain Holders are not permitted to participate in the exchange offer, (ii) the exchange offer is not consummated by February 7, 2004, (iii) in certain circumstances, certain Holders of unregistered exchange notes so request, or (iv) in the case of any Holder that participates in the exchange offer, such Holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws, other than due solely to the status of such Holder as our affiliate or within the meaning of the Securities Act, then in each case, we will (x) promptly deliver to the applicable Holders, as required under the registration rights agreement, and the Trustee written notice thereof and (y) at our sole expense, (a) use our reasonable best offers to file a shelf registration statement covering resales of the notes and the Guarantees on or prior to the applicable filing date under the registration rights agreement, (b) use our reasonable best efforts to cause the shelf registration statement to be declared

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effective under the Securities Act on or prior to the applicable effectiveness date under the registration rights agreement and (c) use our reasonable best efforts to keep effective the shelf registration statement until the earlier of two years after the Issue Date or such time as all of the applicable outstanding notes have been sold thereunder. We will, in the event that a shelf registration statement is filed, provide to each Holder copies of the prospectus that is a part of the shelf registration statement, notify each such Holder when the shelf registration statement for the outstanding notes has become effective and take certain other actions as are required to permit unrestricted resales of the outstanding notes. A Holder that sells outstanding notes pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a Holder, including certain indemnification rights and obligations.

        If we fail to meet the targets listed above, then additional interest will become payable in respect of the notes as follows:

(i)

if (A) neither the registration statement of which this prospectus is a part nor a shelf registration statement required to be filed because of any change in law or currently prevailing interpretations of the staff of the SEC that would not permit certain Holders to participate in the exchange offer is filed with the SEC on or prior to the applicable filing date under the registration rights agreement, which, in the case of the registration statement of which this prospectus is a part, is October 10, 2003 or (B) notwithstanding that we have consummated or will consummate an exchange offer, we are required to file a shelf registration statement and the shelf registration statement is not filed on or prior to the applicable filing date under the registration rights agreement, then, commencing on the day after any such required filing date, additional interest will accrue on the principal amount of the outstanding notes at a rate of 0.25% per annum for the first 90 days immediately following each filing date, increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or



(ii)

if (A) neither the registration statement of which this prospectus is a part nor a shelf registration statement is declared effective by the SEC on or prior to the applicable effectiveness date under the registration rights agreement, which, in the case of the registration statement of which this prospectus is a part is January 8, 2004 or (B) notwithstanding that we have consummated or will consummate an exchange offer, we are required to file a shelf registration statement and the shelf registration statement is not declared effective by the SEC on or prior to the 60^th day following the date such shelf registration statement was filed, then, commencing on the day after any such required effective date, additional interest will accrue on the principal amount of the outstanding notes at a rate of 0.25% per annum for the first 90 days immediately following such date, increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or



(iii)

if (A) we have not exchanged exchange notes for all outstanding notes validly tendered in accordance with the terms of the exchange offer on or prior to the 30th day after which the registration statement of which this prospectus is a part was declared effective or (B) if applicable, the shelf registration statement has been declared effective and the shelf registration statement ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all outstanding notes covered by the shelf registration statement have been sold), then additional interest will accrue on the principal amount of the outstanding notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 91^st day after such effective date, in the case of (A) above, or (y) the day such shelf registration statement ceases to be effective, in the case of (B) above, increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;

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provided, however, that the additional interest rate on the outstanding notes may not accrue under more than one of the foregoing clauses (i) through (iii) at any one time and at no time may the aggregate amount of additional interest accruing exceed in the aggregate 1.5% per annum; provided, further, however, that (1) upon the filing of the registration statement of which this prospectus is a part or a shelf registration statement (in the case of clause (i) above), (2) upon the effectiveness of the registration statement of which this prospectus is a part or a shelf registration statement (in the case of clause (ii) above), (3) upon the exchange of exchange notes for all outstanding notes tendered (in the case of clause (iii) (A) above), or (4) upon the effectiveness of the shelf registration statement that had ceased to remain effective (in the case of clause (iii) (B) above), additional interest on the outstanding notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.

        Any amounts of additional interest due pursuant to clause (i), (ii) or (iii) above will be payable in cash on the same original interest payment dates as the notes.

Governing Law

        The Indenture provides that it, the notes and the Guarantees are governed by, and will be construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

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Definitions

        Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

"Acquired Indebtedness" of a Person means Indebtedness or Disqualified Capital Stock of another Person or any of its Subsidiaries existing at the time such other Person becomes a Restricted Subsidiary of the referent Person or at the time it merges or consolidates with the referent Person or any of the referent Person's Restricted Subsidiaries or is assumed by the referent Person or any Restricted Subsidiary of the referent Person in connection with the acquisition of assets from such other Person and in each case not incurred by such other Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the referent Person or such acquisition, merger or consolidation.

"Affiliate" means, with respect to any specified Person, any other Person, who directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise (and the terms "controlling" and "controlled" have meanings correlative of the foregoing); provided, however, that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to constitute control.

"Asset Acquisition" means (a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, (b) the acquisition by the Company or any Restricted Subsidiary of the Company, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration, of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person or (c) an asset exchange.

"Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value, including, without limitation, by means of merger or consolidation, by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Wholly-Owned Restricted Subsidiary of the Company of (a) any Capital Stock of any Restricted Subsidiary of the Company; or (b) any other property or assets of the Company or any Restricted Subsidiary of the Company other than the sale of inventory in the ordinary course of business or the liquidation of Cash Equivalents; provided, however, that Asset Sales shall not include (i) any transaction or series of related transactions for which the Company or its Subsidiaries receive aggregate consideration of less than $1 million in any consecutive 12-month period, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company and its Subsidiaries as permitted under "Merger, Consolidation and Sale of Assets" or any disposition that constitutes a Change of Control, (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any Restricted Subsidiary of assets or property to the Company or one or more Subsidiary Guarantors, (iv) the disposition of equipment no longer used or useful in the business of the Company or any of its Restricted Subsidiaries, (v) a Sale and Leaseback Transaction with respect to any assets within 90 days of the acquisition of such assets or a Sale and Leaseback Transaction with respect to any assets, the aggregate fair market value of which such assets subject to such Sale and Leaseback Transaction does not exceed $20 million, (vi) the sale or other disposition of Cash Equivalents, (vii) the sale or disposition of any assets or property received as a result of a foreclosure by the Company or any of its Restricted Subsidiaries of any secured Investment or any other transfer of title with respect to any secured Investment in default, (viii) the grant of any license of patents, trademarks, registrations

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therefor and other similar intellectual property in the ordinary course of business and consistent with industry practice, (ix) the sale, conveyance, transfer or lease of any real property owned by the Company or any Restricted Subsidiary to a Real Estate Venture, (x) Restricted Payments permitted by the provisions described under "—Limitation on Restricted Payments" above, (xi) the creation of any Permitted Lien, and (xii) the sale of accounts receivable and related assets pursuant to a Qualified Securitization Transaction.

"Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

"Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary or any Person performing a similar function or designated by such Secretary, Assistant Secretary or other Person of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Borrowing Base" means, an amount equal to the sum of (i) 85% of the consolidated book value of the Receivables of the Company and the Domestic Subsidiaries plus (ii) 60% of the consolidated book value of the inventory of the Company and the Domestic Subsidiaries.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which commercial banking institutions in New York, New York or the New York Stock Exchange are authorized or obligated by law or executive order to close.

"Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

"Capital Stock" means (i) with respect to any Person that is a corporation, any and all shares, interests, rights to purchase, warrants, options, participation rights or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person and (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person or any rights to purchase, warrants, options, participation rights or other equivalents (however designated and whether or not voting) of partnership, membership or other equity interests of such Person.

"Cash Equivalents" means (i) marketable direct obligations issued by, or unconditionally guaranteed or insured by, the United States Government or issued by any agency or instrumentally thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or province or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's; (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of deposit, eurodollar time deposits or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000; (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) or (iv) above entered into with any bank meeting the qualifications specified in clause (iv) above or any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York; and (vi) investments in money market

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funds which invest substantially all their assets in securities of the types described in clauses (i) through (v) above.

"Change of Control" means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or Group; (ii) the approval by the holders of the Company's Capital Stock of any Plan of Liquidation (whether or not otherwise in compliance with the provisions of the applicable indenture); (iii) any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 45% of the aggregate Voting Stock of the Company or any successor to all or substantially all of the Company's assets; or (iv) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

"Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

"Commodity Agreement" means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices.

"Consolidated Cash Flow" means, with respect to any Person, for any period, (a) the sum (without duplication) of (i) Consolidated Net Income, (ii) to the extent Consolidated Net Income has been reduced thereby, (A) all income taxes of such Person and its Subsidiaries accrued for such period, (B) Consolidated Interest Expense and (C) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period and (iii) any non-cash non-operating loss or expense associated with any unfunded post-retirement health or insurance benefit plans of the Company or its Subsidiaries to the extent deducted in computing Consolidated Net Income, but only to the extent Section 420 of the Internal Revenue Code (or its successor provision) was utilized by the Company and its Subsidiaries during the previous fiscal year, all as determined in accordance with GAAP.

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of Consolidated Cash Flow of such Person during the four full fiscal quarters (the "Four Quarter Period") ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated Cash Flow" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (including Disqualified Capital Stock) and the application of the proceeds thereof, other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period and (ii) any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect on the Issue Date) (provided that such Consolidated Cash Flow shall be

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calculated using the definition of "Consolidated Net Income") attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or, liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio," (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and (3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

"Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of (i) Consolidated Interest Expense, plus (ii) the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person (other than dividends paid in Qualified Capital Stock or by Subsidiaries of such Person to such Person) paid, accrued (or guaranteed) or scheduled to be paid, accrued or guaranteed during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such Person, expressed as a decimal.

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication, to the extent incurred by such Person: (i) the aggregate of the interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation, (a) any amortization of original issue discount, (b) the net costs under Interest Swap Obligations, (c) all capitalized interest, (d) the interest portion of any deferred payment obligation and (e) amortization of all commissions, discounts and other fees and charges owed with respect to bankers' acceptances, letters of credit financings; and (ii) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP, minus in the case of clauses (i) and (ii) above amortization or write-off of deferred financing costs to the extent such costs are included in (i) or (ii) above, and only with respect to transactions closing at or prior to the Issue Date. For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in good faith by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guaranty by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

"Consolidated Net Income" means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall be excluded therefrom (a) any after-tax gains or losses from Assets Sales (except to the extent set forth in clause (l) below), (b) items classified as extraordinary or nonrecurring gains or losses on an after-tax effected basis, (c) the net

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income (but not loss) of any Restricted Subsidiary of the referent Person for such period to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary to the referent Person or any Subsidiary thereof of that income is restricted, directly or indirectly, by operation of the terms of its charter or constituent documents or any agreement, instrument, judgment, decree, law, order, statute, rule, governmental regulation or for any other reason whatsoever except for amounts actually distributed, (d) the net income of any other Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person, or to a Wholly-Owned Restricted Subsidiary of the referent Person, by such other Person, (e) any restoration to income of any contingency reserve of an extraordinary, nonrecurring or unusual nature, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date, (f) net income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period), (g) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets and (h) the cumulative effect of a change in accounting principles, (i) any non-cash charges for goodwill, intangibles and other related purchase accounting adjustments relating to future acquisitions by that Person, (j) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided, that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Capital Stock), (k) any after-tax non-cash gains or losses related to defined pension plans of the Company and (l) any income from the sale of real property to the extent that net income therefrom exceeds (A) for purposes of calculating the Fixed Charge Coverage Ratio, $25 million for any Four Quarter Period (as defined in the definition of Consolidated Fixed Charge Coverage Ratio elsewhere in this section), or (B) for purposes of calculating the amount of Consolidated Net Income includable in determining the amount of permissible Restricted Payments, $25 million in any fiscal year.

"Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation and amortization and other non-cash charges of such Person and its Subsidiaries reducing Consolidated Net Income of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a reserve for cash charges for any future period).

"Consolidated Net Tangible Assets" means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets, (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, and after deducting therefrom (a) all current liabilities of the Company and its Restricted Subsidiaries (excluding the current portion of (i) long-term Indebtedness, (ii) intercompany liabilities and (iii) any liabilities which are by their terms renewable or extendable at the option of the obligor thereon to a time more than 12 months from the time as of which the amount thereof is being computed) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and any other like intangibles as determined in accordance with GAAP. Consolidated Net Tangible Assets shall be measured as of the most recently ended fiscal quarter prior to the event which requires its measurement.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the Issue Date or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

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"Credit Agreement" means the Agreement to Amend and Restate dated as of October 2, 2002, among the Company, the lenders named therein, together with Annex I which is the Amended and Restated Credit Agreement among the Company and the lenders named therein, dated as of December 28, 2000 and amended and restated as of October 2, 2002, and any deferrals, renewals, extensions, replacements, refinancings or refundings thereof, or amendments, modifications or supplements thereto or replacements thereof of all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and any agreement providing therefor (including, without limitation, any agreement increasing the amount borrowed thereunder if permitted by the "—Limitation on Incurrence of Additional Indebtedness" covenant above, or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder), whether by or with the same or any other lender, creditors, or group of creditors, and including related notes, guarantee agreements, security agreements and other instruments and agreements executed in connection therewith and whether by the same or any other agent, lender or group of lenders.

"Currency Agreement" means any foreign exchange contract, currency swap agreement, currency option contract, futures contract, or other similar agreement or arrangement designed to protect a Person against fluctuations in currency exchange rates.

"Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default under the Indenture.

"Designated Non-Cash Consideration" means a promissory note from the purchaser of real estate from the Company or a Restricted Subsidiary not sold in connection with the sale of a business or other non-real estate assets which is secured by a first mortgage Lien on the property sold, and which property shall be free of any other Lien or encumbrance (other than any such Lien that, by its terms, is expressly subordinated or second in priority to the Lien granted to the Company or such Restricted Subsidiary).

"Designated Senior Indebtedness" means (i) Indebtedness under or in respect of the Credit Agreement or any Foreign Subsidiary Credit Agreement to the extent it constitutes Senior Indebtedness or Guarantor Senior Indebtedness and (ii) any other Indebtedness constituting Senior Indebtedness or Guarantor Senior Indebtedness which, at the time of determination, has an aggregate principal amount of at least $25 million and is specifically designated in the instrument evidencing such Senior Indebtedness or Guarantor Senior Indebtedness as "Designated Senior Indebtedness" by the Company or the applicable Subsidiary Guarantor, as the case may be. The instrument, agreement or other document evidencing any Designated Senior Indebtedness may place limitations and conditions on the right of such Designated Senior Indebtedness to exercise the rights of Designated Senior Indebtedness.

"Disqualified Capital Stock" means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or the passage of time or both, matures or is required to be redeemed or repurchased, pursuant to a sinking fund obligation or otherwise, including at the option of the holder thereof, by the issuer thereof or any of its Subsidiaries, in whole or in part, on or prior to the final maturity date of the notes. Notwithstanding the foregoing, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Capital Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions prior to the Company's purchase of the notes required to be purchased pursuant to the provisions of the Indenture as described under "Right to Require Purchase of Notes upon a Change of Control" or "Covenants—Limitation on Asset Sales."

"Domestic Subsidiary" means any Restricted Subsidiary of the Company organized under the laws of the United States or any state thereof or the District of Columbia.

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"Event of Loss" means, with respect to any property or asset, any (i) loss, destruction or damage of such property or asset or (ii) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto and the rules and regulations of the SEC promulgated thereunder.

"Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined by a majority of the Board of Directors of the Company acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Company.

"Foreign Borrowing Base" means an amount equal to the sum of (i) 85% of the consolidated book value of the Receivables plus (ii) 60% of the consolidated book value of the inventory of the Foreign Subsidiaries incurring such Indebtedness.

"Foreign Subsidiary" means any Restricted Subsidiary that is not a Domestic Subsidiary.

"Foreign Subsidiary Credit Agreement" means the credit facilities and credit lines of Foreign Subsidiaries existing on the Issue Date and any deferrals, renewals, extensions, replacements, refinancings or refundings thereof, or amendments, modifications or supplements thereto or replacements thereof of all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and any agreement providing therefor (including, without limitation, any agreement increasing the amount borrowed thereunder if permitted by the "—Limitation on Incurrence of Additional Indebtedness" covenant above, or adding Foreign Subsidiaries of the Company as additional borrowers or guarantors thereunder), whether by or with the same or any other lender, creditors, or group of creditors, and including related notes, guarantee agreements, security agreements and other instruments and agreements executed in connection therewith and whether by the same or any other agent, lender or group of lenders.

"GAAP" means United States generally accepted accounting principles as in effect on the Issue Date.

"Group" means a group of related Persons, as defined in Section 13(d) of the Exchange Act.

"Guarantor Senior Indebtedness" means, with respect to any Subsidiary Guarantor, the principal of, premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect of, and any other payments due pursuant to, any of the following, whether outstanding as of the date of the Indenture or incurred or created thereafter, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Guarantee of such Subsidiary Guarantor:

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all of such Subsidiary Guarantor's Indebtedness, obligations and other liabilities, contingent or otherwise, for money borrowed that is evidenced by a note, bond, debenture, loan agreement or similar instrument or agreement;



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all of such Subsidiary Guarantor's noncontingent obligations (1) for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction, (2) under any Interest Swap Obligations, (3) under any Currency Agreements and (4) under any Commodity Agreements;



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all of such Subsidiary Guarantor's obligations for the payment of money relating to Capitalized Lease Obligations;

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any liabilities of such Subsidiary Guarantor's Subsidiaries described in the preceding clauses that it has guaranteed or which are otherwise its legal liability; and



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renewals, extensions, refundings, refinancings, restructurings, amendments and modifications of any such obligations.

provided, however, that in no event shall "Guarantor Senior Indebtedness" include (a) Indebtedness or other obligations owed to any Subsidiary Guarantor's Subsidiaries or Affiliates; (b) trade account payables incurred in the ordinary course of business, (c) any liabilities for taxes owed or owing by such Subsidiary Guarantor, (d) Indebtedness incurred in violation of the Indenture provisions under the covenant "Limitation on Incurrence of Additional Indebtedness," (e) Disqualified Capital Stock or (f) its obligations under the Guarantee.

"Holder" means any holder of notes.

"Indebtedness" means with respect to any Person, without duplication, (i) all Obligations of such Person for borrowed money whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof, to the extent of such portion, (ii) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of such Person issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted), (v) all Obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction, (vi) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (i) through (v) above and clause (viii) below, (vii) all Obligations of any other Person of the type referred to in clauses (i) through (vi) which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the Fair Market Value of such property or asset or the amount of the Obligation so secured, (viii) all Obligations under Currency Agreements and Interest Swap Obligations of such Person, (ix) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, including accrued dividends, if any and (x) any and all deferrals, renewals, extensions, refinancings and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any Obligation of the type referred to in clauses (i) through (vi) and this clause (x), whether or not between or among the same parties. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. The amount of Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of the original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

"Independent Financial Advisor" means a firm (i) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Company and (ii) which, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged.

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"Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

"Investment" means, with respect to any Person, any direct or indirect advance, loan or other extension of credit (including, without limitation, a guarantee or the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition (whether by merger, consolidation, purchase or otherwise) by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any Person other than the notes. "Investment" shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be and commission, travel and similar advances to officers and employees made in the ordinary course of business. For purposes of the "Limitation on Restricted Payments" covenant, the amount of any Investment shall be the original cost of such Investment plus the cost of all additional Investments by the Company or any of its Subsidiaries, without any adjustments for increases or decreases in value, or write-ups, write-downs or writeoffs with respect to such Investment, reduced by the payment of dividends or distributions in connection with such Investment or any other amounts received in respect of such Investment; provided, however, that no such payment of dividends or distributions or receipt of any such other amounts shall reduce the amount of any Investment if such payment of dividends or distributions or receipt of any such amounts would be included in Consolidated Net Income. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Common Stock of such former Restricted Subsidiary not sold or disposed of. The value of any property deemed to be an Investment shall be the Fair Market Value of such property at the time of transfer.

"Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's or BBB- (or the equivalent) by S&P.

"Investment Grade Status" means any time at which the ratings of the notes by both Moody's and S&P are Investment Grade Ratings.

"Issue Date" means the date of original issuance of the outstanding notes.

"Lien", with respect to any Property of any Person, means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest) on or with respect to such Property.

"Material Domestic Subsidiary" means any Domestic Subsidiary of the Company, the Consolidated Net Tangible Assets of which were more than 7.5% of the Company's Consolidated Net Tangible Assets as of the end of the most recently completed fiscal year of the Company for which audited financial statements are available; provided that, in the event the aggregate of the Consolidated Net Tangible Assets of all Domestic Subsidiaries that do not constitute Material Subsidiaries exceeds 7.5% of the Company's Consolidated Net Tangible Assets as of such date, the Company shall, to the extent necessary, designate sufficient Domestic Subsidiaries to be deemed to be "Material Domestic

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Subsidiaries" to eliminate such excess, and such designated Subsidiaries shall thereafter constitute Material Domestic Subsidiaries, or any Domestic Subsidiary that becomes a subsidiary guarantor under the Credit Agreement.

"Moody's" means Moody's Investors Service, Inc., or any successor to the rating agency business thereof.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Subsidiaries from such Asset Sale net of (a) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements, (c) repayment of Senior Indebtedness or Guarantor Senior Indebtedness that is required to be repaid in connection with such Asset Sale, (d) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale (e) payments to be made to other holders of capital stock in a Restricted Subsidiary, Permitted Joint Venture or Real Estate Venture in accordance with their pro rata interest in the entity; (f) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold within 30 days of the sale thereof; and (g) relocation expenses incurred as a result of the Asset Sale.

"Non-Recourse Indebtedness" means Indebtedness (a) as to which neither the Company nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes a lender, and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

"Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness, whether contingent or otherwise.

"Officers' Certificate" means, with respect to any Person, a certificate signed by the Chairman, Chief Executive Officer, the President or any Vice President and the Chief Financial Officer, Controller or any Treasurer of such Person that shall comply with applicable provisions of the Indenture.

"Permitted Business" means the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date, and any businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors).

"Permitted Indebtedness" means, without duplication, each of the following:

        (i)    Indebtedness of the Company or any of its Subsidiaries incurred or guaranteed pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $313 million in the aggregate reduced by any required permanent repayments pursuant to the provisions set forth under "Certain Covenants—Limitation on Asset Sales" (which are accompanied by a corresponding permanent commitment reduction) or any permanent reduction of

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commitments under the term loan thereunder or (b) an amount determined in accordance with a Borrowing Base;

        (ii)    Indebtedness under the outstanding notes, the Indenture and the Guarantees outstanding at the Issue Date and the corresponding exchange notes on the date of exchange;

        (iii)    Interest Swap Obligations of the Company or any of its Subsidiaries covering Indebtedness of the Company or any of its Subsidiaries; provided, however, that such Interest Swap Obligations are entered into to protect the Company and its Subsidiaries from fluctuations in interest rates on Indebtedness incurred in accordance with the Indenture in the ordinary course of business and not for speculative purposes and to the extent the notional principal amount of such Interest Swap Obligation does not exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates;

        (iv)    Indebtedness of the Company or any of its Subsidiaries under Currency Agreements; provided, however, that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

        (v)    Indebtedness of the Company or any of its Subsidiaries under Commodity Agreements entered into in the ordinary course of the financial management of the Company or such Subsidiary and not for speculative purposes;

        (vi)    Indebtedness of a Domestic Subsidiary to the Company or to a Domestic Subsidiary for so long as such Indebtedness is held by the Company or a Domestic Subsidiary, in each case subject to no Liens held by any Person other than the Company or a Domestic Subsidiary; provided, however any Indebtedness of a Subsidiary Guarantor to any Subsidiary of the Company that is not a Subsidiary Guarantor incurred after the Issue Date is unsecured and subordinated, pursuant to a written agreement, to such Subsidiary Guarantor's Guarantee; and provided, further that if as of any date any Person other than the Company or a Domestic Subsidiary owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, or such Domestic Subsidiary is designated an Unrestricted Subsidiary, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness;

        (vii)    Indebtedness of the Company to a Domestic Subsidiary for so long as such Indebtedness is held by a Domestic Subsidiary, in each case subject to no Lien; provided, however, that (a) any Indebtedness of the Company to any Domestic Subsidiary is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Indenture and the notes and (b) if as of any date any Person other than a Domestic Subsidiary owns or holds any such Indebtedness or a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Company;

        (viii)    Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

        (ix)    Indebtedness of the Company or any of its Subsidiaries represented by letters of credit or performance bonds for the account of the Company or such Subsidiary, as the case may be, in order to provide security for workers' compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;

        (x)    the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or Purchase Money Indebtedness, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of

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construction, improvement or lease of property, plant or equipment used in a Permitted Business (whether through the direct purchase of assets or through the acquisition of at least a majority of the Voting Stock of any Person owning such assets), in each case, in an amount not to exceed the Fair Market Value of the property, plant or equipment for which such Indebtedness was incurred at the time such Indebtedness was incurred and in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (x) not to exceed $15 million at any time outstanding;

        (xi)    guarantees provided under the covenant "—Additional Subsidiary Guarantees" and the guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary not otherwise prohibited by the Indenture;

        (xii)    Obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with industry practice;

        (xiii)    Indebtedness of the Company or any Restricted Subsidiary evidenced by promissory notes subordinated to the notes issued to current or former employees, directors, officers or consultants of the Company or any Restricted Subsidiary in lieu of cash payment for any Capital Stock of the Company being repurchased from such persons; provided that the aggregate amount of Indebtedness incurred does not exceed $3 million in any calendar year;

        (xiv)    Acquired Indebtedness; provided that at the time such Person was acquired by the Company or Restricted Subsidiary and after giving effect to the incurrence of such Indebtedness either the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to the second sentence of the first paragraph of this covenant;

        (xv)    Indebtedness of the Company or a Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Subsidiary of the Company otherwise permitted by and in accordance with the provisions of the Indenture in an amount not greater than the net amount received by the Company and its Restricted Subsidiaries in connection with such disposition;

        (xvi)    Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;

        (xvii)    Indebtedness of the Company or a Restricted Subsidiary to any Permitted Joint Venture or Real Estate Venture which when aggregated with Permitted Investments incurred pursuant to clause (xiii) of the definition of Permitted Investments does not to exceed the greater of $25 million or 3% of Consolidated Net Tangible Assets in the aggregate at any time outstanding;

        (xviii)    Indebtedness of Foreign Subsidiaries to the Company or any Domestic Subsidiary; provided that insofar as such Indebtedness exceeds $25 million, such excess shall be deducted from amounts available to make Restricted Payments;

        (xix)    Indebtedness of Foreign Subsidiaries pursuant to the Foreign Subsidiary Credit Agreement in an amount equal to the greater of (i) $35 million or (ii) the Foreign Borrowing Base;

        (xx)    Indebtedness existing on the date of the Indenture;

        (xxi)    Refinancing Indebtedness; and

        (xxii)    additional Indebtedness of the Company or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $20 million at any one time outstanding.

"Permitted Investments" means (i) Investments by the Company or any Restricted Subsidiary of the Company in the Company or any Domestic Subsidiary or any Person that is or will become

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immediately after such Investment a Domestic Subsidiary or that will merge or consolidate into the Company or a Domestic Subsidiary; (ii) Investments in the Company by any Restricted Subsidiary of the Company; provided, however, that any Indebtedness evidencing such Investment by a Restricted Subsidiary is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the notes and the Indenture; (iii) Investments in cash and Cash Equivalents; (iv) loans and advances to employees and officers of the Company and its Subsidiaries in the ordinary course of business for bona fide business purposes and pursuant to applicable law not in excess of $2 million at any one time outstanding; (v) Currency Agreements and Interest Swap Obligations and Commodity Agreements entered into in the ordinary course of the Company's or its Subsidiaries' businesses and otherwise in compliance with the Indenture; (vi) Investments in trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (vii) Investments made by the Company or its Subsidiaries as a result of non-cash consideration received in connection with an Asset Sale made in compliance with the "Limitation on Asset Sales" covenant; (viii) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances; (ix) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business consistent with industry practice; (x) Investments in Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments in lieu of cash amounts in which there has been a default; (xi) Investments acquired as a result of a foreclosure by the Company or such Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (xii) Investments the consideration for which consists solely of shares of Common Stock of the Company; (xiii) so long as no Event of Default has occurred and is continuing, Investments in any Real Estate Venture or Permitted Joint Venture; provided that the aggregate amount of Investments made pursuant to this clause (xiii), which when aggregated with Permitted Indebtedness incurred pursuant to clause (xvii) of the definition of Permitted Indebtedness shall not exceed the greater of $25 million or 3% of Consolidated Net Tangible Assets in the aggregate at any time outstanding; (xiv) Investments in Foreign Subsidiaries which when aggregated with Permitted Indebtedness incurred pursuant to clause (xviii) of the definition of Permitted Indebtedness shall not to exceed $25 million; and (xv) additional Investments in an amount outstanding at any one time not to exceed $15 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value). In the event an Investment pursuant to clause (xiii) or (xiv) is sold for cash or otherwise liquidated or repaid for cash the lesser of (A) the cash return of capital with respect to such Investment (less the cost of disposition if any), and (B) the initial amount of such Investment shall no longer be deemed outstanding for purposes of such clause.

"Permitted Joint Venture" means any Person which is not a Subsidiary and is, directly or indirectly, through its Subsidiaries or otherwise, engaged principally in a Permitted Business, and at least 20% of the Capital Stock of which is owned by the Company or its Restricted Subsidiaries, on the one hand, and one or more Persons other than the Company or any Affiliate of the Company, on the other hand, whose principal facilities are located outside the United States of America.

"Permitted Liens" means the following types of Liens:

        (i)    Liens in favor of the Trustee in its capacity as trustee for the Holders;

        (ii)    Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or that can be paid without penalty or (b) contested in good faith by appropriate proceedings and as to

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which the Company or its Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

        (iii)    statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

        (iv)    Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds, deposits for the payment of rent and other similar obligations (exclusive of obligations for the payment of borrowed money);

        (v)    judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

        (vi)    easements, rights-of-way, zoning restrictions, irregularities of title and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Subsidiaries;

        (vii)    any interest or title of a lessor under any Capitalized Lease Obligation; provided, however, that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;

        (viii)    Liens to secure Purchase Money Indebtedness of the Company or any Restricted Subsidiary not to exceed $15 million in the aggregate at any one time outstanding; provided, however, that (A) the related Purchase Money Indebtedness is permitted to be incurred in accordance with the "Limitation on Incurrence of Additional Indebtedness" covenant, (B) the related Purchase Money Indebtedness shall not exceed the cost of such property or assets and shall not be secured by any property or assets of the Company or any Restricted Subsidiary of the Company other than the property and assets so acquired and (C) the Lien securing such Indebtedness shall be created within 180 days of such acquisition;

        (ix)    Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (x)    Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

        (xi)    Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any of its Subsidiaries, including rights of offset and set-off;

        (xii)    Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under the Indenture;

        (xiii)    Liens securing Indebtedness under Currency Agreements or Commodity Agreements;

        (xiv)    Liens securing Acquired Indebtedness incurred in accordance with the "Limitation on Incurrence of Additional Indebtedness" covenant; provided, however, that (A) such Liens secured such

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Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and (B) such Liens do not extend to or cover any property or assets of the Company or of any of its Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;

        (xv)    Liens existing on the date of the Indenture;

        (xvi)    Liens securing Refinancing Indebtedness where the Liens securing Indebtedness being refinanced were permitted under the Indenture and on terms no more restrictive than the Indebtedness being refinanced;

        (xvii)    Liens under licensing agreements permitted under the Indenture;

        (xviii)    Liens in favor of customs and revenue authorities arising in the ordinary course of business and as a matter of law to secure payment of customs duties;

        (xix)    Liens granted in connection with a Qualified Securitization Transaction;

        (xx)    Liens arising as a result of litigation or legal proceedings that are currently being contested in good faith by appropriate and diligent action; and

        (xxi)    Customary deposits granted in the ordinary course of business under operating leases otherwise permitted under the Indenture.

"Person" means an individual, partnership, corporation, unincorporated organization, association, joint stock company, company (including a limited liability company), trust or joint venture, or a governmental agency or political subdivision thereof or any other entity.

"Plan of Liquidation" means a plan or proposal for the liquidation or dissolution of an entity in accordance with the laws of the jurisdiction of its formation.

"Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

"Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the Indenture, the value of any Property shall be its Fair Market Value.

"Purchase Money Indebtedness" means Indebtedness the net proceeds of which are used to finance the cost (including the cost of construction) of property or assets acquired in the normal course of business by the Person incurring such Indebtedness.

"Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

"Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary in connection with or reasonably related to a transaction or series of transactions in which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to (1) a Special Purpose Vehicle or (2) any other Person, or may grant a security interest in, any equipment and related assets (including contract rights) or Receivables or interests therein secured by goods or services financed thereby (whether such Receivables are then existing or arising in the future) of the Company or any Restricted Subsidiary, and any assets relating thereto including, without limitation, all security or ownership interests in goods or services financed thereby, the proceeds of such Receivables, and other assets which are customarily sold or in respect of

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which security interests are customarily granted in connection with securitization transactions involving such assets, as any agreement governing any such transactions may be renewed, refinanced, amended, restated or modified from time to time.

"Real Estate Venture" means any Person which is not a Restricted Subsidiary and is, directly or indirectly, through its Subsidiaries or otherwise, engaged principally in the acquisition, development or financing of real estate activities, and at least 20% of the Capital Stock of which is owned by the Company or its Restricted Subsidiaries, on the one hand, and one or more Persons other than the Company or any Affiliate of the Company, on the other hand.

"Receivables" means any right of payment from or on behalf of any obligor, whether constituting an account, chattel paper, instrument, general intangible or otherwise, arising from the financing by the Company or any Restricted Subsidiary of goods or services, and monies due thereunder, security or ownership interests in the goods and services financed thereby, records relating thereto, and the right to payment of any interest or finance charges and other obligations with respect thereto, proceeds from claims on insurance policies related thereto, any other proceeds related thereto and other related rights.

"Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means any Refinancing by the Company or any Restricted Subsidiary of the Company of Indebtedness (including Disqualified Capital Stock) incurred in accordance with the "Limitation on Incurrence of Additional Indebtedness" covenant (provided that Refinancing Indebtedness shall not include Indebtedness described in clauses (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xv), (xvi), (xvii), (xviii), (xix), (xx) and (xxii) of the definition of Permitted Indebtedness), in each case that does not (1) result in an increase in the aggregate principal amount or liquidation preference of Indebtedness (or if such Indebtedness was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) of such Person and plus the amount of reasonable expenses incurred by the Company or such Restricted Subsidiary, as the case may be, in connection with such Refinancing), except to the extent that any such increase in Indebtedness is otherwise permitted by the Indenture or (2) create Indebtedness with (A) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or (B) a final maturity or redemption date earlier than the final maturity or redemption date of the Indebtedness being Refinanced; provided, however, that (x) if such Indebtedness being Refinanced is Indebtedness of the Company, then such Refinancing Indebtedness shall be Indebtedness solely of the Company and (y) if such Indebtedness being Refinanced is subordinate or junior to the notes or the Guarantees, then such Refinancing Indebtedness shall be subordinate to the notes or the Guarantees, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

"Registration Rights Agreement" means the Registration Rights Agreement dated on or prior to the Issue Date among the Company, the Subsidiary Guarantors and the Initial Purchasers.

"Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

"S&P" means Standard & Poor's Rating Service, a division of the McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

"Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of the Company of any property, whether owned by the Company or any Restricted Subsidiary of the

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Company at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property, other than between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

"Senior Indebtedness" means, the principal of, premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect of, and any other payments due pursuant to, any of the following, whether outstanding as of the date of the Indenture or incurred or created thereafter, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the notes:

•

all of our Indebtedness, obligations and other liabilities, contingent or otherwise, for money borrowed that is evidenced by a note, bond, debenture, loan agreement or similar instrument or agreement, including, without limitation, all amounts outstanding from time to time under the Credit Agreement;



•

all of our noncontingent obligations (1) for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction, (2) under any Interest Swap Obligations and (3) under any Currency Agreements;



•

all of our obligations for the payment of money relating to Capitalized Lease Obligations;



•

all of our obligations pursuant to the guarantee by the Company or a Restricted Subsidiary of Indebtedness of Foreign Subsidiaries pursuant to the Foreign Subsidiary Credit Agreement;



•

any liabilities of our Subsidiaries described in the preceding clauses that we have guaranteed or which are otherwise our legal liability; and



•

renewals, extensions, refundings, refinancings, restructurings, amendments and modifications of any such obligations.

provided, however, that in no event shall Senior Indebtedness include (a) Indebtedness or other obligations owed to any of our Subsidiaries or Affiliates; (b) trade account payables or any other obligation of the Company to trade accounts created or assumed by the Company incurred in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities, (c) any liabilities for federal, state, local or other taxes owed or owing by us or any of our Subsidiaries, (d) Indebtedness incurred in violation of the Indenture provisions under the covenant "Limitation on Incurrence of Additional Indebtedness," (e) our obligations under the Company's 5³/4% Convertible Subordinated Notes due 2007, (f) Obligations with respect to Capital Stock of the Company, (g) our obligations under the notes or (h) Indebtedness of the Company that is by its terms subordinated in right of payment to the notes.

"Significant Subsidiary" shall have the meaning set forth in Rule 1-02(w) of Regulation S-X under the Securities Act, as in effect on the Issue Date.

"Special Purpose Vehicle" means a bankruptcy-remote entity or trust or other special purpose entity which is formed by the Company, any Subsidiary of the Company or any other Person for the purpose of, and engages in no material business other than in connection with a Qualified Securitization Transaction or other similar transactions of Receivables or other similar or related assets.

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"Subsidiary", with respect to any Person, means (i) any corporation, company (including any limited liability company) joint venture, association or other business entity of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors, managers or trustees under ordinary circumstances shall at the time be owned or controlled, directly or indirectly, by such Person or (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person or one or more of the other Subsidiaries of that Person (or a continuation thereof).

"Subsidiary Guarantor" means (a) each of the Domestic Subsidiaries as of the Issue Date and (b) each of the Company's Subsidiaries that in the future executes a supplemental indenture in which such Subsidiary agrees to be bound by the terms of the Indenture as a Subsidiary Guarantor; provided, however, that any Person constituting a Subsidiary Guarantor as described above shall cease to constitute a Subsidiary Guarantor when its Guarantee is released in accordance with the terms of the Indenture.

"Unrestricted Subsidiary" means (i) any Subsidiary of the Company that does not directly or indirectly own, beneficially or of record, any Capital Stock of, and subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Restricted Subsidiary of the Company and that, at the time of determination shall be or continue to be designated as an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided for in "Certain Covenants—Limitations on Restricted and Unrestricted Subsidiaries;" provided, that such Subsidiary at the time of such designation (a) has no Indebtedness other than Non-Recourse Indebtedness; (b) is not a party to any agreement, contract, arrangement or understanding with the Company or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained from Persons who are not Affiliates of the Company or that complies with the provisions under "—Limitation on Transactions with Affiliates;" (c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation to (x) subscribe for additional Capital Stock or (y) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, and (ii) any Subsidiary of an Unrestricted Subsidiary.

"Voting Stock" means stock or securities of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a Person (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking, fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

"Wholly-Owned Subsidiary" of any Person means any Subsidiary of such Person of which all the outstanding voting securities normally entitled to vote in the election of directors are owned by such Person or any Wholly-Owned Subsidiary of such Person.

"Wholly-Owned Restricted Subsidiary" of any Person means any Wholly-Owned Subsidiary which is also a Restricted Subsidiary of such Person.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, after the expiration date of the exchange offer for as long as any broker-dealer has an obligation to deliver a prospectus in connection with any resale of these exchange notes, not to exceed 90 days, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with these resales.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any of these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from these broker-dealers and/or the purchasers of exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any of these resales of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        After the expiration date of the exchange offer for as long as any broker-dealer has an obligation to deliver a prospectus in connection with any resale of these exchange notes, not to exceed 90 days, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the outstanding notes, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

103

U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of certain U.S. federal income tax considerations relating to the exchange offer and to the purchase, ownership and disposition of the notes by initial holders. For purposes of this section, references to the notes shall be deemed to refer to the outstanding notes or the exchange notes, as applicable.

        The following summary is not a complete analysis of all the potential tax considerations relating to the notes. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated under the Code, and currently effective administrative rulings and judicial decisions, all relating to the U.S. federal income tax treatment of debt instruments. These authorities may be changed, perhaps with retroactive effect, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service, or I.R.S., or an opinion of counsel with respect to the statements made herein concerning the notes, and we cannot assure you that the I.R.S. will agree with such statements.

        This summary assumes that the notes are held as capital assets and holders purchased the notes upon their initial issuance at the notes' initial offering price. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address all tax considerations that may be applicable to holders' particular circumstances or to holders that may be subject to special tax rules, such as, for example:

•

holders subject to the alternative minimum tax;



•

banks, insurance companies, or other financial institutions;



•

tax-exempt organizations;



•

dealers in securities or commodities;



•

expatriates;



•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;



•

holders whose functional currency is not the U.S. dollar;



•

persons that will hold the notes as a position in a hedging transaction, straddle, conversion transaction or other risk reduction transaction;



•

persons deemed to sell the notes under the constructive sale provisions of the Code; or



•

partnerships or other pass-through entities.

        If a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor regarding the tax consequences of the purchase, ownership and disposition of the notes.

This summary of certain U.S. federal income tax considerations is for general information only and is not tax advice. You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

Tax Consequences of the Offer

        Because the exchange notes will not differ materially in kind or extent from the outstanding notes, your exchange of outstanding notes for exchange notes will not constitute a taxable disposition of the

104

outstanding notes for U.S. federal income tax purposes. As a result, you will not recognize taxable income, gain or loss on such exchange, your holding period for the exchange notes will generally include the holding period for the outstanding notes so exchanged, your adjusted tax basis in the exchange notes immediately following the exchange will generally be the same as your adjusted tax basis in the outstanding notes so exchanged immediately prior to the exchange, and the U.S. federal income tax consequences associated with owning the outstanding notes will generally continue to apply to the exchange notes. The following discussion of the U.S. federal income tax consequences of the ownership of "notes" generally describes the U.S. federal income tax consequences of the ownership of exchange notes.

Consequences to U.S. Holders

        The following is a summary of the general U.S. federal income tax consequences that will apply to you if you are a "U.S. Holder" of the notes. Certain consequences to "Non-U.S. Holders" of the notes are described under "—Consequences to Non-U.S. Holders," below. "U.S. Holder" means a beneficial owner of a note that is, for U.S. federal income tax purposes:

•

a citizen or resident of the United States;



•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision of the United States;



•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or



•

a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Payments of Interest

        Stated interest on the notes will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for U.S. federal income tax purposes.

Disposition of Notes

        Upon the sale, exchange (other than pursuant to the exchange offer), redemption or other taxable disposition of a note, you generally will recognize taxable gain or loss equal to the difference between the amount realized on such disposition (except to the extent any amount realized is attributable to accrued but unpaid interest, which is treated as interest as described above) and your adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally will equal the cost of the note to such holder.

        Gain or loss recognized on the disposition of a note generally will be capital gain or loss, and will be long-term capital gain or loss if, at the time of such disposition, the U.S. Holder's holding period for the note is more than 12 months. The deductibility of capital losses by U.S. Holders is subject to certain limitations.

Information Reporting and Backup Withholding

        In general, information reporting requirements will apply to certain payments of principal, premium (if any) and interest on and the proceeds of certain sales of notes unless you are an exempt recipient. A backup withholding tax will apply to such payments if you fail to provide your taxpayer identification number or certification of exempt status or have been notified by the I.R.S. that payments to you are subject to backup withholding.

105

        Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against your U.S. federal income tax liability provided that you furnish the required information to the I.R.S. on a timely basis.

Consequences to Non-U.S. Holders

        The following is a summary of the U.S. federal income tax consequences that will generally apply to you if you are a Non-U.S. Holder of notes. The term "Non-U.S. Holder" means a beneficial owner of a note that is, for U.S. federal income tax purposes, a nonresident alien or a corporation, estate or trust that is not a U.S. Holder.

        Special rules may apply to certain Non-U.S. Holders such as "controlled foreign corporations," "passive foreign investment companies" and "foreign personal holding companies," as such terms are defined in the Code. If you are a Non-U.S. Holder, we encourage you to consult your own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to you.

Payments of Interest

        The 30% U.S. federal withholding tax (or lower applicable treaty rate) generally will not apply to any payment to you of interest on a note that is not effectively connected with a U.S. trade or business provided that:

•

you do not actually or constructively (under applicable attribution rules) own 10% or more of the total combined voting power of our voting stock, within the meaning of Section 871(h)(3) of the Code;



•

you are not a controlled foreign corporation that is related to us directly or indirectly through stock ownership;



•

you are not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code; and



•

(a) you provide your name and address, and certify, under penalties of perjury, that you are not a "United States person" (which certification may be made on an I.R.S. Form W-8BEN) or (b) a securities clearing organization, bank, or other financial institution that holds customers' securities in the ordinary course of its business holds the note on your behalf and certifies, under penalties of perjury, either that it has received I.R.S. Form W-8BEN from you or from another qualifying financial institution intermediary or that it is permitted to establish and has established your foreign status through other documentary evidence, and otherwise complies with applicable requirements. If the notes are held by or through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury Regulations.

        If you cannot satisfy the requirements described above, payments of interest will be subject to the 30% U.S. federal withholding tax, unless you provide us with a properly executed (1) I.R.S. Form W-8BEN claiming an exemption from or reduction in withholding under an applicable tax treaty or (2) I.R.S. Form W-8ECI stating that interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States. If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, you will instead be required to pay U.S. federal income tax on that interest on a net income basis in the same manner as if you were a U.S. Holder, except as otherwise provided by an applicable tax treaty. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest on the notes which is effectively

106

connected with your conduct of a trade or business in the United States would be included in your earnings and profits.

Disposition of Notes

        Any gain recognized upon the sale, exchange, redemption or other taxable disposition of a note (except with respect to accrued and unpaid interest, which would be taxable as such) will not be subject to the 30% U.S. federal withholding tax. Such gain also generally will not be subject to U.S. federal income tax unless:

•

that gain is effectively connected with your conduct of a trade or business in the United States; or



•

you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

        A Non-U.S. Holder described in the first bullet point above will generally be required to pay U.S. federal income tax on the net gain derived from the sale, except as otherwise required by an applicable tax treaty, and if such holder is a foreign corporation, it may also be required to pay a branch profits tax at a 30% rate or a lower rate if so specified by an applicable tax treaty.

Information Reporting and Backup Withholding

        In general, information reporting and backup withholding may apply to certain payments of principal, premium (if any) and interest on the notes to Non-U.S. Holders, as well as to the proceeds of certain sales of notes made through brokers, unless the holder has made appropriate certifications as to its foreign status, or has otherwise established an exemption. The certification of foreign status described above under "—Payments of Interest" is generally effective to establish an exemption from backup withholding.

        Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against your U.S. federal income tax liability provided that you furnish the required information to the I.R.S. on a timely basis.

LEGAL MATTERS

        Jones Day, New York, New York, will pass upon certain legal matters under U.S. federal, New York, Ohio, California and Delaware law for us regarding the exchange notes. Bass, Berry & Sims PLC, Nashville, Tennessee, will pass upon certain legal matters under Tennessee law for us regarding the exchange notes.

EXPERTS

        Ernst & Young LLP, independent auditors, have audited our consolidated financial statements as of November 30, 2002 and 2001, and for each of the three years in the period ended November 30, 2002, as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION
AND INCORPORATION BY REFERENCE

        We are subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance with these requirements, we file reports, proxy statements and other information relating to our business, financial condition and other matters with the Securities and Exchange Commission. We are required to disclose in such reports certain information, as of particular dates, concerning our operating results and financial condition, officers and directors, principal holders of securities, any

107

material interests of such persons in transactions with us and other matters. Reports, proxy statements and other information filed by us can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.

        Copies of such material can be obtained from the Public Reference Section of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Securities and Exchange Commission also maintains a website that contains reports, proxy and information statements and other information regarding registrants like us that file electronically with the Securities and Exchange Commission. The address of such site is: http://www.sec.gov. Reports, proxy statements and other information concerning our business may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. This information may also be obtained from us as described below.

        We incorporate by reference the documents listed below that we have filed with the Securities and Exchange Commission (File No. 1-1520) and any filings that we make with the Securities and Exchange Commission on or after the date of this prospectus under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.

•

Our Annual Report on Form 10-K for the fiscal year ended November 30, 2002 (File No. 1-1520);



•

Our Annual Proxy Statement dated February 18, 2003;



•

Our Quarterly Reports on Form 10-Q for the fiscal quarters ended February 28, 2003 (File No. 1-1520) and May 31, 2003 (File No. 1-1520); and



•

Our Current Reports on Form 8-K dated March 10, 2003 (File No. 1-1520), March 26, 2003 (File No. 1-1520) (only to the extent described in Item 5 thereof), May 5, 2003 (File No. 1-1520), July 24, 2003 (File No. 1-1520) and August 6, 2003 (File No. 1-1520).

        Any statement contained in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified will not be deemed to constitute a part of this prospectus, except as so modified, and any statement so superseded will not be deemed to constitute a part of this prospectus.

        The information related to us contained in this prospectus should be read together with the information contained in the documents incorporated by reference.

        We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated into this prospectus by reference, other than exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents, or referred to in this prospectus. Requests should be directed to:

GenCorp Inc.
P. O. Box 537012
Sacramento, California 95853-7012
Attention: Secretary
(916) 355-4000

108

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of GenCorp Inc.
	Report of Ernst & Young LLP, Independent Auditors	F-2
	Consolidated Statements of Income for the three years ended November 30, 2002	F-3
	Consolidated Balance Sheets as of November 30, 2002 and 2001	F-4
	Consolidated Statements of Shareholders' Equity for the three years ended November 30, 2002	F-5
	Consolidated Statements of Cash Flows for the three years ended November 30, 2002	F-6
	Notes to Consolidated Financial Statements	F-7
Unaudited Condensed Consolidated Financial Statements of GenCorp Inc.
	Condensed Consolidated Statements of Income for the six months ended May 31, 2003 and 2002	F-55
	Condensed Consolidated Balance Sheet as of May 31, 2003	F-56
	Condensed Consolidated Statements of Cash Flows for the six months ended May 31, 2003 and 2002	F-57
	Notes to Unaudited Condensed Consolidated Financial Statements	F-58

F-1

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of GenCorp Inc.:

        We have audited the accompanying consolidated balance sheets of GenCorp Inc. as of November 30, 2002 and 2001, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended November 30, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Company, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of GenCorp Inc. at November 30, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended November 30, 2002, in conformity with accounting principles generally accepted in the United States.

Ernst & Young LLP

Sacramento, California
January 20, 2003

F-2

GENCORP INC.

Consolidated Statements of Income

			Year ended November 30,
			2002		2001			2000
			(Dollars in millions, except per share amounts)
Net Sales			$	1,135	$	1,486		$	1,047
Costs and Expenses
Cost of products sold				935		1,280			860
Selling, general and administrative				55		42			40
Depreciation and amortization				66		77			50
Interest expense				16		33			18
Other (income) expense, net				4		(22	)		(4	)
Restructuring charges				2		40			—
Unusual items, net				15		(151	)		(4	)
				1,093		1,299			960
Income Before Income Taxes				42		187			87
Provision for income taxes				12		59			35
Income Before Cumulative Effect of a Change in Accounting Principle				30		128			52
Cumulative Effect of a Change in Accounting Principle, net of income taxes				—		—			74
	Net Income		$	30	$	128		$	126
Earnings Per Share of Common Stock
Basic:
	Income before cumulative effect of a change in accounting principle		$	0.71	$	3.03		$	1.24
	Cumulative effect of a change in accounting principle			—		—			1.76
		Total	$	0.71	$	3.03		$	3.00
Diluted:
	Income before cumulative effect of a change in accounting principle		$	0.69	$	3.00		$	1.23
	Cumulative effect of a change in accounting principle			—		—			1.76
		Total	$	0.69	$	3.00		$	2.99
		Weighted average shares of common stock outstanding		42.8		42.2			41.9
		Weighted average shares of common stock outstanding assuming dilution		48.6		42.6			42.1
Dividends Declared Per Share of Common Stock			$	0.12	$	0.12		$	0.12

See Notes to Consolidated Financial Statements.

F-3

GENCORP INC.

Consolidated Balance Sheets

		As of November 30,
		2002			2001
		(Dollars in millions, except share amounts)
Current Assets
Cash and cash equivalents		$	48		$	44
Accounts receivable			139			173
Inventories, net			167			167
Recoverable from the U.S. government and other third parties for environmental remediation costs			24			18
Current deferred income taxes			—			14
Prepaid expenses and other			5			4
	Total Current Assets		383			420
Noncurrent Assets
Property, plant and equipment, net			481			454
Recoverable from the U.S. government and other third parties for environmental remediation costs			208			140
Deferred income taxes			9			6
Prepaid pension asset			337			287
Goodwill			126			65
Other noncurrent assets, net			92			96
	Total Noncurrent Assets		1,253			1,048
	Total Assets	$	1,636		$	1,468
Current Liabilities
Short-term borrowings and current portion of long-term debt		$	22		$	17
Accounts payable			89			140
Reserves for environmental remediation			39			35
Income taxes payable			22			29
Current deferred income taxes			1			—
Other current liabilities			200			220
	Total Current Liabilities		373			441
Noncurrent Liabilities
Convertible subordinated notes			150			—
Other long-term debt, net of current portion			215			197
Reserves for environmental remediation			301			244
Postretirement benefits other than pensions			176			194
Other noncurrent liabilities			61			82
	Total Noncurrent Liabilities		903			717
	Total Liabilities		1,276			1,158
Commitments and Contingent Liabilities
Shareholders' Equity
Preference stock, par value of $1.00; 15 million shares authorized; none issued or outstanding			—			—
Common stock, par value of $0.10; 150 million shares authorized; 43.5 million shares issued, 43.0 million outstanding in 2002; 43.3 million shares issued, 42.6 million shares outstanding in 2001			4			4
Other capital			13			9
Retained earnings			356			331
Accumulated other comprehensive loss, net of income taxes			(13	)		(34	)
	Total Shareholders' Equity		360			310
	Total Liabilities and Shareholders' Equity	$	1,636		$	1,468

See Notes to Consolidated Financial Statements.

F-4

GENCORP INC.

Consolidated Statements of Shareholders' Equity

	Common Stock								Accumulated Other Comprehensive Loss
				Other Capital		Retained Earnings						Total Shareholders' Equity
	Shares	Amount
	(Dollars in millions, except per share amounts)
November 30, 1999	41,862,301	$	4	$	—	$	87		$	(17	)	$	74
Net income	—		—		—		126			—			126
Currency translation adjustments and other	—		—		—		—			(11	)		(11	)
Cash dividends of $0.12 per share	—		—		—		(5	)		—			(5	)
Shares issued under stock option and stock incentive plans	104,679		—		2		—			—			2
November 30, 2000	41,966,980		4		2		208			(28	)		186
Net income	—		—		—		128			—			128
Currency translation adjustments and other	—		—		—		—			(6	)		(6	)
Cash dividends of $0.12 per share	—		—		—		(5	)		—			(5	)
Shares issued under stock option and stock incentive plans	661,187		—		7		—			—			7
November 30, 2001	42,628,167		4		9		331			(34	)		310
Net income	—		—		—		30			—			30
Currency translation adjustments and other	—		—		—		—			21			21
Cash dividends of $0.12 per share	—		—		—		(5	)		—			(5	)
Shares issued under stock option and stock incentive plans	339,927		—		4		—			—			4
November 30, 2002	42,968,094	$	4	$	13	$	356		$	(13	)	$	360

See Notes to Consolidated Financial Statements.

F-5

GENCORP INC.

Consolidated Statements of Cash Flows

					Year ended November 30,
					2002			2001			2000
					(Dollars in millions)
Operating Activities
Income from continuing operations					$	30		$	128		$	52
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities:
	Net loss on reacquisition of minority ownership interest in subsidiary					2			—			—
	Gain on sale of businesses					6			(206	)		(5	)
	Gain on sale of property, plant and equipment					—			(23	)		—
	Foreign currency gain					—			(11	)		—
	Depreciation and amortization					66			77			50
	Deferred income taxes					12			66			14
		Changes in operating assets and liabilities net of effects of acquisitions and dispositions of businesses:
			Accounts receivable			52			(34	)		4
			Inventories			5			33			(38	)
			Other current assets			(1	)		(3	)		4
			Other noncurrent assets			(133	)		23			17
			Current liabilities			(95	)		(18	)		(31	)
			Other noncurrent liabilities			33			(101	)		(44	)
				Net Cash (Used in) Provided by Operating Activities		(23	)		(69	)		23
Investing Activities
Capital expenditures						(45	)		(49	)		(82	)
Proceeds from disposition of EIS business						(6	)		315			—
Proceeds from the sale of minority interest in subsidiary						—			—			25
Proceeds from sale of property, plant and equipment						1			12			—
Acquisition of businesses, net of cash acquired						(91	)		(184	)		—
				Net Cash (Used in) Provided by Investing Activities		(141	)		94			(57	)
Financing Activities
Proceeds from issuance of convertible debt						150			—			—
Borrowings (repayments) on revolving credit facility, net						(75	)		(84	)		37
Repayments on short-term debt, net						(7	)		(4	)		(5	)
Proceeds from the issuance of long-term debt						140			350			—
Repayments on long-term debt						(42	)		(262	)		—
Dividends paid						(5	)		(5	)		(5	)
Other equity transactions						4			7			1
				Net Cash Provided by Financing Activities		165			2			28
Effect of exchange rate fluctuations on cash and cash equivalents						3			—			—
Net Increase (Decrease) in Cash and Cash Equivalents						4			27			(6	)
Cash and Cash Equivalents at Beginning of Year						44			17			23
				Cash and Cash Equivalents at End of Year	$	48		$	44		$	17

See Notes to Consolidated Financial Statements.

F-6

GENCORP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies

a.    Basis of Presentation and Nature of Operations

        The consolidated financial statements of GenCorp Inc. (GenCorp or the Company) include the accounts of the parent company and its wholly-owned and majority-owned subsidiaries. See Note 7 for a discussion of recent business acquisitions and divestitures. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to financial information for prior years to conform to the current year's presentation.

        The Company is a multinational manufacturing company operating primarily in the U.S. and Europe. The Company's continuing operations are organized into three segments: GDX Automotive, Aerospace and Defense and Fine Chemicals. The Company's GDX Automotive segment is a major automotive supplier, engaged in the development, manufacture and sale of highly engineered extruded and molded rubber and plastic sealing systems for vehicle bodies and windows for automotive original equipment manufacturers. The Aerospace and Defense segment includes the operations of Aerojet-General Corporation (Aerojet or AGC). Aerojet's business primarily serves high technology markets that include space and strategic rocket propulsion and tactical weapons. Primary customers served include major prime contractors to the U.S. government, the Department of Defense (DoD) and the National Aeronautics and Space Administration (NASA). The Company also has significant undeveloped real estate holdings in California. The Company's real estate activities are a component of its Aerospace and Defense segment. The Company's Fine Chemicals segment consists of the operations of Aerojet Fine Chemicals LLC (AFC). AFC's sales are derived primarily from the sale of custom manufactured active pharmaceutical ingredients and advanced/registered intermediates to pharmaceutical and biotechnology companies. Information on the Company's operations by segment and geographic area is provided in Note 11.

        The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

b.    Workforce

        As of November 30, 2002, approximately 55 percent of the Company's employees are covered by collective bargaining or similar agreements. Of the covered employees, approximately 12 percent are covered by collective bargaining agreements that are due to expire within one year.

c.    Cash Equivalents

        All highly liquid debt instruments purchased with remaining maturity at the date of purchase of three months or less are considered to be cash equivalents. The Company classifies securities underlying its cash equivalents as "available-for-sale" in accordance with the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115). Cash equivalents are stated at cost, which approximates fair value, due to the highly liquid nature and short duration of the underlying securities.

F-7

d.    Inventories

        The GDX Automotive segment uses the first-in, first-out (FIFO) method for accounting for inventory costs for facilities acquired as part of the Draftex acquisition (see Note 7) and all other non-U.S. facilities and the last-in, first-out (LIFO) method for all other GDX Automotive locations. The Aerospace and Defense and Fine Chemicals segments use the average cost method. Inventories are stated at the lower of cost or market value (see Note 2).

e.    Property, Plant and Equipment

        Property, plant and equipment are recorded at cost. Refurbishment costs are capitalized in the property accounts, whereas ordinary maintenance and repair costs are expensed as incurred. Depreciation is computed principally by the straight-line method for the GDX Automotive and Fine Chemicals segments, and by accelerated methods for the Aerospace and Defense segment. Depreciable lives on buildings and improvements, and machinery and equipment, range from five years to 45 years, and three years to 15 years, respectively.

        Impairment of long-lived assets is recognized when events or circumstances indicate that the carrying amount of the asset, or related groups of assets, may not be recoverable. Under SFAS No. 144, Accounting for the Impairment or Disposal of Ling-Lived Assets (SFAS 144), which supersedes SFA No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121), a long-lived asset classified as "held for sale" is initially measured at the lower of its carrying amount or fair value less costs to sell. In the period that the "held for sale" criteria is met, the Company recognizes an impairment charge for any initial adjustment of the long-lived asset amount. Gains or losses not previously recognized resulting from the sale of a long-lived asset are recognized on the date of sale.

f.    Goodwill and Other Intangible Assets

        The Company adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142) effective December 1, 2001. Under SFAS 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually for impairment, or more frequently if indications of possible impairment exist. The Company has performed the requisite transitional impairment tests for goodwill and other intangible assets as of December 1, 2001 and has determined that they were are not impaired as of that date.

        Goodwill represents the excess of purchase price over the estimated fair value of net assets acquired. Identifiable intangible assets, such as existing technology, customer backlog, patents, trademarks and licenses, are recorded at cost or when acquired as part of a business combination at estimated fair value. Identifiable intangible assets are amortized over their estimated useful life using the straight-line method over periods ranging from three to 20 years. As of November 30, 2002, goodwill totaled $126 million and other net intangible assets totaled $15 million. As of November 30, 2001, goodwill totaled $65 million and other intangible assets totaled $24 million, including assembled workforce of $20 million which was reclassified to goodwill in fiscal 2002 in accordance with SFAS 142. Accumulated amortization of goodwill and other intangible assets was $8 million as of November 30, 2002 and 2001.

F-8

        The Company periodically evaluates the value of its goodwill and the period of amortization of its other intangible assets and determines if such assets are impaired by comparing the carrying values with estimated future undiscounted cash flows. This analysis is performed separately for the goodwill that resulted from each acquisition and for the other intangibles. The Company performed the annual impairment tests for goodwill as of September 1, 2002 and has determined that goodwill was not impaired as of that date. Other intangible assets are evaluated when indicators of impairment exist.

g.    Pre-Production Costs

        The Company accounts for certain pre-production costs in accordance with EITF Issue No. 99-5, Accounting for Pre-Production Costs Related to Long-term Supply Arrangements. This EITF addresses the accounting treatment and disclosure requirements for pre-production costs incurred by original equipment manufacturers suppliers to perform certain services related to the design and development of the parts they will supply to the original equipment manufacturers suppliers as well as the design and development costs to build molds, dies and other tools that will be used in producing parts. At November 30, 2002, the Company has recorded, as a noncurrent asset, $4 million of costs for tooling for which the customer reimbursement is assured.

h.    Revenue Recognition/Long-Term Contracts

        Generally, sales are recorded when products are shipped, customer acceptance has occurred, all other significant customer obligations have been met and collection is reasonably assured. In certain circumstances, the Company's Fine Chemicals segment records sales when products are shipped, before customer acceptance has occurred because adequate controls are in place to ensure compliance with contractual product specifications and a substantial history of performance has been established. In addition, the Fine Chemicals segment recognizes revenue under two contracts before the finished product is delivered to the customers. These customers have specifically requested that AFC invoice for the finished product and hold the finished product in inventory until a later date.

        Sales and income under most government fixed-price and fixed-price-incentive production type contracts are recorded as deliveries are made. Sales and income under some of the fixed price contracts are recorded based on a measurement of costs incurred to date as compared to total costs to be incurred, plus any applicable profit. For contracts where relatively few deliverable units are produced over a period of more than two years, revenue and income are recognized at the completion of measurable tasks, rather than upon delivery of the individual units. If at any time expected costs exceed the value of the contract, the loss is recognized immediately. Sales under cost reimbursement contracts are recorded as costs are incurred, and include estimated earned fees in the proportion that costs incurred to date bear to total estimated costs.

        Certain government contracts contain cost or performance incentive provisions that provide for increased or decreased fees or profits based upon actual performance against established targets or other criteria. Penalties and cost incentives are considered in estimated sales and profit rates. Performance incentives are recorded when earned or measurable. Provisions for estimated losses on contracts are recorded when such losses become evident. The Company uses the full absorption costing method for government contracts which includes direct costs, allocated overhead and general and administrative expense. Work-in-process on fixed-price contracts includes full cost absorption, less the average estimated cost of units or items delivered.

F-9

i.    Research and Development Expenses

        Company-sponsored research and development (R&D) expenses were $17 million in fiscal 2002, $24 million in fiscal 2001 and $26 million in fiscal 2000. Included in these amounts were R&D expenses related to the Electronics and Information Systems (EIS) business of $4 million in fiscal 2001 and $7 million in fiscal 2000. Company-sponsored R&D expenses include the costs of technical activities that are useful in developing new products, services, processes or techniques, as well as those expenses for technical activities that may significantly improve existing products or processes.

        Customer-sponsored R&D expenditures, which are funded under government contracts, totaled $99 million in fiscal 2002, $215 million in fiscal 2001 and $162 million in fiscal 2000. Included in these amounts were R&D expenses related to the EIS business of $146 million in fiscal 2001 and $110 million in fiscal 2000 (see Note 7).

j.    Environmental Remediation Costs

        The Company accounts for identified or potential environmental remediation liabilities in accordance with the American Institute of Certified Public Accountants' Statement of Position 96-1, Environmental Remediation Liabilities (SOP 96-1) and Security and Exchange Commission (SEC) Staff Accounting Bulletin No. 92, Accounting and Disclosures Relating to Loss Contingencies. Under this guidance, the Company expenses, on a current basis, recurring costs associated with managing hazardous substances and pollution in ongoing operations. The Company accrues for costs associated with the remediation of environmental pollution when it becomes probable that a liability has been incurred, and its proportionate share of the amount can be reasonably estimated. In most cases only a range of reasonably possible costs can be estimated. In establishing the Company's reserves, the most probable estimated amount is used when determinable, and the minimum amount is used when no single amount in the range is more probable. The Company recognizes amounts recoverable from insurance carriers, the U.S. government or other third parties, when the collection of such amounts is probable. Pursuant to U.S. government agreements or regulations, the Company can recover a substantial portion of its environmental costs for its Aerospace and Defense segment through the establishment of prices of the Company's products and services sold to the U.S. government. The ability of the Company to continue recovering these costs from the U.S. government depends on Aerojet's sustained business volume under U.S. government contracts and programs. See also Notes 9(b) and 9(c).

k.    Stock-Based Compensation

        The Company applies the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations to account for awards of stock-based compensation granted to employees. See also Note 10(c).

l.    Derivative Financial Instruments

        In fiscal 2000, the Company entered into a foreign currency option contract to purchase a specified number of Euros at a specified exchange rate, in order to hedge against market fluctuations during negotiations to acquire The Laird Group Public Limited Company's Draftex International Car Body Seals Division (Draftex) business. The Company recognized an expense of $8 million in connection with this contract, which expired on November 30, 2000. The Company entered into several forward

F-10

exchange contracts related to the Draftex acquisition in December 2000. Settlement of these contracts, in fiscal 2001, resulted in a gain of $11 million.

m.    Earnings Per Share

        A reconciliation of the numerator and denominator used to calculate basic and diluted earnings per share of common stock (EPS) is presented in the following table (millions, except per share amounts; shares in thousands):

		Year ended November 30,
		2002		2001		2000
Numerator for Basic EPS Income available to common shareholders		$	30	$	128	$	52
Numerator for Diluted EPS Income available to common shareholders		$	30	$	128	$	52
	Interest on convertible notes		3		—		—
		$	33	$	128	$	52
Denominator for Basic EPS Weighted average shares of common stock outstanding			42,830		42,228		41,933
Denominator for Diluted EPS Weighted average shares of common stock outstanding			42,830		42,228		41,933
	Employee stock options		303		332		103
	Convertible Notes (see Note 6)		5,429		—		—
	Other		—		23		16
			48,562		42,583		42,052
EPS—Basic		$	0.71	$	3.03	$	1.24
EPS—Diluted		$	0.69	$	3.00	$	1.23

        Potentially dilutive securities that are not included in the diluted EPS calculation because they would be antidilutive are 825,000, 917,000 and 2,604,000 employee stock options as of November 30, 2002, 2001 and 2000, respectively.

n.    Related-Party Transactions

        In fiscal 2001 and 2000, AFC incurred expenses totaling $5 million and $2 million, respectively, for services performed by NextPharma Technologies USA Inc. (NextPharma) on behalf of AFC. Expenses in fiscal 2002 were not material. These services included sales and marketing efforts, customer interface and other related activities. From June 2000 through December 2001, NextPharma held a minority ownership interest in AFC and GenCorp held a minority ownership interest in NextPharma's parent company (see Note 7 for additional information.) The Company relinquished its interest in NextPharma in December 2001.

F-11

        Following review and approval by the Audit Committee of the Company's Board of Directors, the Company's Chairman and then Chief Executive Officer, Robert A. Wolfe, subscribed for 25,000 ordinary shares of NextPharma's parent company, NextPharma Technologies S.A., in August 2000 at an aggregate purchase price of $250,000.

2.    Inventories

		As of November 30,
		2002			2001
		(Millions)
Raw materials and supplies		$	32		$	31
Work-in-process			16			20
Finished goods			15			17
Approximate replacement cost of inventories			63			68
LIFO reserves			(4	)		(5	)
Long-term contracts at average cost			164			121
Progress payments			(56	)		(17	)
	Inventories	$	167		$	167

        Inventories applicable to government contracts, related to the Company's Aerospace and Defense segment, include general and administrative costs. The total of such costs incurred in fiscal 2002 and 2001 was $50 million and $76 million, respectively, and the amount in inventory is estimated to be $24 million and $36 million at November 30, 2002 and 2001, respectively.

        In fiscal 2001, Aerojet recorded an inventory write-down of $46 million related to its participation as a propulsion supplier to a commercial launch vehicle program and also recorded a $2 million accrual for outstanding obligations connected with this effort. Aerojet's inventory consists of program unique rocket engines and propulsion systems primarily intended for use in a commercial reusable launch vehicle. The inventory write-down reflects the inability of a commercial customer to secure additional funding, no alternative purchasers willing to acquire inventory held by Aerojet and no market value.

        Inventories using the LIFO method represented 11 percent and 13 percent of inventories at replacement cost as of November 30, 2002 and 2001, respectively.

3.    Income Taxes

        The Company accounts for income taxes in accordance with the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. The Company files a consolidated federal income tax return with its wholly-owned subsidiaries.

F-12

        The components of the Company's provision for income taxes are as follows:

		As of November 30,
		2002			2001			2000
		(Millions)
Current
	United States federal	$	(14	)	$	7		$	(30	)
	State and local		(4	)		(19	)		(8	)
	Foreign		18			5			8
			—			(7	)		(30	)
Deferred
	United States federal	$	16		$	47		$	51
	State and local		6			19			13
	Foreign		(10	)		—			1
			12			66			65
Provision for income taxes		$	12		$	59		$	35

        A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate is included in the following table:

	Year ended November 30,
	2002		2001		2000
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
State and local income taxes, net of federal income tax benefit	3.6		2.7		4.1
Tax settlements, including interest	(8.9	)	(7.2	)	—
Benefit of charitable gift	(1.4	)	—		—
Earnings of subsidiaries taxed at other than the U.S. statutory rate	1.5		0.4		0.7
Other, net	(1.5	)	0.7		0.3
Effective income tax rate	28.3	%	31.6	%	40.1	%

        The Company reduced its fiscal 2002 income tax expense by $.6 million for the tax benefit of a charitable gift of land to the County of Muskegon, Michigan and by $3.8 million due to the receipt of federal and state income tax settlements. The Company reduced its fiscal 2001 income tax expense by $13.5 million due to the receipt of state income tax settlements.

F-13

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows:

				As of November 30,
				2002			2001
				(Millions)
Deferred Tax Assets
Accrued estimated costs				$	60		$	80
Net operating loss and tax credit carry-forwards					30			18
Other postretirement and employee benefits					82			87
	Total deferred tax assets				172			185
Valuation allowance					(8	)		(5	)
	Deferred tax assets, net of valuation allowance				164			180
Deferred Tax Liabilities
Depreciation					23			32
Pensions					133			128
	Total deferred tax liabilities				156			160
		Total net deferred tax assets			8			20
		Less: current deferred tax assets/(liabilities)			(1	)		14
			Noncurrent deferred tax assets	$	9		$	6

        The Company has worldwide tax basis net operating loss carry-forwards totaling $214 million, the majority of which are related to state operations, which expire beginning in 2003. The remaining portion relates to foreign operations, most of which have indefinite carry-forward periods. The valuation allowance relates primarily to state net operating losses and increased by $3 million in fiscal 2002, $1.5 million in fiscal 2001 and $1.5 million in fiscal 2000. Included in the deferred tax assets is a foreign tax credit carry-forward of $3.2 million, which expires beginning in 2005. Pre-tax income of foreign subsidiaries was $27 million in fiscal 2002, $14 million in fiscal 2001 and $24 million in fiscal 2000. The Company does not provide deferred taxes on unremitted foreign earnings as it is the Company's intention to reinvest these earnings indefinitely, or to repatriate the earnings only when it is tax efficient to do so. Cumulative unremitted earnings of foreign subsidiaries were $65 million as of November 30, 2002. Cash paid during the fiscal year for income taxes was $14 million in 2002, $15 million in 2001 and $10 million in 2000.

F-14

4. Property, Plant and Equipment

		As of November 30,
		2002			2001
		(Millions)
Land		$	50		$	37
Buildings and improvements			299			277
Machinery and equipment			708			629
Construction-in-progress			23			26
			1,080			969
Less: accumulated depreciation			(599	)		(515	)
	Total property and equipment, net	$	481		$	454

        Depreciation expense for fiscal 2002, 2001 and 2000 was $56 million, $65 million and $46 million, respectively.

5. Other Current Liabilities

		As of November 30,
		2002		2001
		(Millions)
Accrued goods and services		$	95	$	132
Advanced payments on contracts			6		18
Accrued compensation and employee benefits			37		24
Other postretirement benefits			29		28
Other			33		18
	Total other current liabilities	$	200	$	220

F-15

6. Long-Term Debt and Credit Facility

		As of November 30,
		2002			2001
		(Millions)
Revolving credit facility, bearing interest at various rates (average rate of 4.4 percent as of November 30, 2002), expires December 2005		$	45		$	120
Term Loan A, bearing interest at various rates (4.6 percent as of November 30, 2002), payable in quarterly installments of approximately $5 million plus interest through December 2004 and then four quarterly installments of approximately $7 million plus interest through December 2005			71			88
Term Loan B, bearing interest at various rates (5.6 percent as of November 30, 2002), payable in quarterly installments of approximately $300,000 plus interest through December 2005 and then four quarterly installments of approximately $8 million plus interest through December 2005, final payment of approximately $79 million due in March 2007			115			—
Convertible subordinated notes, bearing interest at 5.75 percent per annum, interest payments due in April and October, maturing in April 2007			150			—
Other			6			6
	Total debt		387			214
Less: Amounts due within one year			(22	)		(17	)
	Long-term debt	$	365		$	197

        As of November 30, 2002, the Company's debt maturities are summarized as follows (in millions):

2003	$	22
2004		23
2005		28
2006		76
2007		238
Total	$	387

a.     Revolving Credit Facility and Term Loans

        In December 2000, the Company entered into a new five year $500 million Credit Facility (Credit Facility) to finance the acquisition of the Draftex business and to replace a former credit facility. The Credit Facility consisted of a $150 million revolving credit facility (Revolver); a $150 million Term Loan A expiring December 2005; and a $200 million Term Loan B expiring December 2006. In August 2001,

F-16

the Company executed an amendment to the Credit Facility which transferred $13 million of the Revolver and $52 million of Term Loan A to Term Loan B. The outstanding balance of Term Loan B on October 19, 2001 was $264 million and was repaid with proceeds from the sale of Aerojet's EIS business (see Note 7).

        On February 28, 2002, the Company amended its Credit Facility to provide an additional $25 million term loan (Term Loan C). The $25 million was repaid on April 5, 2002. The Company does not have the ability to re-borrow these funds.

        On October 2, 2002, the Company amended and restated its Credit Facility (Restated Credit Facility) to provide for a new Term Loan B in the amount of $115 million maturing in April 2007. Proceeds of the Term Loan B were used to finance the acquisition of General Dynamics Corporation's Ordnance and Tactical Systems Space Propulsion and Fire Suppression business (GDSS) discussed in Note 7 and to repay revolving loans outstanding under the Credit Facility. The maturity of Term Loan B may be extended to June 2009 upon repayment of the Convertible Subordinated Notes discussed below.

        As of November 30, 2002, the borrowing limit under the revolving credit facility (Revolver Commitment) was $137 million of which the Company had drawn-down $45 million, and had outstanding letters of credit of $22 million, primarily securing environmental and insurance obligations.

        The Company pays a commitment fee between 0.375 percent and 0.50 percent (based on the most recent leverage ratio) on the unused balance of the Revolver Commitment. Borrowings under the Restated Credit Facility bear interest at the borrower's option, at various rates of interest, based on adjusted base rate (prime lending rate or federal funds rate plus 0.50 percent) or Eurocurrency rate plus, in each case, an incremental margin. For the Revolver and Term Loan A borrowings the incremental margin is based on the most recent leverage ratio. For base rate loans the margin ranges between 0.75 percent and 2.0 percent, and for the Eurocurrency loans, the margin ranges between 1.75 percent and 3.00 percent. For Term Loan B borrowings the margins for base rate loans and Eurocurrency rate loans are 2.75 percent and 3.75 percent, respectively. Cash paid for interest was $15 million, $34 million and $17 million in fiscal 2002, 2001 and 2000, respectively.

        The Restated Credit Facility is secured by substantially all of the assets of the Company and contains certain restrictive covenants that require the Company to meet specific financial ratios. The Restated Credit Facility also restricts capital expenditures, the ability to incur additional debt, the disposition of assets including real estate, and prohibits certain other types of transactions. The Restated Credit Facility permits dividend payments as long as there is no event of default. The Restated Credit Facility's four financial covenants are: an interest coverage ratio, a leverage ratio, a fixed charge coverage ratio and a consolidated net worth test, all as defined in the Restated Credit Facility. As presented in the table below, the Company was in compliance with all financial ratios as of November 30, 2002:

	Actual ratio or amount
Interest coverage ratio, not less than: 4.00 to 1.00	6.33 to 1.00
Leverage ratio, not greater than: 3.50 to 1.00	2.80 to 1.00
Fixed charges coverage ratio, not less than: 1.05 to 1.00	1.31 to 1.00
Consolidated net worth, not less than $307 million:	$360 million

F-17

        On the last day of any fiscal quarter, minimum consolidated net worth is required to be equal to the sum of $300 million, plus an amount equal to 50 percent of the aggregate consolidated net income of the Company for all fiscal quarters ended on or after November 30, 2002.

        Based on current forecasted financial results, the Company expects to be in compliance with all of the above financial covenants for fiscal 2003, although no assurance can be given in this regard.

b.     Convertible Subordinated Notes

        In April 2002, the Company issued $150 million aggregate principal amount of 5.75 percent Convertible Subordinated Notes (Notes) due in 2007. The Notes are initially convertible into 54.29 shares of the Company's Common Stock per $1,000 principal amount of Notes, implying a conversion price of $18.42 per share, at any time until the close of business on the business day immediately preceding the maturity date unless previously redeemed or repurchased. Interest accrues on the Notes at a rate of 5.75 percent per annum payable each October 15 and April 15. The Notes are redeemable at the option of the holder upon a change of control and at the option of the Company if the closing price of the Company's Common Stock exceeds 125 percent of the conversion price then in effect for at least 20 trading days within a period of 30 consecutive trading days ending on the trading day before the day of the mailing of the optional redemption notice. The Notes are general unsecured obligations of the Company and rank junior in right of payment to all of the Company's other existing and future senior indebtedness, including all of its obligations under its Restated Credit Facility.

        Issuance of the Notes generated net proceeds of $144 million. The Company used $25 million of the net proceeds to repay in full Term Loan C and $119 million to repay debt outstanding under the Revolver.

c.     Shelf Registration

        On June 20, 2002, the Company filed a shelf registration statement with the SEC under which the Company may, on a delayed basis, issue up to an aggregate principal amount of $300 million of its debt securities, shares of common stock or preferred stock. Net proceeds, terms and pricing of offerings, if any, of securities issued under the shelf registration statement will be determined at the time of any such offering.

7. Acquisitions and Divestitures

        In October 2002, the Company's Aerospace and Defense segment completed the acquisition of the assets of GDSS at a purchase price of $93 million, including transaction costs. Consideration for the purchase was comprised of $90 million in cash, direct acquisition costs of $5 million, net of a purchase price adjustment due back to the Company in the amount of $2 million. The acquisition strengthened the Company's position in spacecraft propulsion and emerging Missile Defense applications, expanded the Company's role on the NASA Space Shuttle Program, and enables expansion into new growth areas such as electric propulsion. The results of operations for the two month period ended November 30, 2002 are included as part of the Company's Aerospace and Defense segment. The table presented

F-18

below summarizes GDSS's estimated fair value of assets acquired and liabilities assumed as of the acquisition date as follows:

		October 2, 2002 (Millions)
Current Assets		$	20
Noncurrent Assets			26
Intangible Assets subject to amortization(1)
	Backlog(2)		2
	Existing Technology(3)		11
In-Process Research and Development			6
Goodwill			42
	Total Assets Acquired		107
Current Liabilities			12
Noncurrent Liabilities			2
	Total Liabilities assumed		14
	Net Assets Acquired	$	93

(1)

18 year weighted average useful life.

(2)

Three year life on backlog.

(3)

20 year life on existing technology.

        During the two month period ended November 30, 2002, the Company recorded $0.2 million in amortization expense related to the acquired backlog and existing technology. The Company included the In-Process Research and Development write-off of $6 million in Unusual Items in its Consolidated Statements of Income. The Company has recorded the $42 million of goodwill in its Aerospace and Defense segment and expects $42 million of goodwill to be deductible for tax purposes.

        Aerojet finalized the sale of its EIS business to Northrop Corporation (Northrop) for $315 million in cash in October 2001, subject to certain working capital adjustments as defined in the purchase agreement. In April 2002, Aerojet reached an agreement with Northrop whereby the purchase price was reduced by $6 million. The gain on the transaction, before the purchase price adjustment, was $206 million. Both of these items were recorded as unusual charges to operations. The EIS business had sales of $398 million and operating profit of $30 million for the period December 1, 2000 through October 19, 2001. The results of operations for EIS are included in the Company's Aerospace and Defense segment for all periods presented in the Consolidated Statements of Income through the sale date.

        In December 2000, the Company acquired Draftex at an estimated purchase price of $215 million, including cash of $209 million and direct acquisition costs of $6 million, subject to certain purchase price adjustments provided for in the acquisition agreement. In February 2002, purchase price adjustments were finalized resulting in a $10 million reduction in the purchase price. Draftex is

F-19

included as part of the Company's GDX Automotive segment. As part of the transaction, 11 manufacturing plants in Spain, France, Germany, Czech Republic, China, and the U.S. were acquired. The acquisition was accounted for under the purchase method of accounting. The allocation of purchase price includes a reserve for certain anticipated exit costs, including involuntary employee terminations and associated benefits and facility closure costs of $17 million (see Note 13).

        In June 2000, the Company sold a 20 percent equity interest in AFC to NextPharma for $25 million in cash and exchanged an additional 20 percent equity interest in AFC for an approximate 35 percent equity interest in NextPharma's parent company. As part of the agreement, GenCorp continued to manage, operate, and consolidate AFC as the majority owner. In connection with the transaction, the Company recorded a gain on the sale of the minority interest of $5 million. In addition, the Company initially recorded a minority interest of $26 million, included in other long-term liabilities, and an investment in NextPharma's parent company of $6 million. In December 2001, the Company reacquired the minority interest from NextPharma for $13 million. In addition, certain agreements between the two companies were terminated. The acquisition agreement also contains a provision for a contingent payment of up to $12 million in the event of a disposition of AFC by GenCorp on or before November 30, 2003, depending on the sale price.

8. Employee Pension and Benefit Plans

a.     Defined Benefit and Other Postretirement Benefit Plans

        The Company has a number of defined benefit pension plans that cover substantially all salaried and hourly employees. Normal retirement age is 65, but certain plan provisions allow for earlier retirement. The Company's funding policy is consistent with the funding requirements of federal law. The pension plans provide for pension benefits, the amounts of which are calculated under formulas principally based on average earnings and length of service for salaried employees and under negotiated non-wage based formulas for hourly employees. Substantially all of the pension plans' assets are invested in short-term investments, listed stocks and bonds.

        In addition to providing pension benefits, the Company currently provides certain healthcare and life insurance benefits to most retired employees in North America with varied coverage by employee groups. The health care plans generally provide for cost sharing in the form of retiree contributions, deductibles and coinsurance between the Company and its retirees. Retirees in certain other countries are provided similar benefits by plans sponsored by their governments. These postretirement benefits are unfunded. The costs of postretirement benefits are accrued based on the date the employees become eligible for the benefits.

        The Company implemented a restructuring of its corporate headquarters in late 2001, offering an early retirement program to eligible employees. The program resulted in a $10 million charge to expense.

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        The status of the Company's defined benefit pension plan and other postretirement benefit plans is as follows:

			Defined Benefit Pension Plans						Other Postretirement Benefits
			Year Ended November 30,
			2002			2001			2002			2001
			(Millions)
Fair value of plan assets at beginning of year			$	1,862		$	2,358		$	—		$	—
	Actual return on plan assets			(98	)		(164	)		—			—
	Effect of EIS sale(1)			(1	)		(175	)		—			—
	Employer contributions			(13	)		(15	)		29			29
	Benefits paid			(134	)		(142	)		(29	)		(29	)
		Fair Value of Plan Assets at End of Year	$	1,616		$	1,862		$	—		$	—
Benefit obligation at beginning of year			$	1,619		$	1,830		$	207		$	224
	Service cost			12			15			1			1
	Interest cost			118			136			14			15
	Amendments			1			3			—			—
	Settlement(1)			—			(128	)		—			—
	Curtailment(2)			—			(10	)		—			(14	)
	Corporate restructure—special termination benefits			—			10			—			2
	Actuarial (gain) loss			(67	)		(95	)		3			8
	Benefits paid			(134	)		(142	)		(29	)		(29	)
		Benefit Obligation at End of Year(3)	$	1,549		$	1,619		$	196		$	207
Funded status of the plans			$	67		$	243		$	(196	)	$	(207	)
	Unrecognized actuarial (gain)/loss			257			52			—			(3	)
	Unrecognized prior service cost			14			15			(16	)		(21	)
	Unrecognized transition amount			(3	)		(6	)		—			—
	Minimum funding liability			(4	)		(2	)		—			—
	Transfer of assets from pension to health care plan			—			(19	)		—			—
	Employer contributions/benefit payments August 31 through November 30			2			—			7			9
		Net Asset (Liability) Recognized in the Company's Consolidated Balance Sheets(4)	$	333		$	283		$	(205	)	$	(222	)

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        Components of the amounts recognized in the Company's Consolidated Balance Sheets:

	Defined Benefit Pension Plans						Other Postretirement Benefits
	As of November 30,
	2002			2001			2002			2001
	(Millions)
Prepaid benefit cost	$	337		$	287		$	—		$	—
Other current liabilities		—			—			(29	)		(28	)
Long-term liabilities		(4	)		(4	)		(176	)		(194	)
Intangible assets		—			—			—			—
Other shareholders' equity		4			2			—			—
Minimum funding liability		(4	)		(2	)		—			—
Net Asset (Liability) Recognized in the Consolidated Balance Sheets(4)	$	333		$	283		$	(205	)	$	(222	)

(1)

As discussed in Note 7, the Company sold its EIS business in fiscal 2001.

(2)

Relating to certain restructuring activities undertaken by GDX Automotive, as discussed in Note 12.

(3)

Pension amounts $19 million in 2002 and 2001 for unfunded plans.

(4)

Pension amounts included $20 million in 2002 and $19 million in 2001 for unfunded plans.

        The following table presents the weighted average assumptions used to determine the actuarial present value of pension benefits and other postretirement benefits:

	Defined Benefit Pension Plans				Other Postretirement Benefits
	2002		2001		2002		2001
Discount rate	7.25	%	7.25	%	7.00	%	7.25	%
Expected return on plan assets	8.75	%	8.75	%	*		*
Rate of compensation increase	4.50	%	4.50	%	*		*
Initial trend rate for health care costs(1)	*		*		12.00	%	12.00	%
Ultimate trend rate for health care costs	*		*		6.00	%	6.00	%

*

Not applicable.

(1)

The initial trend rate for health care costs declines by one percentage point per year, to six percent for years after the year 2007.

        A one percentage point increase in the assumed trend rate for health care costs would have increased the accumulated benefit obligation by $3 million as of November 30, 2002. A one percentage point increase in the assumed trend rate for health care costs would not have significantly increased the cost of fiscal 2002 postretirement health care benefits.

F-22

        Total periodic cost for pension benefits and other postretirement benefits:

	Defined Benefit Pension Plans									Other Postretirement Benefits
	Year ended November 30,
	2002			2001			2000			2002			2001			2000
	(Millions)
Service cost for benefits earned during the year	$	12		$	15		$	16		$	1		$	1		$	1
Interest cost on benefit obligation		118			136			132			14			15			16
Assumed return on plan assets(1)		(162	)		(188	)		(180	)		—			—			—
Amortization of unrecognized amounts		(13	)		(41	)		(31	)		(5	)		(9	)		(7	)
Special events(2)		—			62			2			—			2			—
Curtailment effects		—			(5	)		—			—			(23	)		—
Net periodic benefit (income) cost	$	(45	)	$	(21	)	$	(61	)	$	10		$	(14	)	$	10

(1)

Actual returns on plan assets were a loss of $98 million in fiscal 2002, a loss of $164 million in fiscal 2001 and a gain of $266 million in fiscal 2000.

(2)

Includes special termination benefits totaling $10 million in fiscal 2001 related to the corporate headquarters restructuring program discussed above.

        Effective December 1, 1999, the Company changed its methods for determining the market-related value of plan assets used in determining the expected return-on-assets component of annual net pension costs and the amortization of gains and losses for both pension and postretirement benefit costs. Under the previous accounting method, the market-related value of assets was determined by smoothing assets over a five-year period. The new method shortens the smoothing period for determining the market-related value of plan assets from a five-year period to a three-year period. The changes result in a calculated market-related value of plan assets that is closer to current value, while still mitigating the effects of short-term market fluctuation. The new method also reduces the substantial accumulation of unrecognized gains and losses created under the previous method due to the disparity between fair value and market-related value of plan assets. Under the previous accounting method all gains and losses were subject to a ten percent corridor and amortized over the expected working lifetime of active employees (approximately 11 years). The new method eliminates the ten percent corridor and reduces the amortization period to five years which could result in greater volatility in annual net pension costs.

        The cumulative effect of the accounting change described above related to periods prior to fiscal 2000 of $123 million ($74 million after-tax, or $1.76 per share for both basic and diluted EPS) is a one-time, non-cash credit to fiscal 2000 earnings. This accounting change also resulted in a reduction in benefit costs for the year ended November 30, 2000 that increased income allocable to continuing business segments by $30 million and pre-tax income from continuing operations by $37 million ($22 million after-tax, or $0.52 per share for both basic and diluted EPS).

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b.     Defined Contribution Pension Plans

        The Company also sponsors a number of defined contribution pension plans. Participation in these plans is available to substantially all salaried employees and to certain groups of hourly employees. Company contributions to these plans generally are based on a percentage of employee contributions. The cost of these plans was $7 million in fiscal 2002 and $9 million in fiscal 2001 and 2000. The Company's contribution to the salaried plan is invested entirely in the GenCorp Stock Fund, and may be funded with cash or shares of GenCorp common stock.

c.     Postemployment Benefits

        The Company provides certain postemployment benefits to its employees. Such benefits include disability-related and workers' compensation benefits and severance payments for certain employees. The Company accrues for the cost of such benefit expenses once an appropriate triggering event has occurred.

9. Commitments and Contingencies

a.     Lease Commitments

        The Company and its subsidiaries lease certain facilities, machinery and equipment and office buildings under long-term, non-cancelable operating leases. The leases generally provide for renewal options ranging from five to fifteen years and require the Company to pay for utilities, insurance, taxes and maintenance. Rent expense was $10 million in fiscal 2002, $8 million in fiscal 2001 and $6 million in fiscal 2000. The Company also leases certain surplus facilities to third parties. The Company recorded lease sales of $6 million in fiscal 2002 and 2001 related to these arrangements. The future minimum rental commitments under all non-cancelable operating leases and lease revenue in effect as of November 30, 2002 were as follows:

	Future Minimum Rental Commitments		Lease Revenue
	(Millions)
2003	$	7	$	5
2004		6		3
2005		5		3
2006		5		3
2007		5		3
Thereafter		30		—
	$	58	$	17

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b.     Legal proceedings

        From time to time, GenCorp and its affiliated companies are subject to legal proceedings, including litigation in federal and state courts, which arise out of, and are incidental to the ordinary course of business. The Company is also subject to governmental investigations by state and federal agencies. While the Company cannot predict the outcome of such proceedings with any degree of certainty, the potential liabilities that may result could have a material adverse effect on its financial position or the results of operations.

Groundwater Cases

        Along with other industrial Potentially Responsible Parties (PRPs) and area water purveyors, Aerojet was sued in 17 cases by approximately 1,500 private plaintiffs residing in the vicinity of the defendants' manufacturing facilities in Sacramento, California, and the Company's former facility in Azusa, California. The Azusa cases have been coordinated for trial in Los Angeles, California. The Sacramento cases have been stayed through March 2003. The individual plaintiffs generally seek damages for illness, death, and economic injury allegedly caused by their ingestion of groundwater contaminated or served by defendants, without specifying actual damages. Aerojet and other industrial defendants involved in the litigation are the subject of certain investigations under The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and the Resource Conservation and Recovery Act (RCRA), as described in Note 9(c).

        The Azusa cases and the Sacramento cases are listed in the table of groundwater and air pollution toxic tort legal proceedings in Part I, Item 3. The Azusa cases are proceeding under two master complaints and pretrial discovery is in process. Because water purveyors cannot be held liable if the water consumed met state and federal quality standards, the Company currently expects the trial court in Los Angeles will hold an evidentiary hearing to determine whether the PUC regulated water entity defendants served water in violation of state or federal drinking water standards. The Sacramento cases are stayed at least until March 2003. Aerojet has notified its insurers, retained outside counsel and intends to conduct a vigorous defense against all claims.

McDonnell Douglas Environmental Remediation Cost Recovery Dispute

        As described in greater detail under Note 9(c), "Environmental Matters," McDonnell Douglas Corporation (MDC), an operating unit of The Boeing Corporation, and Aerojet are engaged in a dispute in federal court regarding the costs associated with the environmental contamination of the Inactive Rancho Cordova Test Site (IRCTS). IRCTS was transferred by Aerojet to MDC and subsequently reacquired by Aerojet in 1984. The dispute involves the appropriate shares of responsibility for environmental contamination of IRCTS by MDC and Aerojet. The initial federal lawsuit was settled under a 1999 Settlement Agreement, in which Aerojet agreed to participate in the interim funding of certain remediation efforts at IRCTS subject to final allocation.

        In December of 2001, MDC filed a second lawsuit in Federal court alleging that Aerojet's interpretation of a subsequent cost sharing agreement between the parties was incorrect and constituted a breach of the 1999 Settlement Agreement. MDC sought to have Aerojet bear a fifty percent interim share (rather than the ten percent interim share accepted by Aerojet) of the costs of investigating and remediating offsite perchlorate groundwater contamination near Mather Field, allegedly associated with activities on IRCTS.

F-25

        During November 2002, Aerojet and MDC entered into discussions to settle the second lawsuit by renegotiating the temporary allocation of certain costs associated with the environmental contamination at IRCTS. As a consequence of those discussions, Aerojet and MDC have reached an agreement, in principle, that MDC will be responsible for 70 percent and Aerojet will be responsible for 30 percent of the disputed costs associated with environmental contamination at IRCTS. While the parties have reached an agreement in principle, a formal and complete agreement has not yet been completed and therefore has not yet been entered into by MDC and Aerojet.

Air Pollution Toxic Tort Cases

        Aerojet and several other defendants have been sued by private homeowners residing in the vicinity of Chino and Chino Hills, California. The cases have been consolidated and are pending in the U.S. District Court for the Central District of California—Baier, et al. v. Aerojet-General Corporation, et al., Case No. EDCV 00 618VAP (RNBx) CA; Kerr, et al. v. Aerojet-General Corporation, Case No. EDCV 01-19VAP (SGLx), and Taylor, et al., v. Aerojet-General Corporation, et al., Case No. EDCV 01-106 VAP (RNBx). Plaintiffs generally allege that defendants released hazardous chemicals into the air at their manufacturing facilities, which allegedly caused illness, death, and economic injury. Discovery is proceeding in the cases. Aerojet has notified its insurers and is vigorously defending the actions.

Water Entity Cases

        In October 1999, Aerojet was sued by American States Water Company, a local water purveyor, and certain of its affiliates seeking damages, including unspecified past costs and replacement water for contaminated drinking water wells near Aerojet's Sacramento, California, manufacturing facility. The plaintiffs also sued the State of California for inverse condemnation. While both cases were consolidated in 2001, American States Water Company and the State of California recently entered into a settlement agreement to resolve the dispute. A hearing to determine whether the settlement should be approved by the court is scheduled for March 2003. Discovery has been ongoing and trial is currently scheduled to commence in August of 2003.

        Separately, between April 2000 and October 2001, six local water agencies and water purveyors sued Aerojet and other named defendants to recover damages relating to alleged contamination of drinking water wells in the Baldwin Park Operable Unit (BPOU) of the San Gabriel Basin Superfund site (BPOU drinking water well lawsuits). The plaintiffs included the San Gabriel Basin Water Quality Authority, the Upper San Gabriel Valley Municipal Water District, the Valley County Water District (Valley), the California Domestic Water Co. and San Gabriel Valley Water Company who were seeking, among other things, funding for a water treatment plant at the La Puente Valley County Water District (La Puente) well field. In January 2001, Aerojet and certain other cooperating potentially responsible parties (PRPs) reimbursed these plaintiffs and one other funding agency $4 million for the cost of the treatment plant. Since that time, Aerojet and the cooperating PRPs have continued to pay all operating and related costs for treatment at the La Puente site. The plaintiffs also sued to recover past costs in placing treatment facilities at the Big Dalton well site in the San Gabriel Basin. Plaintiffs claimed that Aerojet was responsible for contamination of their drinking water wells. While Aerojet was served in the case filed by Valley, the case has been inactive. The primary claim in these cases is for the recovery of past and future CERCLA response costs for treatment plants at plaintiffs' well sites.

F-26

        All of the BPOU drinking water well lawsuits were settled and dismissed by the plaintiffs without prejudice on or about September 16, 2002 in accordance with a settlement described as the Project Agreement and more fully described under San Gabriel Valley Basin, California. The settlement of plaintiffs' claims was approved by the United States Environmental Protection Agency (EPA). The settlement agreement requires the cooperating PRPs to fund the construction, maintenance and operation of certain water treatment facilities and to reimburse certain costs of the various water purveyors. As a consequence, all the past cost claims in those actions are settled and released. While plaintiffs' claims against Aerojet have been dismissed, Aerojet has filed third party claims against certain of the PRPs that remain before the court.

        Aerojet, along with approximately 60 other individual and corporate defendants, was recently served with four civil suits filed in the U.S. District Court for the Central District of California that seek recovery of costs allegedly incurred in response to the contamination present at the South El Monte Operable Unit (SEMOU) of the San Gabriel Valley Superfund site. The cases are denominated as follows: The City of Monterey Park v. Aerojet-General Corporation, et al., (CV-02-5909 ABC (RCx)); San Gabriel Basin Water Quality Authority v. Aerojet-General Corporation, et al.,(CV-02-4565 ABC (RCx)); San Gabriel Valley Water Company v. Aerojet-General Corporation, et al., (CV-02-6346 ABC (RCx)) and Southern California Water Company v. Aerojet-General Corporation, et al., (CV-02-6340 ABC (RCx)). The cases have been coordinated for ease of administration by the court. The court directed all defendants to file their responsive pleadings by February 10, 2003 pending discussions of a framework for a possible settlement.

        These claims are based upon allegations of discharges from a former site in the El Monte area, as more fully discussed under San Gabriel Valley Basin, California, South El Monte Operable Unit. Aerojet has notified its insurers and is defending the actions as its investigations do not identify a credible connection between the contaminants identified by the water entities in the SEMOU and those detected at Aerojet's former facility located in El Monte, California, near the SEMOU (East Flair Drive site).

Vinyl Chloride Toxic Tort Cases

        Between the early 1950's and 1985, GenCorp produced polyvinyl chloride (PVC) resin at its former Ashtabula, Ohio facility. PVC is the most common form of plastic currently on the market. A building block compound of PVC is vinyl chloride (VC), now listed as a known carcinogen by several governmental agencies. OSHA has strictly regulated workplace exposure to VC since 1974.

        Since 1996, GenCorp has been named in 23 toxic tort cases involving alleged exposure to VC. Thirteen of these cases were filed during 2002. With the exception of one case brought by the family of a former Ashtabula employee, GenCorp is alleged to be a "supplier/manufacturer" of PVC and/or a civil co-conspirator with other VC and PVC manufacturers. Plaintiffs allege that GenCorp suppressed information about the carcinogenic risk of VC to industry workers, and placed VC or PVC into commerce without sufficient warnings. Of these 23 cases, ten have been settled or dismissed on terms favorable to the Company, including the case where GenCorp was the employer. During 2002, one case was dismissed because Plaintiff could not establish any evidence of VC exposure.

        Of the remaining thirteen pending cases, there are four cases which allege VC exposure through various aerosol consumer products. In these cases, VC is alleged to have been used as an aerosol propellant during the 1960's, and the suits name numerous consumer product manufacturers, in

F-27

addition to more than 30 chemical manufacturers. GenCorp used VC internally, but never supplied VC for aerosol or any other use. The other nine cases involve employees at VC or PVC facilities which had no connection to GenCorp. The complaints assert GenCorp's involvement in the alleged conspiracy in these cases stems from GenCorp's membership in trade associations. GenCorp is vigorously defending against all claims in these cases.

Asbestos Litigation

        Over the years, both GenCorp and Aerojet have from time to time been named as defendants in lawsuits alleging personal injury or death due to exposure to asbestos in building materials or in manufacturing operations. The lawsuits have been filed throughout the country, with the majority filed in Northern California. Since 1998, more than 50 of these asbestos lawsuits have been resolved, with the majority being dismissed and a substantial minority being settled for less than $30 thousand each. Approximately 30 asbestos cases are currently pending.

        In November 2002, a jury verdict against Aerojet in the amount of approximately $5 million in the Circuit Court of the City of St. Louis, Missouri, led to a judgment of approximately $2 million after setoff. The case is Goede et al. v. Chestertun Inc., Case No. 012-9428, Circuit Court, City of St. Louis, MO. The $3 million setoff was based on plaintiffs' settlements with other defendants. Aerojet and the plaintiffs recently filed post-trial motions. Plaintiffs are seeking a new trial to recover punitive damages; and Aerojet is seeking a new trial because the Company was not allowed to introduce all its evidence from certain witnesses against plaintiffs' claims. The trial court has set a hearing on pending motions on February 23, 2003. If the Company's motion for a new trial is not granted, an appeal will be filed to vacate the judgement.

Paper, Allied Industrial v. TNS, Inc. (formerly TNS, Inc. v. NLRB et al.)

        TNS, Inc., a wholly-owned subsidiary of Aerojet, is now known as Aerojet Ordnance Tennessee, Inc. (AOT). AOT has long manufactured armor piercing projectiles and ordnance from depleted uranium (DU) under contracts with the U.S. Department of Defense. Through an appeal to the Sixth Circuit Court of Appeals, the Company recently obtained judicial relief from a 1999 National Labor Relations Board (NLRB) ruling that AOT had violated federal labor laws and engaged in unfair practices when it failed to reinstate striking workers in 1981. Under the NLRB's ruling, striking workers were to have received reinstatement, back pay with interest and attorneys fees.

        On July 10, 2002, the Sixth Circuit Court of Appeals entered judgement in favor of the Company and reversed the ruling of the NLRB, holding that the NLRB had erred in concluding that AOT engaged in unfair labor practices when it did not rehire striking workers. The appeals court held that the record in the litigation did not fully resolve the factual issue as to whether "abnormally dangerous" conditions in the plant precipitated the strike, but at the same time, the appeals court held that NLRB's delay in rendering its final decision more than 20 years later was "inexcusable" and no further proceedings were warranted. A petition for certiorari was filed with the United States Supreme Court, asking the Supreme Court to grant an appeal of the Sixth Circuit judgment.

        On January 13, 2002, the Supreme Court denied that petition and, as a matter of law, left the Sixth Circuit judgment in favor of the Company as the final judgment in the case.

F-28

Wotus, et al. v. GenCorp Inc. and OMNOVA Solutions Inc.

        In October 2000, a group of hourly retirees filed a class action lawsuit disputing retiree medical benefits and naming GenCorp and OMNOVA Solutions Inc. (OMNOVA) as defendants, Wotus, et al. v. GenCorp Inc., et al., U.S.D.C., N.D. OH (Cleveland, OH), Case No. 5:00-CV-2604. The retirees sought rescission of the then current Hourly Retiree Medical Plan established in spring 1994, and reinstatement of the prior plan terms. The crux of the dispute relates to union and GenCorp negotiated modifications in retiree benefits that, in exchange for other consideration, now require retirees to make benefit contributions as a result of caps on Company paid retiree medical cost implemented in fall 1993. A retiree's failure to pay contributions results in a termination of benefits.

        The class representatives consist of three hourly retirees from the Jeannette, Pennsylvania facility of OMNOVA, the company spun-off from GenCorp on October 1, 1999, and one hourly retiree from GenCorp's former Akron tire plant. The putative class encompasses all eligible hourly retirees formerly represented by the unions URW or USWA. The unions, however, are not party to the suit and have agreed not to support such litigation pursuant to an agreement negotiated with GenCorp. GenCorp prevailed in a similar class action filed in 1995, arising at its Wabash, Indiana location. Divine, et al. v. GenCorp Inc., U.S.D.C., N.D. IN (South Bend, IN), Case No. 96-CV-0394-AS.

        Plaintiff retirees and the Company defendants filed cross-motions for summary judgment which were denied on December 20, 2002. The court ordered the parties to submit case management plans and suggested that proceedings be stayed for six months. Negotiations regarding the possible stay are proceeding.

        GenCorp has given notice to its insurance carriers and intends to vigorously defend against the retirees' claims. OMNOVA has requested indemnification from GenCorp should Plaintiffs prevail in this matter. GenCorp has denied this request, and OMNOVA's claim will likely be decided through binding arbitration pursuant to agreements entered into during the GenCorp-OMNOVA spin-off in 1999.

Olin Corporation v. GenCorp Inc.

        In August 1991, Olin Corporation (Olin) advised GenCorp that under a 1962 manufacturing agreement with Olin (1962 Agreement), it believed GenCorp to be jointly and severally liable for certain Superfund remediation costs, estimated by Olin to be $70 million. The costs are associated with a former Olin manufacturing facility and its waste disposal sites in Ashtabula County, Ohio. In 1993, GenCorp sought a declaratory judgment in federal court (Ohio Court) that the Company is not responsible for such environmental remediation costs. Olin counterclaimed seeking a judgment that GenCorp is jointly and severally liable for a share of remediation costs. GenCorp has argued and asserted as a defense to Olin's counterclaim that under the terms of the 1962 Agreement Olin had a contractual obligation to insure against environmental and other risks and that its failure to protect such insurance payments under these policies precluded Olin from recovery against GenCorp for these remediation costs. Further, GenCorp argued that any failure on Olin's part to comply with the terms of such insurance policies would result in GenCorp being entitled to breach of contract remedies resulting in a reduction in any CERCLA liability amounts determined to be owed to Olin that would have otherwise been recovered from Olin's insurance carriers (Reduction Claims).

F-29

        In 1999, the Ohio Court rendered an interim decision on CERCLA liability. The Court found GenCorp 30 percent liable and Olin 70 percent liable for remediation costs at "Big D Campground" landfill (Big D site). The Ohio Court also found GenCorp 40 percent liable and Olin 60 percent liable for remediation costs,including costs for off-site disposal (other than Big D) and costs attributable to contamination at the Olin TDI facility, a plant built and operated by Olin on GenCorp property near the Big D site. On May 9, 2002, the Ohio Court issued a memorandum opinion stating that it intended to enter a judgment in Olin's favor in the amount of approximately $19 million, plus prejudgment interest against GenCorp, for CERCLA contribution liability. In that same opinion, the Ohio Court deferred concluding whether and to what extent GenCorp would be entitled to receive a credit against its CERCLA contribution liability based on the Company's Reduction Claims against Olin, pending the outcome of Olin's litigation against its insurance carriers for coverage under Olin's insurance policies.

        The Company will appeal its CERCLA contribution liability. The Company believes that it is not directly or indirectly liable as an arranger for Olin's waste disposal at the Big D site and that it did not either actively control Olin's waste disposal choices or operate the plant on a day-to-day basis. Outside counsel have advised the Company that many aspects of the Company's appeal of its CERCLA liability have considerable merit. Management believes it will prevail on appeal, should such appeal actually be necessary.

        Irrespective of the outcome of an appeal, the Company believes it has contractual protection against Olin's claims by virtue of Olin's obligations to procure and protect insurance. The Court had previously resolved that pursuant to the terms of the 1962 Agreement, it was Olin's contractual obligation to obtain insurance coverage, and the evidence adduced during the litigation showed that Olin had in place insurance coverage during the period in question in the amount of $40 million to $50 million.

        On September 5, 2002, Olin advised the Court and GenCorp that on August 27, 2002, the U.S. District Court for the Southern District of New York (NY Court) had ruled Olin failed to protect its right to payments under its insurance policies for the Big D site. The NY Court based its ruling on the fact that Olin had failed to timely notify its insurance carriers of its claims. Olin also informed the Ohio Court it would appeal the NY Court decision and pressed the Ohio Court to enter judgment.

        If the NY Court decision is affirmed on Olin's appeal, the Ohio Court could rule in GenCorp v. Olin in one of two ways: (a) it could find that Olin's late notice constituted a breach of its obligation under the 1962 Agreement to protect the insurance; or (b) it could conclude that Olin's conduct does not fully reduce GenCorp's liability. If the Ohio Court rules that Olin's late notice is a breach of the 1962 Agreement, the question will become determination of the damages suffered by GenCorp as a result of the breach. GenCorp has argued that the proper measure of damages is the coverage limits of the policies that Olin forfeited—an amount in this case that is more than sufficient to cover GenCorp's entire liability.

        On September 13, 2002, GenCorp filed a motion asking the Ohio Court to reconsider its decision to enter judgment for Olin, or in the alternative, to consider GenCorp's Reduction Claims that could result in a ruling in favor of GenCorp. The parties exchanged briefs on these issues.

        The Ohio Court issued a memorandum opinion and judgment order on November 21, 2002 entering "final" judgment in favor of Olin in the amount of approximately $19 million plus prejudgment interest in the amount of approximately $10 million. However, the Ohio Court did not

F-30

decide GenCorp's Reduction Claims against Olin, but did state that two matters related to the Company's Reduction Claims were "pivotal" to the ultimate determination of this case: (i) whether there was an insurable event upon which Olin could recover had Olin complied with the applicable contract provisions and (ii) whether GenCorp is entitled to receive a credit based on Olin's failure to provide timely notice that foreclosed insurance recovery. The Ohio Court further determined that GenCorp's Reduction Claims "are held in abeyance pending the resolution of [Olin's] appeal in the New York insurance litigation." Management has been advised by outside counsel that GenCorp's recovery on its Reduction Claims could range from a nominal amount to an amount sufficient to reduce the judgment against GenCorp in its entirety.

        Outside counsel to the Company have also advised that because the Ohio Court's opinion and judgment is based on the 1962 Agreement and because the Ohio Court failed to resolve GenCorp's Reduction Claims against Olin, it is likely that the decision and order issued by the Ohio Court on November 21, 2002 will not be considered a final judgment. Consequently, and in reliance upon its outside counsel, the Company believes that it is not likely that a final judgment giving rise to liability has actually occurred. The Company has filed its notice of appeal, in any event, to preserve its appellate rights. Given Olin's contractual obligation to have obtained and complied with the terms of its insurance policies and the NY Court's finding that Olin failed to give proper notice of a claim under these insurance policies, neither management nor outside counsel can at this time estimate the possible amount of liability arising from this case, if any.

        In addition to several procedural motions pending before the Ohio Court since early December 2002, GenCorp asked the Ohio Court to waive the standard bond requirement and stay any attempt to execute on the Ohio Court's judgment pending appeal. Olin opposed the stay, but stated it would not oppose a stay if GenCorp posted the normal supersedeas bond. On January 22, 2003, the court denied all pending motions and issued a Judgment Order stating the case was "terminated" on the Ohio Court's docket. However, in its Memorandum Opinion and Order of the same date, the Ohio Court stated "[w]hether there was an insurable event upon which Olin would have been entitled to recovery had it provided its insurers with timely notice... and... whether GenCorp is entitled to credit based upon Olin's omission which foreclosed insurance recover for Big D, remain unresolved."

        Pursuant to a December 10, 2002 stipulation between the parties. Olin will not and cannot execute on the judgment until fifteen business days after the Ohio Court issues a ruling on Olin's December 5, 2002 motion to correct the November 21, 2002 order. (Olin's motion addressed a mathematical error that will increase slightly the interest owed to Olin.) Based on the stipulation and the Ohio Court's January 22, 2003, ruling on Olin's motion, Olin cannot execute on the judgment before February 13, 2003.

        GenCorp filed its notice of Appeal on December 20, 2003. In light of the Ohio Court's January 22, 2003 judgment and the accompanying opinion, on January 27, 2003, GenCorp filed a motion to dismiss its appeal on the grounds that the November 21, 2002 and January 22, 2003 orders and judgments are not final. The Company seeks an appellate ruling that in effect directs the Ohio Court to address GenCorp's Reduction Claims before entering any final judgment. In addition, GenCorp has motions pending which ask: (i) the appellate court to stay execution without bond pending action on GenCorp's appeal; and (ii) the Ohio Court to accept a letter of credit in lieu of bond should a bond be required. Olin opposes the former and is expected to oppose the latter. If successful, the Company believes it will not be obligated to make any significant payments to Olin because of GenCorp's Reduction

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Claims. Until the Court of Appeals addresses whether the judgment is final, it is impossible to determine the amount GenCorp is obligated to pay Olin. If the Court of Appeals determines that the judgment is final and properly certified for appeal, then the Company must address its liability and either pay the amount of the liability or post a supersedeas bond or other security in order to pursue its appeals.

        In summary, while the Ohio Court has found the Company liable to Olin for a CERCLA contribution payment, the Company has concluded it is not currently appropriate to accrue any additional amount related to that finding because: (a) the Company previously accrued the entire amount of its estimated potential liability for contamination at the Olin TDI facility and related offsite contamination, except for disposal at the Big D site; (b) the Company believes it will prevail on appeal on the basis that it is not derivatively or directly liable as an arranger for disposal at the Big D site, both as a matter of fact and as supported by other case law; (c) irrespective of whether, upon exhausting all avenues of appeal, there is a finding of CERCLA liability, the Company believes that: (i) if Olin prevails in its appeal of the NY Court ruling, the Company will make no payment to Olin; or (ii) if Olin fails in its appeal, that Olin's breach of its contractual obligations to provide insurance will result in a reduction in or elimination of some or all of such liability; and, (d) at this point in time, it is uncertain whether the judgment rendered by the Ohio Court is indeed a final judgment, and for all these reasons, the possible amount of additional liability arising from this case, if any, cannot be established at this time.

Other Legal Matters

        The Company and its affiliated companies are subject to other legal actions, governmental investigations, and proceedings relating to a wide range of matters in addition to those discussed above. In the opinion of the Company, after reviewing the information which is currently available with respect to such matters and consulting with the Company's counsel, any liability which may ultimately be incurred with respect to these other matters is not expected to materially affect the consolidated financial condition of the Company. The effect of resolution of these matters on results of operations cannot be predicted because any such effect depends on both future results of operations and the amount and timing of the resolution of such matters.

c.     Environmental Matters

Sacramento, California

        In 1989, a federal district court in California approved a Partial Consent Decree (Decree) requiring Aerojet to conduct a Remedial Investigation/Feasibility Study (RI/FS) of Aerojet's Sacramento, California site. The Decree required Aerojet to prepare a RI/FS report on specific environmental conditions present at the site and alternatives available to remediate such conditions. Aerojet also is required to pay for certain governmental oversight costs associated with Decree compliance. Beginning in the mid 1990s, the State of California expanded its surveillance of perchlorate and nitrosodimethylamine (NDMA). Under the RI/FS, traces of these chemicals were detected using new testing protocols in public water supply wells near Aerojet's Sacramento site.

        Aerojet has substantially completed its efforts under the Decree to determine the nature and extent of contamination at the facility. Aerojet has preliminarily identified the technologies that will likely be used to remediate the site and has estimated costs using generic remedial costs from

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Superfund remediation databases. Aerojet will continue to conduct feasibility studies to refine technical approaches and costs to remediate the site. The remediation costs are principally for design, construction, enhancement and operation of groundwater and soil treatment facilities, ongoing project management and regulatory oversight, and are expected to be incurred over a period of approximately 15 years. Aerojet is also addressing groundwater contamination both on and off its facilities through the development of operable unit feasibility studies. On August 19, 2002, the U.S. Environmental Protection Agency (EPA) issued an administrative order requiring Aerojet to implement the EPA approved remedial action for the Western Groundwater Operable Unit. A nearly identical order was issued by the California Regional Water Quality Control Board, Central Valley (Central Valley RWQCB). A discussion of Aerojet's efforts to estimate these costs is contained under the heading "Environmental Reserves and Estimated Recoveries."

        On April 15, 2002, the United States District Court approved and entered a Stipulation and Order Modifying the Partial Consent Decree (Stipulation and Order). Among other things, the Stipulation and Order removed approximately 2,600 acres of Aerojet's property from the requirements of the Decree and from the Superfund site designation, enabling the Company to put the 2,600 acres to more productive use. The stipulated order also requires GenCorp to provide a $75 million guarantee to assure that remediation activities at the Sacramento site are fully funded; requires Aerojet to provide a short-term and long-term plan to replace lost water supplies; and divides the Superfund site into "Operable Units" to allow Aerojet and the regulatory agencies to more efficiently address and restore priority areas.

        Aerojet leased a portion of its Sacramento facility to Douglas Aircraft for rocket assembly and testing from 1957 to 1961 and sold approximately 3,800 acres, including the formerly leased portion, to Douglas Aircraft in 1961. Aerojet reacquired the property (known as the "IRCTS") from the McDonnell Douglas Corporation (MDC), the successor to Douglas Aircraft and now an operating unit of the Boeing Corporation, in 1984. Both MDC and Aerojet were ordered to investigate and remediate environmental contamination by certain orders issued in 1991 and 1994 by the California Department of Toxic Substance Control (DTSC) and a similar 1997 order of the Central Valley RWQCB. Aerojet filed suit against MDC to recover costs Aerojet incurred resulting from compliance with the orders (Aerojet-General Corporation v. McDonnell Douglas Corporation, et al., Case No. CVS 94-1862 WBS JFM). In 1999, Aerojet and MDC entered into a settlement agreement to allocate responsibility for a portion of the costs incurred under the orders and to negotiate responsibility for the remaining costs. MDC subsequently brought suit against Aerojet alleging breach of the settlement agreement and seeking specific performance and declaratory relief. (McDonnell Douglas Corporation, v. Aerojet-General Corporation, Civ.S-01-2245, in the U.S. District Court for the Eastern District of California filed December 7, 2001.) The alleged breach involves interpretation of the 1999 settlement agreement and subsequent cost sharing agreement between MDC and Aerojet pertaining to contribution by each company toward investigation and remediation costs ordered by the DTSC and the Central Valley RWQCB. DTSC and the Central Valley RWQCB issued their orders alleging both companies were responsible for environmental contamination allegedly existing at and migrating onto and from the IRCTS site, an approximately 3,800 acre portion of Aerojet's approximately 12,000 acre Sacramento facility.

        Aerojet and MDC have entered into discussions to settle the second lawsuit by establishing new temporary allocations of costs, subject to final allocation (see Note 9(b), "McDonnell Douglas Environmental Remediation Dispute").

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San Gabriel Valley Basin, California

Baldwin Park Operable Unit

        Aerojet, through its former Azusa, California site, was named by the EPA as a PRP in the portion of the San Gabriel Valley Superfund Site known as the Baldwin Park Operable Unit (BPOU). A Record of Decision (ROD) regarding regional groundwater remediation was issued and Aerojet and 18 other PRPs received Special Notice Letters requiring groundwater remediation. All of the Special Notice Letter PRPs are alleged to have been a source of volatile organic compounds (VOCs). Aerojet's investigation demonstrated that the groundwater contamination by VOCs is principally upgradient of Aerojet's property and that lower concentrations of VOC contaminants are present in the soils of Aerojet's presently and historically owned properties. The EPA contends that of the 19 PRPs identified by the EPA, Aerojet is one of the four largest sources of VOC groundwater contamination at the BPOU. Aerojet contests the EPA's position regarding the source of contamination and the number of responsible PRPs.

        In May 1997, as a result of the development of more sensitive measuring methods, perchlorate was detected in wells in the BPOU. NDMA was also detected using newly developed measuring methods. Suspected sources of perchlorate include Aerojet's solid rocket development and manufacturing activities in the 1940s and 1950s, military ordnance produced by a facility adjacent to the Aerojet facilities in the 1940s, the burning of confiscated fireworks by local fire departments, and fertilizer used in agriculture. NDMA is a suspected by-product of liquid rocket fuel activities by Aerojet in the same time period. It is also a contaminant in cutting oils used by many businesses and is found in many foods. In addition, new regulatory standards for a chemical known as 1,4 dioxane require additional treatment. Aerojet may be a minor contributor of this chemical. Aerojet has been a leader in the development of new, low cost technologies for the treatment of perchlorate, NDMA and 1,4 dioxane.

        On June 30, 2000, the EPA issued a Unilateral Administrative Order (UAO) ordering the PRPs to implement a remedy consistent with the ROD, but still encouraging the PRPs to attempt to negotiate an agreement with the local purveyors. The PRPs agreed to comply.

        On November 23, 1999 the California Regional Water Quality Control Board (Los Angeles RWQCB) issued orders to Aerojet and other PRPs to conduct groundwater investigations on their respective sites. As a result, the Los Angeles RWQCB ordered Aerojet to conduct limited soil gas extraction, which Aerojet is implementing, and evaluating remedies for perchlorate contamination in soils.

        Following extended negotiations, Aerojet, along with seven other PRPs (collectively, the "Cooperating Respondents") signed a Project Agreement in late March 2002 with Water Quality Authority, Watermaster, Valley County Water District, La Puente Valley Water District, San Gabriel Valley Water Company, Suburban Water Systems and California Domestic Water Company (collectively, the Water Entities). The Project Agreement became effective on May 9, 2002, following approval by a California Superior Court and the finalization of policy language on the $100 million Baldwin Park Operable Unit Manuscript Environmental Site Liability Policy from Chubb Custom Insurance Company covering certain Project risks.

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        The basic structure of the Project Agreement is for the Cooperating Respondents to fund and financially assure (in the form of cash or letters of credit) the cost of certain treatment and water distribution facilities to be owned and operated by the Water Entities. Actual funding would be provided by funds placed in escrow at the start of each three-month period to cover anticipated costs for the succeeding quarter.

        The Cooperating Respondents will also fund operation and maintenance of treatment facilities (not including ordinary operating expenses of the local water purveyors, certain costs for replacement water that may be incurred by such Water Entities and related administrative costs, collectively, O&M costs). The Cooperating Respondents are required to maintain sufficient financial assurance to cover the estimated O&M for two years. Actual O&M payments would be made at the start of each three-month period to cover anticipated costs for the succeeding six-month period. When fully constructed, six treatment facilities will be treating in excess of 25,000 gallons per minute for the purposes of ROD implementation and to provide potable water supply. The Project Agreement has a term of 15 years. The Project Agreement also settles the past environmental claims of the Water Entities.

        Aerojet and the other Cooperating Respondents have entered into an interim allocation agreement that establishes the interim payment obligations of Aerojet and the remaining Cooperating Respondents for the costs of the Project Agreement. Aerojet anticipates that the parties may seek to mediate final allocation, but, if unsuccessful, litigation could occur. Under the interim allocation, Aerojet is responsible for approximately two-thirds of all project costs, pending completion of any allocation proceeding. All project costs are subject to reallocation among the Cooperating Respondents.

        A significant amount of public funding is available to offset project costs. To date, Congress has appropriated approximately $40 million (so called Title 16 and Dreier funds), which is potentially available for payment of project costs. All such funding will require Water Quality Authority (WQA) action to allocate funds to the project, which the WQA is currently considering. Based upon WQA preliminary actions to date, Aerojet anticipates that approximately $25 million of the funding will have been allocated to the project by the end of 2003 and that additional funds may follow in later years.

        As part of the EIS sale to Northrop in October 2001, the EPA approved a Prospective Purchaser Agreement with Northrop to absolve it of pre-closing liability for contamination caused by the Azusa facility, which liability will remain with Aerojet. As part of that agreement, Aerojet agreed to put $40 million into an irrevocable escrow for the BPOU project to implement the EPA UAO, and GenCorp agreed to provide a $25 million guarantee for Aerojet's share of remediation costs in the BPOU. The $40 million is being used to fund Aerojet's obligations under the Project Agreement.

        As part of the agreement to sell the EIS business to Northrop, Aerojet paid the EPA $9 million to be offset against Aerojet's share of the EPA's claimed past costs of approximately $22 million. A very substantial share of the EPA's past costs related to the period prior to 1997 when the sole contamination being considered involved VOCs. Aerojet believes that it is responsible for less than ten percent of these costs. As a result, in the allocation with the other PRPs, Aerojet will seek to recover a significant portion of the $9 million paid to the EPA from the other PRPs. Unresolved at this time is the issue of California's past costs which were last estimated at approximately $4 million.

        Aerojet intends to defend itself vigorously to assure that it is appropriately treated with other PRPs and that costs of any remediation are properly spread over all users of the San Gabriel Valley aquifer. In addition, Aerojet is also pursuing its insurance remedies.

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        On November 9, 2001, GenCorp received a General Notice Letter from the EPA asserting that GenCorp is a PRP for the BPOU. This General Notice Letter was received more than ten years after the General Notice given to GenCorp's subsidiary, Aerojet. The EPA alleged that in the 1940s and early 1950s GenCorp's predecessor, The General Tire & Rubber Company, participated in a joint venture with Aerojet Engineering Corporation, a predecessor to Aerojet-General Corporation, sharing 50 percent of the profits on certain U.S. Navy contracts for JATO rockets and that it had some role in managing the joint venture at the Azusa facility. GenCorp strongly disagrees with the EPA designation. The EPA is factually incorrect; at all times, Aerojet was the sole party that owned or operated the Azusa site during the early production of the JATO rockets. GenCorp strongly disagrees with the EPA's PRP designation and plans to resist the designation at every level possible.

        On February 28, 2002, the EPA issued a unilateral First Amended Administrative Order For Remedial Design and Remedial Action (Amended Order) for the BPOU. The Amended Order does not materially alter the obligations of Aerojet under the earlier UAO; however, the Amended Order names GenCorp as a Respondent on the basis of the allegations made in the General Notice Letter. The Amended Order does not require GenCorp to undertake any action unless Aerojet fails to perform its obligations under the UAO. It states that GenCorp is being added to the Amended Order "as a backup" to Aerojet's performance; and it provides that GenCorp is deemed to be in compliance with the Amended Order on the effective date of the Amended Order. The EPA has not claimed since the effective date that GenCorp has any current obligation under the order. Because GenCorp does not believe it was properly designated a PRP at the site, the Company is evaluating an appropriate response to the Amended Order should the EPA claim action is required.

South El Monte Operable Unit

        On December 21, 2000, Aerojet received an order from the Los Angeles RWQCB requiring a work plan for investigation of Aerojet's former El Monte facility. On January 22, 2001, Aerojet filed an appeal of the order with the Los Angeles RWQCB asserting selective enforcement. The appeal is in abeyance pending negotiations with the Los Angeles RWQCB. In March 2001, Aerojet submitted a limited work plan to the Los Angeles RWQCB. On February 21, 2001, Aerojet received a General Notice Letter from the EPA Region IX naming Aerojet as a PRP to the SEMOU of the San Gabriel Valley Superfund site. Aerojet continues to negotiate with the Los Angeles RWQCB for a limited investigation of this former facility. Aerojet has begun the process of obtaining access agreements should the Los Angeles RWQCB approve Aerojet's work plan.

        On April 1, 2002, Aerojet received a special notice letter from the EPA (dated March 28, 2002) that requested Aerojet to enter into negotiations with the EPA regarding the performance of a remedial design and remedial action for the SEMOU. In light of this letter, Aerojet performed a limited site investigation of the East Flair Drive Site. The data collected and summarized in the Field Investigation Report showed that chemicals including TCE and PCE were present in the soil and groundwater at and near the East Flair Drive Site. The Field Investigation Report also showed that the hydraulic gradient at the East Flair Drive Site is oriented toward the northeast. This finding indicates that the site is not a likely source of contamination at the SEMOU, as the ground water flow at the site is away from the SEMOU and not toward it. Given the data indicating that the East Flair Drive Site is not a source of the contamination at the SEMOU, Aerojet requested that EPA reconsider its issuance of the SEMOU special notice letter.

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        To date, Aerojet has not received a response to the Field Investigation Report from either the Los Angeles RWQCB or the EPA. Aerojet continues to work cooperatively with the Los Angeles RWQCB for a limited investigation of the East Flair Drive Site and with the EPA regarding the SEMOU.

        Aerojet has been served with four civil suits filed in the U.S. District Court for the Central District of California that seek recovery of costs allegedly incurred in response to the contamination present at the SEMOU (see Note 9(b), "Water Entity Cases").

Other Sites

        The Company has studied remediation alternatives for its closed Lawrence, Massachusetts facility, which was primarily contaminated with PCBs, and has begun site remediation and off-site disposal of debris. As part of these remediation efforts, the Company is working with local, state and federal officials and regulatory agencies to return the property to a beneficial use. The time frame for the remediation and redevelopment project is currently estimated to range from two to four years.

        The Company is also currently involved, together with other companies, in approximately 22 other Superfund and non-Superfund remediation sites. In many instances, the Company's liability and proportionate share of costs have not been determined largely due to uncertainties as to the nature and extent of site conditions and the Company's involvement. While government agencies frequently claim PRPs are jointly and severally liable at such sites, in the Company's experience, interim and final allocations of liability costs are generally made based on relative contributions of waste. Based on the Company's previous experience, its allocated share has frequently been minimal, and in many instances, has been less than one percent. Also, the Company is seeking recovery of its costs from its insurers.

Environmental Reserves and Estimated Recoveries

(i) Reserves

        The Company periodically prepares complete reexaminations of estimated future remediation costs that could be incurred by the Company. These periodic reexaminations take into consideration the investigative work and analysis of the Company's engineers, engineering studies performed by outside consultants, and the advice of its legal staff and outside attorneys regarding the status and anticipated results of various administrative and legal proceedings. In most cases only a range of reasonably possible costs can be estimated. In establishing the Company's reserves, the most probable estimated amount is used when determinable and the minimum is used when no single amount is more probable.

        During 2002, the Company completed a review of estimated future environmental costs which incorporated, but was not limited to the following: (i) status of work completed since the last estimate; (ii) expected cost savings related to the substitution of new remediation technology and to information not available previously; (iii) obligations for reimbursement of regulatory agency service costs; (iv) updated BPOU cost estimates; (v) costs of complying with the Western Groundwater Administrative Order, including replacement water and remediation upgrades at Aerojet's Sacramento site; (vi) estimated costs related to IRCTS and Aerojet's Sacramento site; (vii) new information related to the extent and location of previously identified contamination; and (viii) additional construction contingencies. This reexamination of estimated future remediation costs resulted in a net increase in the Company's environmental reserves of $107 million.

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        A summary of the Company's environmental reserve activity is shown below (in millions):

	November 30, 2000		2001 Expenditures			November 30, 2001		2002 Additions		2002 Expenditures			November 30, 2002
Aerojet	$	320	$	(68	)	$	252	$	107	$	(41	)	$	318
Other Sites		33		(6	)		27		—		(5	)		22
Total	$	353	$	(74	)	$	279	$	107	$	(46	)	$	340

(ii) Estimated Recoveries

        On January 12, 1999, Aerojet and the U.S. government implemented the October 1997 Agreement in Principle (Global Settlement) resolving certain prior environmental and facility disagreements, with retroactive effect to December 1, 1998. The Global Settlement covered all environmental contamination at the Sacramento and Azusa sites. Under the Global Settlement, Aerojet and the U.S. government resolved disagreements about an appropriate cost-sharing ratio. The Global Settlement contemplates that the cost-sharing ratio will continue for a number of years.

        Pursuant to the Global Settlement covering environmental costs associated with Aerojet's Sacramento site and its former Azusa site, the Company can recover up to 88 percent of its environmental remediation costs for these sites through the establishment of prices for Aerojet's products and services sold to the U.S. government. The ability of Aerojet to continue recovering these costs from the U.S. government depends on Aerojet's sustained business volume under U.S. government contracts and programs and the relative size of Aerojet's commercial business.

        In conjunction with the sale of EIS, Aerojet entered into an agreement with Northrop whereby Aerojet will be reimbursed by Northrop for 50 percent of environmental expenditures eligible for recovery under the Global Settlement. Amounts reimbursed are subject to annual limitations, with excess amounts carrying over to subsequent periods, the total of which will not exceed $190 million over the term of the agreement, which ends in 2028. As of November 30, 2002, $178 million in potential future reimbursements was available over the remaining life of the agreement.

        In conjunction with the review of its environmental reserves discussed above, the Company revised its estimate of costs that will be recovered under the Global Settlement based on business expected to be conducted under contracts with the U.S. government and its agencies in the future. The adjustments to the environmental remediation reserves and estimated future cost recoveries did not affect operating results in fiscal 2002 as the impact of increases to the reserves of $107 million was offset by increased estimated future recoveries.

        The effect of the final resolution of environmental matters and the Company's obligations for environmental remediation and compliance cannot be accurately predicted due to the uncertainty concerning both the amount and timing of future expenditures. The Company believes, on the basis of presently available information, that the resolution of environmental matters and the Company's obligations for environmental remediation and compliance will not have a material adverse effect on the Company's results of operations, liquidity or financial condition. The Company will continue its efforts to mitigate past and future costs through pursuit of claims for recoveries from insurance coverage and other PRPs and continued investigation of new and more cost effective remediation alternatives and associated technologies.

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d.     Guarantees

        As detailed in Note 9(c), the Company has guaranteed certain environmental remediation obligations of Aerojet. At Aerojet's Sacramento facility, the Company has agreed to provide a $75 million guarantee that remediation activities are fully funded. Related to Aerojet's former Azusa, California facility, the Company has agreed to provide a $25 million guarantee for Aerojet's share of the remediation costs at that site.

e.     Concentration of Credit Risk

        The Company invests available cash in money market securities of various banks, commercial paper and asset-backed securities of various financial institutions, other companies with high credit ratings and securities backed by the U.S. government.

        As of November 30, 2002 and 2001, the amount of commercial receivables was $111 million and $141 million, respectively. Receivables for the GDX Automotive segment of $84 million as of November 30, 2002 and $117 million as of November 30, 2001, are due primarily from General Motors, the Ford Motor Company and Volkswagen. As of November 30, 2002 and 2001, the amount of U.S. government receivables was $52 million and $48 million, respectively. As of November 30, 2002 and 2001, the U.S. government receivables includes $24 million and $18 million, respectively, for environmental remediation recovery (see Note 9(c)). The Company's accounts receivables are generally unsecured and are not backed by collateral from its customers.

        As of November 30, 2002 and 2001, the U.S. government receivables include unbilled amounts of $4 million and $5 million, respectively, relating to long-term contracts. Such amounts are billed either upon delivery of completed units or settlements of contracts. The unbilled receivables amount as of November 30, 2002 is expected to be collected in years subsequent to fiscal 2003.

10. Shareholders' Equity

a.     Preference Stock and Preferred Share Purchase Rights

        In January 1997, the Board of Directors extended for ten additional years GenCorp's Shareholder Rights Plan (Plan), as amended. When the Plan was originally adopted in 1987, the Directors declared a dividend of one Preferred Share Purchase Right (Right) on each outstanding share of common stock, payable to shareholders of record on February 27, 1987. Rights outstanding as of November 30, 2002 and 2001 totaled 43.3 million and 43.1 million, respectively. The Plan provides that under certain circumstances each Right will entitle shareholders to buy one one-hundredth of a share of a new Series A Cumulative Preference Stock at an exercise price of $100. The Rights are exercisable only if a person or group acquires 20 percent or more of GenCorp's common stock or announces a tender or exchange offer that will result in such person or group acquiring 30 percent or more of the common stock. GenCorp is entitled to redeem the Rights at two cents per Right at any time until ten days after a 20 percent position has been acquired (unless the Board elects to extend such time period, which in no event may exceed 30 days). If the Company is involved in certain transactions after the Rights become exercisable, a holder of Rights (other than Rights beneficially owned by a shareholder who has acquired 20 percent or more of GenCorp's common stock, which Rights become void) is entitled to buy a number of the acquiring company's common shares, or GenCorp's common stock, as the case may be, having a market value of twice the exercise price of each Right. A potential dilutive effect may exist

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upon the exercise of the Rights. The Rights under the extended Plan expire on February 18, 2007. Until a Right is exercised, the holder has no rights as a stockholder of the Company including, without limitation, the right to vote as a stockholder or to receive dividends.

        As of November 30, 2002, 660,000 shares of $1.00 par value Series A Cumulative Preference Stock were reserved for issuance upon exercise of Preferred Share Purchase Rights.

b.     Common Stock

        As of November 30, 2002, the Company had 150.0 million authorized shares of common stock, par value $0.10 per share (Common Stock), of which 43.5 million shares were issued, 43.0 million shares were outstanding and 17.6 million shares were reserved for future issuance for discretionary payments of the Company's portion of retirement savings plan contributions, exercise of stock options, payment of awards under stock-based compensation plans and conversion of the Company's Notes (See Note 6(b)).

        During the years ended November 30, 2002 and 2001, the Company paid quarterly dividends on its Common Stock of $0.03 per share (or $0.12 on an annual basis).

c.     Stock-based Compensation

        The Company accounts for stock-based compensation under APB 25 and related interpretations. Under APB 25, stock options granted to employees by the Company generate no expense when the exercise price of the stock options at the date of grant equals the market value of the underlying common stock.

        The 1999 Equity and Performance Incentive Plan (1999 Plan), provides stock options to key employees and directors. Stock options issued under the 1999 Plan are, in general, exercisable in one-third increments at one year, two years, and three years from the date of grant.

        The 1999 Plan also provides for grants of restricted stock. Grants to certain key employees of the company were made in fiscal 2002, 2001 and 2000, with vesting generally based upon the attainment of specified performance targets. Under this plan, key employees of the Company were granted a total of 858,000 restricted shares. Restricted shares granted in fiscal 2000 and 2001 generally vest annually over a five-year period if the Company meets EPS growth targets as specified in the Plan. Restricted shares granted in fiscal 2002 vest based on stock performance. Unvested restricted shares are canceled upon the employee's termination of employment or if earnings or stock performance targets are not achieved. During fiscal 2002 and 2001, 139,950 shares and 111,750 shares, respectively were canceled due to terminations, and the Company estimates that no shares will vest based on fiscal 2002 EPS. In fiscal 2002, 66,550 shares were canceled because earnings targets were not achieved. The Organization and Compensation Committee of the Board has negative discretion over increasing or decreasing the actual number of shares to vest in any period.

        The Company's 1997 Stock Option Plan and 1993 Stock Option Plan each provide for an aggregate of 2.5 million shares of the Company's Common Stock to be purchased pursuant to stock options or to be subject to stock appreciation rights which may be granted to selected officers and key employees at prices equal to the fair market value of a share of common stock on the date of grant. Stock options issued under the 1997 and 1993 Stock Option Plans are, in general, exercisable in

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25 percent increments at six months, one year, two years and three years from the date of grant. No stock appreciation rights have been granted.

        A summary of the Company's stock option activity, and related information for the years ended November 30 are as follows:

	2002				2001				2000
	Stock Options (000s)		Weighted Average Exercise Price		Stock Options (000s)		Weighted Average Exercise Price		Stock Options (000s)		Weighted Average Exercise Price
Outstanding at the beginning of the year	3,512		$	10.38	3,545		$	9.96	3,300		$	10.13
Granted	426		$	12.06	769		$	11.10	702		$	9.39
Exercised	(226	)	$	8.36	(522	)	$	7.85	(101	)	$	7.70
Forfeited/canceled	(405	)	$	10.56	(280	)	$	11.49	(356	)	$	11.08
Outstanding at the end of the year	3,307		$	10.72	3,512		$	10.38	3,545		$	9.96
Exercisable at the end of the year	2,451		$	10.49	2,287		$	10.37	2,481		$	9.89

        The weighted average grant-date fair value of stock options granted in fiscal 2002 was $4.91, $4.01 for stock options granted in fiscal 2001, and $3.64 for stock options granted in fiscal 2000.

F-41

        The following table summarizes the range of exercise prices and weighted-average exercise prices for options outstanding and exercisable as of November 30, 2002 under the Company's stock option plans:

			Outstanding
Fiscal Year in Which Stock Options Were Issued						Weighted Average Remaining Contractual Life (years)	Exercisable
	Range of Exercise Prices		Stock Options Outstanding (000s)	Weighted Average Exercise Price			Stock Options Exercisable (000s)	Weighted Average Exercise Price
1993	$	8.44—$8.77	83	$	8.77	0.8	83	$	8.77
1994	$	6.66—$7.26	169	$	6.81	1.7	169	$	6.81
1995	$	5.67—$5.94	152	$	5.88	2.8	152	$	5.88
1996	$	6.53—$8.91	147	$	8.34	3.9	147	$	8.34
1997	$	9.24—$15.64	493	$	11.11	4.4	493	$	11.11
1998	$	9.76—$16.06	372	$	15.89	5.3	372	$	15.89
1999	$	9.40—$13.59	480	$	9.92	6.4	480	$	9.92
2000	$	7.06—$10.13	449	$	9.35	7.2	336	$	9.31
2001	$	10.44—$13.10	541	$	11.12	8.3	203	$	11.09
2002	$	9.77—$15.43	421	$	12.06	9.6	16	$	10.87
			3,307				2,451

        SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123), requires the use of fair value techniques to determine compensation expense associated with stock-based compensation. Although the Company continues to apply the provisions of APB 25 to determine compensation expense, as permitted under SFAS 123, the Company is obligated to disclose certain information including pro forma net income and earnings per share as if SFAS 123 had been adopted by the Company to measure compensation expense. Had compensation cost been measured in accordance with SFAS 123, the Company's net income would have been reduced by $0.9 million for fiscal 2002, $1.2 million for fiscal 2001 and $1 million for fiscal 2000. The fair value of stock options was estimated at the date of grant using a Black-Scholes stock option pricing model with the following weighted-average assumptions: risk free interest rates of 3.1 percent for fiscal 2002, 3.5 percent for fiscal 2001, and 6.0 percent for fiscal 2000; dividend yield of 1.0 percent for fiscal 2002, and fiscal 2001, and 1.4 percent for 2000; volatility factor of the expected market price of the Company's Common Stock of 0.47 for fiscal 2002, 0.39 for fiscal 2001, and 0.40 for fiscal 2000; and a weighted-average expected life of the option of five years for fiscal 2002, fiscal 2001, and fiscal 2000.

d.     Accumulated Other Comprehensive Loss, Net of Income Taxes

        Comprehensive income encompasses net income and other comprehensive income items, which includes all other non-owner transactions and events that change shareholders' equity. The Company's other comprehensive loss includes the effects of foreign currency translation adjustments.

F-42

        The components of other comprehensive income and the related income tax effects are presented in the following table:

		Year ended November 30,
		2002		2001			2000
		(Millions)
Income before cumulative effect of change in accounting principle		$	30	$	128		$	52
Other comprehensive income loss, net of income taxes:
	Effects of foreign currency translation adjustments		21		(6	)		(11	)
Total comprehensive income		$	51	$	122		$	41

11. Operating Segments and Related Disclosures

        The Company's continuing operations are organized into three segments based on different products and customer bases: GDX Automotive, Aerospace and Defense and Fine Chemicals. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 1).

        The Company evaluates segment performance based on several factors, of which the primary financial measure is segment operating profit. Segment operating profit represents net sales from continuing operations less applicable costs, expenses and provisions for restructuring and unusual items relating to operations. Segment operating profit excludes corporate income and expenses, provisions for unusual items not related to the operations, interest expense, income taxes and the minority interest in AFC (see Note 13).

        In November 2001, the Company completed the sale of approximately 1,100 acres of property in Sacramento County, California for $28 million. The consideration included cash of approximately $7 million and a promissory note for the remainder of the sales price. The five-year promissory note bears interest that is payable quarterly and includes annual minimum principal payments of $550,000. The property lies outside of the Aerojet Superfund site boundaries and is not a part of the approximate 2,600 acres of land that have been carved out of the Superfund site designation under an agreement with federal and state government regulators (see Note 9(c)). The $23 million gain resulting from the sale of the land is included in the activity for the Aerospace and Defense segment.

        Sales in fiscal 2002, 2001 and 2000 directly and indirectly to the U.S. government and its agencies (principally the Department of Defense) totaled $244 million, $574 million, and $481 million, respectively, and were generated by the Aerospace and Defense segment. Comparable amounts excluding the EIS business were $176 million in fiscal 2001 and $154 million in fiscal 2000. Sales to three individually significant customers comprised $224 million, $183 million and $147 million of GDX Automotive sales in fiscal 2002 and $259 million, $188 million and $150 million in fiscal 2001. Sales to two individually significant customers comprised $267 million and $125 million of GDX Automotive sales in fiscal 2000.

F-43

		Year ended November 30,
		2002			2001			2000
		(Millions)
Net Sales
	GDX Automotive	$	806		$	808		$	485
	Aerospace and Defense		277			640			534
	Fine Chemicals		52			38			28
		$	1,135		$	1,486		$	1,047
Income (Loss) Before Income Taxes
	GDX Automotive	$	38		$	(4	)	$	29
	Aerospace and Defense		59			131			104
	Fine Chemicals		3			(14	)		(14	)
	Segment restructuring		(2	)		(30	)		—
	Segment unusual items, net		(12	)		149			—
	Segment operating profit		86			232			119
	Interest expense		(16	)		(33	)		(18	)
	Corporate and other expenses, net		(25	)		(4	)		(18	)
	Other restructuring		—			(10	)		—
	Other unusual items, net		(3	)		2			4
		$	42		$	187		$	87
Capital Expenditures
	GDX Automotive	$	27		$	21		$	29
	Aerospace and Defense		14			20			33
	Fine Chemicals		4			8			20
	Corporate		—			—			—
		$	45		$	49		$	82
Depreciation and Amortization
	GDX Automotive	$	38		$	39		$	22
	Aerospace and Defense		17			26			23
	Fine Chemicals		7			6			5
	Corporate		4			6			—
		$	66		$	77		$	50

F-44

			As of November 30,
			2002		2001		2000
			(Millions, except employees)
Assets
	GDX Automotive		$	539	$	547	$	250
	Aerospace and Defense			805		600		753
	Fine Chemicals			107		114		102
	Identifiable assets			1,451		1,261		1,105
	Corporate			185		207		220
		Total assets	$	1,636	$	1,468	$	1,325
Employees (unaudited)
	GDX Automotive			8,199		9,212		5,100
	Aerospace and Defense			1,717		1,464		2,500
	Fine Chemicals			146		152		250
	Corporate			50		49		45
				10,112		10,877		7,895

        The Company's operations are located primarily in the U.S., Europe and Canada.

        Inter-area sales are not significant to the total sales of any geographic area. Unusual items included in operating profit pertained only to U.S. Geographic segment information is presented in the table below:

		Year ended November 30,
		2002		2001		2000
		(Millions)
Net Sales
	United States	$	605	$	979	$	828
	Germany		225		210		84
	Canada		103		110		119
	Spain		56		57		—
	France		58		62		—
	U.S. export sales		48		34		16
	Other		40		34		—
		$	1,135	$	1,486	$	1,047

F-45

			As of November 30,
			2002		2001		2000
Long-Lived Assets
	United States		$	304	$	283	$	284
	Germany			84		82		38
	Canada			21		23		43
	Spain			26		23		—
	France			22		20		—
	Other			23		22		—
				480		453		365
	Corporate			1		1		1
		Total long-lived assets	$	481	$	454	$	366

12. Quarterly Financial Data (Unaudited)

	Three months ended
	February 28		May 31		August 31		November 30
	(Millions, except per share amounts)
2002
Net Sales	$	249	$	303	$	266	$	317
Segment Operating Profit	$	19	$	21	$	22	$	24
Income Before Income Taxes	$	5	$	10	$	12	$	15
Net Income	$	3	$	6	$	8	$	13
Basic earnings per common share	$	0.07	$	0.14	$	0.19	$	0.30
Diluted earnings per common share	$	0.07	$	0.14	$	0.19	$	0.28
2001
Net Sales	$	353	$	410	$	356	$	367
Segment Operating Profit	$	9	$	14	$	19	$	190
Income Before Income Taxes	$	8	$	2	$	5	$	172
Net Income	$	14	$	5	$	3	$	106
Basic earnings per common share	$	0.33	$	0.12	$	0.07	$	2.49
Diluted earnings per common share	$	0.33	$	0.12	$	0.07	$	2.47

F-46

13. Restructuring and Unusual Items

		Year ended November 30,
		2002		2001			2000
		(Millions)
Restructuring:
	GDX Automotive	$	2	$	29		$	—
	AFC		—		1			—
	Corporate Headquarters		—		10			—
		$	2	$	40		$	—
Unusual Items:
	Write-off of GDSS in-process research and development (Note 7)	$	6	$	—		$	—
	Aerojet sale of EIS business (Note 7)		6		(206	)		—
	Aerojet inventory write-down and accrual related to a commercial launch vehicle program (Note 2)		—		48			—
	Tax-related (customer reimbursements of tax recoveries)		—		9			—
	Gain on sale of equity interest in AFC (Note 7)		—		—			(5	)
	Environmental remediation insurance cost recovery		—		(2	)		(3	)
	Charge for pension settlement for a discontinued operation		—		—			3
	Loss on sale of property related to a discontinued operation		—		—			1
	Reacquisition of AFC minority interest (Note 7)		2		—			—
	Write-off of bank fees for Term Loan C repayment		1		—			—
		$	15	$	(151	)	$	(4	)

        In September 2002, the Company announced a restructuring in the GDX Automotive segment. The plan will result in the closure of a plant in Germany and reduced staffing levels at the Farmington Hills, Michigan headquarters. A charge for the $2 million cost of the restructuring was included in segment operating results.

        In October 2002, Aerojet charged $6 million to expense for acquired in-process research and development resulting from the acquisition of GDSS. The charge is included in segment operating results.

        In April 2002, Aerojet reached an agreement with Northrop on purchase price adjustments related to the sale of its EIS business whereby Aerojet reduced the purchase price by $6 million. The purchase price reduction is recorded as an expense in segment operating profit.

        In December 2001, the Company reacquired the minority ownership interest in its AFC subsidiary and certain agreements between AFC and NextPharma were terminated, resulting in an expense of $2 million.

        In fiscal 2001, the Company implemented restructuring plans which included GDX Automotive, AFC and Corporate Headquarters. The GDX Automotive restructuring program and segment consolidation included the closure of the Marion, Indiana and Ballina, Ireland manufacturing facilities

F-47

and resulted in the elimination of approximately 760 employee positions. The decision to close these facilities was precipitated by excess capacity and deterioration of performance and losses at these sites. The decision to close the Ballina, Ireland plant was also due to difficulty in retaining plant personnel in light of record employment levels in the region. Remaining programs from these facilities were transferred to other facilities. This restructuring program resulted in a pre-tax charge of $29 million. The restructuring program was substantially complete by the end of fiscal 2001. There was an additional restructuring program directed at the Draftex business, which resulted in the elimination of more than 500 employee positions and an adjustment of the goodwill recorded as part of the Draftex acquisition. The restructuring plan implemented at AFC during fiscal 2001 included the elimination of 50 employee positions and resulted in a charge of $1 million. This program was designed to "right-size" AFC's workforce. The Company also implemented a restructuring of its corporate headquarters. The restructuring included an early retirement program which was offered to certain eligible employees. The program resulted in a $10 million pre-tax charge to operations.

        In fiscal 2001, the Company recorded a gain of $206 million related to the sale of EIS to Northrop in October 2001. The transaction is discussed above under the discussion of results of operations for the Aerospace and Defense segment. Also in fiscal 2001, Aerojet recorded an inventory write-down of $46 million related to its participation as a propulsion supplier to a commercial launch vehicle program and also recorded a $2 million accrual for outstanding obligations connected with this effort. Aerojet's inventory consists of program-unique rocket engines and propulsion systems primarily intended for use in commercial reusable launch vehicles. The inventory write-down reflects the inability of a commercial customer to secure additional funding, no alternative purchasers willing to acquire inventory held by Aerojet and no market value.

        In fiscal 2001, the Company settled outstanding claims with the Internal Revenue Service and the State of California. The benefit of the tax refunds, $13 million on an after-tax basis, was recorded in the income tax provision. The portion of the tax refunds that will be repaid to the Company's defense customers is reflected as an unusual expense item of $9 million in segment income ($5 million after tax). Accordingly, after repayment to the Company's defense customers, the Company will retain $8 million of the claims settled.

14. New Accounting Pronouncements

        In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. SFAS 146 requires that the initial measurement of a liability be at fair value. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company has adopted the provisions of SFAS 146 as of December 1, 2002. The adoption of SFAS 146 is not expected to have a material effect on the Company's results of operations, liquidity or financial condition.

        In November 2002, the FASB issued FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires that upon issuance of a guarantee, a guarantor must recognize a liability for the fair value of an obligation assumed under a guarantee. FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements about the obligations associated with guarantees issued. The recognition provisions of FIN 45 are effective for any guarantees issued or

F-48

modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002.

        On December 31, 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure (SFAS 148) that amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition to Statement 123's fair value method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure provisions of SFAS 123 and APB Opinion No. 28, Interim Financial Reporting, to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. The Statement does not amend SFAS 123 to require companies to account for employee stock options using the fair value method. The Statement is effective for fiscal years beginning after December 15, 2002. The Company is currently evaluating the effects of SFAS 148, but does not expect that the adoption of SFAS 148 would have a material effect on the Company's results of operations.

15. Subsequent Events

        In January 2003, GDX Automotive entered into an agreement to sell the assets and operations of its Viersen, Germany mixing facility to Vigar, SA, a supplier to GDX Automotive. In addition, GDX Automotive will enter into a ten-year supply agreement with Vigar, SA that requires certain minimum annual purchase volumes and contains monetary penalties if purchase minimums are not met. The transaction is expected to close during the first quarter of fiscal 2003.

        In December 2002, the Company entered into Swaps on $100 million of Term Loan variable debt for a two year period as required by the Restated Credit Facility. The Company's fixed interest rate under these Swaps including the Eurocurrency margin is 6.02 percent for the two year period.

F-49

16.    Condensed Consolidating Financial Information

        In connection with the offer and sale of the Company's Senior Subordinated Notes due 2013 (Senior Subordinated Notes), the Company is providing condensed consolidating financial information for its material domestic subsidiaries that will guarantee the Senior Subordinated Notes and for those subsidiaries that will not guarantee the Senior Subordinated Notes. These wholly owned subsidiary guarantors (principally, Aerojet and AFC) will, jointly and severally, fully and unconditionally guarantee the Senior Subordinated Notes.

        The subsidiary guarantees are senior subordinated obligations of each subsidiary guarantor and rank (i) prior in right of payment with all senior indebtedness, (ii) equal in right of payment with all senior subordinated indebtedness and (iii) senior in right of payment to all subordinated indebtedness, in each case, of that subsidiary guarantor. The subsidiary guarantees will also be effectively subordinated to any secured indebtedness of the subsidiary guarantor with respect to the assets securing that indebtedness.

        Absent both default and notice as specified in the Company's Credit Facility and agreements governing the Company's outstanding convertible notes and the Senior Subordinated Notes, there are no restrictions on the Company's ability to obtain funds from its subsidiary guarantors by dividend or loan.

        The Company has not presented separate financial and narrative information for each of the subsidiary guarantors, because it believes that such financial and narrative information would not provide investors with any additional information that would be material in evaluating the sufficiency of the guarantees. Therefore, the following condensed consolidating financial information summarizes the financial position, and results of operations and cash flows for the Company's guarantor and non-guarantor subsidiaries.

Condensed Consolidating Balance Sheets:

As of November 30, 2002			Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash			$	—		$	13	$	35		$	—		$	48
Accounts receivable				12			88		63			—			163
Inventories				5			131		31			—			167
Prepaid expenses and other				2			1		2			—			5
	Total current assets			19			233		131			—			383
Property, plant and equipment, net				64			242		175			—			481
Recoverable from the U.S. government and other third parties for environmental remediation costs				—			208		—			—			208
Prepaid pension asset				139			199		(1	)		—			337
Goodwill				22			41		63			—			126
Intercompany, net				(367	)		535		(168	)		—			—
Other noncurrent assets, net				1,047			82		43			(1,071	)		101
	Total assets		$	924		$	1,540	$	243		$	(1,071	)	$	1,636
Short-term borrowings and current portion of long-term debt			$	20		$	—	$	2		$	—		$	22
Accounts payable				17			27		45			—			89
Other current liabilities				6			208		48			—			262
Total current liabilities				43			235		95			—			373
Long-term debt, net of current portion				361			—		4			—			365
Reserves for environmental remediation				15			286		—			—			301
Postretirement benefits other than pensions				108			60		8			—			176
Other noncurrent liabilities				37			22		2			—			61
	Total liabilities			564			603		109			—			1,276
	Total shareholders' equity			360			937		134			(1,071	)		360
		Total liabilities and shareholders' equity	$	924		$	1,540	$	243		$	(1,071	)	$	1,636

F-50

Condensed Consolidating Balance Sheets (continued):

As of November 30, 2001			Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash			$	1		$	3	$	40		$	—		$	44
Accounts receivable				34			77		80			—			191
Inventories				7			126		34			—			167
Prepaid expenses and other				3			1		14			—			18
	Total current assets			45			207		168			—			420
Property, plant and equipment, net				61			221		172			—			454
Recoverable from the U.S. government and other third parties for environmental remediation costs				—			140		—			—			140
Prepaid pension asset				109			175		3			—			287
Goodwill				26			—		39			—			65
Intercompany, net				(547	)		703		(156	)		—			—
Other noncurrent assets, net				1,034			68		19			(1,019	)		102
	Total assets		$	728		$	1,514	$	245		$	(1,019	)	$	1,468
Short-term borrowings and current portion of long-term debt			$	16		$	—	$	1		$	—		$	17
Accounts payable				34			59		47			—			140
Other current liabilities				10			217		57			—			284
	Total current liabilities			60			276		105			—			441
Long-term debt, net of current portion				191			—		6			—			197
Reserves for environmental remediation				19			225		—			—			244
Postretirement benefits other than pensions				120			67		7			—			194
Other noncurrent liabilities				28			45		9			—			82
	Total liabilities			418			613		127			—			1,158
	Total shareholders' equity			310			901		118			(1,019	)		310
		Total liabilities and shareholders' equity	$	728		$	1,514	$	245		$	(1,019	)	$	1,468

F-51

Condensed Consolidating Statements of Income

Year Ended November 30, 2002	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	236		$	416	$	483	$	—		$	1,135
Cost of products sold		207			321		407		—			935
Selling, general and administrative		24			11		20		—			55
Depreciation and amortization		18			28		20		—			66
Other income and expense, net		15			5		1		—			21
Interest expense		4			4		8		—			16
Income before income taxes		(32	)		47		27		—			42
Provision for income taxes		(14	)		17		9		—			12
Income before equity earnings		(18	)		30		18		—			30
Equity earnings of subsidiaries		49			—		—		(49	)		—
Net Income	$	31		$	30	$	18	$	(49	)	$	30

Year Ended November 30, 2001	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	259		$	754		$	473	$	—		$	1,486
Cost of products sold		252			608			420					1,280
Selling, general and administrative		27			8			7					42
Depreciation and amortization		23			35			19					77
Gain on sale of subsidiary		—			(206	)		—		—			(206	)
Other income and expense, net		12			55			6					73
Interest expense		19			7			7		—			33
Income before income taxes		(74	)		247			14		—			187
Provision for income taxes		(37	)		90			6		—			59
Income before equity earnings		(37	)		157			8		—			128
Equity earnings of subsidiaries		165			—			—		(165	)		—
Net Income	$	128		$	157		$	8	$	(165	)	$	128

Year Ended November 30, 2000	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	282		$	562		$	203		$	—		$	1,047
Cost of products sold		250			449			161			—			860
Selling, general and administrative		24			6			10			—			40
Depreciation and amortization		13			28			9			—			50
Other income and expense, net		—			(5	)		(3	)		—			(8	)
Interest expense		11			6			1			—			18
Income before income taxes		(16	)		78			25			—			87
Provision for income taxes		(11	)		37			9			—			35
Income before cumulative effect of a change in accounting principle and equity earnings		(5	)		41			16			—			52
Cumulative effect of a change in accounting principle		11			63			—			—			74
Equity earnings of subsidiaries		120			—			—			(120	)		—
Net Income	$	126		$	104		$	16		$	(120	)	$	126

F-52

Condensed Consolidating Statements of Cash Flows

Year Ended November 30, 2002	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	2		$	(53	)	$	28		$	—	$	(23	)
Cash flows from investing activities:
Capital expenditures		(12	)		(21	)		(12	)		—		(45	)
Acquisitions of businesses, net of cash acquired		—			(91	)		—			—		(91	)
Other investing activities		—			(6	)		1			—		(5	)
Net cash provided by (used in) investing activities		(12	)		(118	)		(11	)		—		(141	)
Cash flows from financing activities:
Net transfers (to) from parent		(175	)		180			(5	)		—		—
Borrowings (repayments) on notes payable and long-term debt		167			—			(1	)		—		166
Other financing activities		18			—			(19	)		—		(1	)
Net cash provided by (used in) financing activities		10			180			(25	)		—		165
Effect of exchange rate fluctuations on cash and cash equivalents		—			—			3			—		3
Net increase (decrease) in cash and cash equivalents		—			9			(5	)		—		4
Cash and cash equivalents at beginning of year		1			3			40			—		44
Cash and cash equivalents at end of year	$	1		$	12		$	35		$	—	$	48

Year Ended November 30, 2001	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(40	)	$	—		$	(29	)	$	—	$	(69	)
Cash flows from investing activities:
Capital expenditures		(11	)		(28	)		(10	)		—		(49	)
Proceeds from disposition of EIS business		—			315			—			—		315
Acquisitions of businesses, net of cash acquired		(54	)		—			(130	)		—		(184	)
Other investing activities		3			9			—			—		12
Net cash provided by (used in) investing activities		(62	)		296			(140	)		—		94
Cash flows from financing activities:
Net transfers (to) from parent		101			(295	)		194			—		—
Borrowings (repayments) on notes payable and long-term debt, net		—			—			—			—		—
Other financing activities		2			—			—			—		2
Net cash provided by (used in) financing activities		103			(295	)		194			—		2
Effect of exchange rate fluctuations on cash and cash equivalents		—			—			—			—		—
Net increase (decrease) in cash and cash equivalents		1			1			25			—		27
Cash and cash equivalents at beginning of year		—			2			15			—		17
Cash and cash equivalents at end of year	$	1		$	3		$	40		$	—	$	44

F-53

Condensed Consolidating Statements of Cash Flows (Continued)

Year Ended November 30, 2000	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(25	)	$	9		$	39		$	—	$	23
Cash flows from investing activities:
Capital expenditures		(23	)		(50	)		(9	)		—		(82	)
Proceeds from sale of minority interest in subsidiary		25			—			—			—		25
Net cash provided by (used in) investing activities		2			(50	)		(9	)		—		(57	)
Cash flows from financing activities:
Net transfers to (from) parent		(11	)		35			(24	)		—		—
Borrowings (repayments) on notes payable and long-term debt		37			—			(5	)		—		32
Other financing activities		(4	)		—			—			—		(4	)
Net cash provided by (used in) financing activities		22			35			(29	)		—		28
Effect of exchange rate fluctuations on cash and cash equivalents		—			—			—			—		—
Net increase (decrease) in cash and cash equivalents		(1	)		(6	)		1			—		(6	)
Cash and cash equivalents at beginning of year		1			8			14			—		23
Cash and cash equivalents at end of year	$	—		$	2		$	15		$	—	$	17

F-54

GENCORP INC.
Condensed Consolidated Statements of Income
(Unaudited)

	Six months ended May 31,
	2003			2002
	(Dollars in millions, except per share amounts)
Net Sales	$	586		$	552
Costs and Expenses
Cost of products sold		482			454
Selling, general and administrative		39			29
Depreciation and amortization		37			32
Interest expense		11			7
Other (income) expense, net		(3	)		6
Unusual items, net		—			9
Income Before Income Taxes		20			15
Provision for income taxes		7			6
Net Income	$	13		$	9
Earnings Per Share of Common Stock
Basic	$	0.30		$	0.21
Diluted	$	0.30		$	0.21
Weighted average shares of common stock outstanding		43.1			42.7
Weighted average shares of common stock outstanding, assuming dilution		43.1			43.2
Dividends Declared Per Share of Common Stock	$	0.06		$	0.06

See Notes to Unaudited Condensed Consolidated Financial Statements.

F-55

GENCORP INC.

Condensed Consolidated Balance Sheets

		May 31, 2003		November 30, 2002
		(unaudited)
		(Dollars in millions, except per share amounts)
Current Assets
Cash and cash equivalents		$	46	$	48
Accounts receivable			139		139
Inventories, net			184		167
Recoverable from the US government and other third parties for environmental remediation costs			24		24
Prepaid expenses and other			11		5
	Total Current Assets		404		383
Noncurrent Assets
Property, plant and equipment, net			496		481
Recoverable from the U.S. government and other third parties for environmental remediation costs			196		208
Deferred income taxes			—		9
Prepaid pension asset			345		337
Goodwill			138		126
Other noncurrent assets, net			92		92
	Total Noncurrent Assets		1,267		1,253
	Total Assets	$	1,671	$	1,636
Current Liabilities
Short-term borrowings and current portion of long-term debt		$	35	$	22
Accounts payable			87		89
Reserves for environmental remediation costs			39		39
Income taxes payable			11		22
Other current liabilities			197		201
Total Current Liabilities			369		373
Noncurrent Liabilities
Convertible subordinated notes			150		150
Other long-term debt, net of current portion			213		215
Reserves for environmental remediation costs			285		301
Postretirement benefits other than pensions			169		176
Deferred income taxes			9		—
Other noncurrent liabilities			66		61
	Total Noncurrent Liabilities		892		903
	Total Liabilities		1,261		1,276
Commitments and Contingent Liabilities
Shareholders' Equity
Preference stock, par value of $1.00 per share; 15 million shares authorized; none issued or outstanding			—		—
Common stock, par value of $0.10 per share; 150 million shares authorized; 43.9 million shares issued, 43.4 million outstanding as of May 31, 2003 (43.5 million shares issued, 43.0 million shares outstanding as of November 30, 2002)			4		4
Other capital			15		13
Retained earnings			366		356
Accumulated other comprehensive income (loss), net of income taxes			25		(13	)
	Total Shareholders' Equity		410		360
	Total Liabilities and Shareholders' Equity	$	1,671	$	1,636

See Notes to Unaudited Condensed Consolidated Financial Statements.

F-56

GENCORP INC.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

				Six months ended May 31,
				2003			2002
				(Dollars in millions)
Operating Activities
Net Income				$	13		$	9
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Net loss related to reacquisition of minority ownership interest in subsidiary				—			2
	Foreign currency gain				(4	)		—
	Depreciation and amortization and gains on disposition of assets				37			32
	Deferred income taxes				16			27
	Changes in assets and liabilities, net of effects of acquisitions of businesses:
		Current assets			(6	)		25
		Noncurrent assets			1			(1	)
		Current liabilities			(34	)		(89	)
		Noncurrent liabilities			(24	)		(45	)
			Net Cash Used in Operating Activities		(1	)		(40	)
Investing Activities
Capital expenditures					(21	)		(14	)
Proceeds from asset dispositions					7			2
Acquisition of businesses, net of cash acquired					—			(8	)
			Net Cash Used in Investing Activities		(14	)		(20	)
Financing Activities
Proceeds from issuance of subordinated convertible debt					—			150
Repayments on revolving credit facility, net					—			(90	)
Borrowings (repayments) of short-term debt, net					11			(1	)
Net proceeds from the issuance of long-term debt					9			25
Repayments of long-term debt					(11	)		(33	)
Dividends paid					(3	)		(3	)
Other equity transactions					2			3
			Net Cash Provided by Financing Activities		8			51
Effect of exchange rate fluctuations on cash and cash equivalents					5			1
Net Decrease in Cash and Cash Equivalents					(2	)		(8	)
Cash and Cash Equivalents at Beginning of Period					48			44
Cash and Cash Equivalents at End of Period				$	46		$	36

See Notes to Unaudited Condensed Consolidated Financial Statements.

F-57

GENCORP INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Nature of Operations

        The accompanying Unaudited Condensed Consolidated Financial Statements of GenCorp Inc. (GenCorp or the Company) include the accounts of the parent company and its wholly-owned and majority-owned subsidiaries. These interim financial statements have been prepared in accordance with the rules of the United States Securities and Exchange Commission (SEC) for interim financial information and therefore do not include all of the information and notes required by accounting principles generally accepted in the United States. These interim financial statements should be read in conjunction with the financial statements and accompanying notes included in the GenCorp Annual Report on Form 10-K for the year ended November 30, 2002, as filed with the SEC.

        In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In addition, operating results for interim periods may not be indicative of the results of operations for a full year.

        Certain reclassifications have been made to financial information for prior periods to conform to the current period presentation.

        GenCorp is a multinational manufacturing company operating primarily in North America and Europe. The Company's operations are organized into three segments: GDX Automotive, Aerospace and Defense, and Fine Chemicals. The Company's GDX Automotive segment is a major automotive supplier, engaged in the design, development and manufacture of highly engineered extruded and molded rubber and plastic sealing systems for automotive original equipment manufacturers. The Aerospace and Defense segment includes the operations of Aerojet-General Corporation (Aerojet or AGC) and significant undeveloped real property located in California. Aerojet designs, develops and manufactures space and strategic rocket propulsion and tactical weapons under contracts with the major prime contractors to the U.S. government the Department of Defense and the National Aeronautics and Space Administration. The Company's Fine Chemicals segment consists of the operations of Aerojet Fine Chemicals LLC (AFC). AFC manufactures active pharmaceutical ingredients and registered intermediates for pharmaceutical and biotechnology companies. Information on the Company's operations by segment is provided in Note 12.

        In October 2002, Aerojet acquired the assets of the General Dynamics Space Propulsion and Fire Suppression business for $93 million, including transaction costs.

        In May 2003, Aerojet entered into an agreement to acquire substantially all of the assets related to the propulsion business of Atlantic Research Corporation (ARC Propulsion), for $133 million. ARC Propulsion is a developer and manufacturer of advanced solid rocket propulsion systems, gas generators and auxiliary rocket motors for both space and defense applications. Completion of the acquisition is subject to standard regulatory and certain other government and lender approvals.

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2. Earnings Per Share of Common Stock

        A reconciliation of the numerator and denominator used to calculate basic and diluted earnings per share of common stock (EPS) is presented in the following table (dollar figures in millions, except per share amounts; shares in thousands):

		Six months ended May 31,
		2003		2002
Numerator for Basic EPS
	Income available to common shareholders	$	13	$	9
Numerator for Diluted EPS
	Income available to common shareholders	$	13	$	9
	Interest on convertible notes, net of income taxes		—		—
		$	13	$	9
Denominator for Basic EPS
	Weighted average shares of common stock outstanding		43,115		42,723
Denominator for Diluted EPS
	Weighted average shares of common stock outstanding		43,115		42,723
	Employee stock options		26		443
	Convertible notes		—		—
	Other		1		—
			43,142		43,166
Basic EPS		$	0.30	$	0.21
Diluted EPS		$	0.30	$	0.21

        The effect of a conversion of the Company's $150 million convertible subordinated notes into common stock was not included in the computation of diluted earnings per share for the six months ended May 31, 2003 and 2002, as the effect would be antidilutive for these periods. These notes are convertible at an initial conversion rate of 54.29 shares per $1,000 outstanding. Potentially dilutive securities not included in the diluted EPS calculation because they would be antidilutive include employee stock options of 3,209,000 and 660,000 employee stock options for the six months ended May 31, 2003 and 2002, respectively.

3. Stock Based Compensation

        As permitted by Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation and Statement of Financial Accounting Standards No. 148 (SFAS 148), Accounting for Stock-Based Compensation—Transition and Disclosure, the Company applies the existing accounting rules under APB Opinion No. 25, Accounting for Stock Issued to Employees, which provides that no compensation expense is charged for options granted at an exercise price equal to the market value of the underlying common stock on the date of grant. Had compensation expense for the Company's stock option plans been determined based upon the fair value at the grant date for awards

F-59

under these plans using market-based option valuation models, net income and the effect on net income per share would have been as follows (dollars in millions, except per share amounts):

		Six months ended May 31,
		2003			2002
Net income, as reported		$	13		$	9
Stock based compensation expense determined under fair value based method for all awards, net of related tax effects			(1	)		(1	)
Net income, pro forma		$	12		$	8
As reported
	Basic	$	0.30		$	0.21
	Diluted	$	0.30		$	0.21
Pro forma
	Basic	$	0.28		$	0.20
	Diluted	$	0.28		$	0.20

        Option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options and because changes in the input assumptions can materially affect the fair value estimate, it is the Company's opinion that the existing models do not necessarily provide a reliable single measure of the fair value of the employee stock options.

4. Inventories

		May 31, 2003			November 30, 2002
		(Millions)
Raw materials and supplies		$	32		$	32
Work-in-process			16			16
Finished goods			13			15
Approximate replacement cost of inventories			61			63
LIFO reserves			(4	)		(4	)
			57			59
Long-term contracts at average cost			182			164
Progress payments			(55	)		(56	)
	Inventories, net	$	184		$	167

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5. Property, Plant and Equipment

		May 31, 2003			November 30, 2002
		(Millions)
Land		$	51		$	50
Buildings and improvements			307			299
Machinery and equipment			761			708
Construction-in-progress			41			23
			1,160			1,080
Less: accumulated depreciation			(664	)		(599	)
	Property, plant and equipment, net	$	496		$	481

6. Other Current Liabilities

		May 31, 2003		November 30, 2002
		(Millions)
Accrued liabilities for goods and services		$	82	$	95
Advanced payments on contracts			8		6
Accrued compensation and employee benefits			40		37
Other postretirement benefits			29		29
Other			38		34
	Total other current liabilities	$	197	$	201

7. Long-term Debt

	May 31, 2003			November 30, 2002
	(Millions)
Revolving credit facility	$	45		$	45
Term Loan A		62			71
Term Loan B		114			115
Convertible subordinated notes		150			150
Other		27			6
Total debt		398			387
Less: amounts due within one year		(35	)		(22	)
Long term debt	$	363		$	365

F-61

        As of May 31, 2003, the borrowing limit under the revolving credit facility was $137 million, of which the Company had drawn down $45 million, and had outstanding letters of credit of $55 million.

        In March 2003, one of the Company's European subsidiaries entered into a $25 million credit facility to provide working capital for its European operations. This credit facility is secured by certain assets of the Company's European operations. As of May 31, 2003, $9 million was outstanding under this credit facility and is included as other long-term debt in the table above.

        The average interest rate on the outstanding balance of long term debt was 5.3 percent. As of May 31, 2003, the Company was in compliance with its long-term debt covenants.

Interest Rate Hedging

        The Company entered into interest rate "swap" agreements effective January 10, 2003 on $100 million of its variable rate term loan debt for a two year period. Under the "swap" agreements, the Company makes payments based on a fixed rate of 6.02 percent and receives a LIBOR based variable rate (5.04 percent as of May 31, 2003). The interest rate swaps are accounted for as cash flow hedges pursuant to Statement of Financial Accounting Standards No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities, and there was no material ineffectiveness recognized in earnings. As of May 31, 2003, the fair value of these swaps was a liability of $2 million included in other noncurrent liabilities with an offsetting amount recorded as an unrealized loss in other comprehensive income.

8. Commitments and Contingencies

a. Legal proceedings

Groundwater Cases

        Along with other industrial Potentially Responsible Parties (PRPs) and area water purveyors, Aerojet was sued in 17 cases by approximately 1,500 private plaintiffs residing in the vicinity of the defendants' manufacturing facilities in Sacramento, California, and the Company's former facility in Azusa, California. The Azusa cases have been coordinated for trial in Los Angeles, California. The Sacramento cases have been stayed at least through July 2003. The individual plaintiffs generally seek damages for illness, death, and economic injury allegedly caused by their ingestion of groundwater contaminated or served by defendants, without specifying actual damages. Aerojet and other industrial defendants involved in the litigation are the subject of certain investigations under The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and the Resource Conservation and Recovery Act (RCRA).

        The Azusa cases are proceeding under two master complaints and pretrial discovery is in process. Because California Public Utilities Commission (PUC) regulated water purveyors cannot be held liable if the water consumed met state and federal quality standards, the Company expects the trial court in Los Angeles will hold an evidentiary hearing to determine whether the PUC regulated water entity defendants served water in violation of state or federal drinking water standards.

        Aerojet has notified its insurers, retained outside counsel and intends to conduct a vigorous defense against all claims.

F-62

McDonnell Douglas Environmental Remediation Cost Recovery Dispute

        Aerojet and McDonnell Douglas Corporation (MDC), an operating unit of The Boeing Company, are engaged in a dispute in the U.S. District Court for the Eastern District of California regarding the environmental contamination of the Inactive Rancho Cordova Test Site (IRCTS). In 1961, IRCTS was transferred by Aerojet to a predecessor of MDC and was subsequently reacquired by Aerojet in 1984. An initial federal lawsuit filed by Aerojet against MDC in 1994 was settled in 1999 (1999 Settlement Agreement). Pursuant to the 1999 Settlement Agreement, Aerojet agreed to participate with MDC in the interim funding of certain remediation efforts at IRCTS, subject to a final cost allocation.

        In 2001, there was a disagreement between Aerojet and MDC regarding the interpretation of the 1999 Settlement Agreement. In December 2001, MDC filed a second lawsuit in federal court alleging that Aerojet breached the 1999 Settlement Agreement, McDonnell Douglas Corporation v. Aerojet-General Corporation, Case No. CIV-01-2245, U.S. District Court, E.D. CA. MDC sought to have Aerojet bear a fifty percent interim share (rather than the ten percent interim share accepted by Aerojet) of the costs of investigating and remediating offsite perchlorate groundwater contamination near Mather Field, allegedly associated with activities on IRCTS.

        In November 2002, Aerojet and MDC entered into discussions to settle the second lawsuit by renegotiating the temporary allocation of certain costs associated with the environmental contamination at IRCTS. While the parties have reached an agreement in principle to settle the allocation of the disputed costs associated with the environmental contamination at IRCTS, a formal and complete written agreement has not yet been completed.

Air Pollution Toxic Tort Cases

        Aerojet and several other defendants have been sued by private homeowners residing in the vicinity of Chino and Chino Hills, California. The cases have been consolidated and are pending in the U.S. District Court for the Central District of California—Baier, et al. v. Aerojet-General Corporation, et al., Case No. EDCV 00 618VAP (RNBx) CA; Kerr, et al. v. Aerojet-General Corporation, Case No. EDCV 01-19VAP (SGLx), and Taylor, et al. v. Aerojet-General Corporation, et al., Case No. EDCV 01-106 VAP (RNBx). Plaintiffs generally allege that defendants released hazardous chemicals into the air at their manufacturing facilities, which allegedly caused illness, death, and economic injury. Various motions have reduced the number of plaintiffs from 80 to 48. Discovery is proceeding in the cases. Aerojet has notified its insurers and is vigorously defending the actions.

Water Entity Cases

        In October 1999, Aerojet was sued by American States Water Company, a local water purveyor, and certain of its affiliates seeking damages, including unspecified past costs and replacement water for contaminated drinking water wells near Aerojet's Sacramento, California, manufacturing facility. American States Water Company, et al. v. Aerojet-General Corporation, et al., Case No. 99AS05949, Sacramento County Superior Court. The plaintiffs also sued the State of California for inverse condemnation. While both cases were consolidated in 2001, American States Water Company and the State of California recently entered into two separate settlement agreements to resolve the dispute. The court approved the settlements with the California State Water Resources Control Board and the Central Valley Regional Water Quality Control Board (Central Valley RWQCB). Aerojet recently filed a petition for writ of mandate with the Third District Court of Appeals seeking to overturn that

F-63

settlement. The petition was denied. The Company also filed a petition with the California Supreme Court seeking further review, which was also denied. Discovery is ongoing and trial is currently scheduled to commence in September of 2003.

        Separately, between April 2000 and October 2001, six local water agencies and water purveyors sued Aerojet and other defendants to recover damages relating to alleged contamination of drinking water wells in the Baldwin Park Operable Unit (BPOU) of the San Gabriel Basin Superfund site (BPOU drinking water well lawsuits). The plaintiffs included the San Gabriel Basin Water Quality Authority, the Upper San Gabriel Valley Municipal Water District, the Valley County Water District (Valley), the California Domestic Water Co. and San Gabriel Valley Water Company who were seeking, among other things, funding for a water treatment plant at the La Puente Valley County Water District (La Puente) well field. In January 2001, Aerojet and certain other cooperating potentially responsible parties (PRPs) reimbursed these plaintiffs and one other funding agency $4 million for the cost of the treatment plant. Since that time, Aerojet and the cooperating PRPs have continued to pay all operating and related costs for treatment at the La Puente site. The plaintiffs also sued to recover past costs in placing treatment facilities at the Big Dalton well site in the San Gabriel Basin. Plaintiffs claimed that Aerojet was responsible for contamination of their drinking water wells. While Aerojet was served in the case filed by Valley, the case has been inactive. The primary claim in these cases is for the recovery of past and future CERCLA response costs for treatment plants at plaintiffs' well sites.

        All of the BPOU drinking water well lawsuits were settled and dismissed by the plaintiffs without prejudice on or about September 16, 2002 in accordance with a settlement described as the Project Agreement and more fully discussed below under the heading "San Gabriel Valley Basin, California." The settlement of plaintiffs' claims was approved by the United States Environmental Protection Agency (EPA). The settlement agreement requires the cooperating PRPs to fund the construction, maintenance and operation of certain water treatment facilities and to reimburse certain costs of the various water purveyors. As a consequence, all the past cost claims in those actions were settled and released. Aerojet and other cooperating PRPs intend to seek recovery from those PRPs who did not participate in the settlement.

        In October 2002, Aerojet, along with approximately 60 other individual and corporate defendants, was served with four civil suits filed in the U.S. District Court for the Central District of California that seek recovery of costs allegedly incurred in response to the contamination present at the South El Monte Operable Unit (SEMOU) of the San Gabriel Valley Superfund site. The cases are denominated as follows: The City of Monterey Park v. Aerojet-General Corporation, et al., (CV-02-5909 ABC (RCx)); San Gabriel Basin Water Quality Authority v. Aerojet-General Corporation, et al.,(CV-02-4565 ABC (RCx)); San Gabriel Valley Water Company v. Aerojet-General Corporation, et al., (CV-02-6346 ABC (RCx)) and Southern California Water Company v. Aerojet-General Corporation, et al., (CV-02-6340 ABC (RCx)). The cases have been coordinated for ease of administration by the court. Aerojet filed its answer to the complaint filed by the San Gabriel Valley Water Quality Authority and motions to dismiss the other three complaints. The court ruled on Aerojet's motions to dismiss, and dismissed several alleged causes of action in such complaints. The remaining claims are based upon allegations of discharges from a former site in the El Monte area, as more fully discussed below under the heading "San Gabriel Valley Basin, California—South El Monte Operable Unit." Aerojet is vigorously defending the actions as its investigations do not identify a credible connection between the contaminants identified by the water entities in the SEMOU and those detected at Aerojet's former

F-64

facility located in El Monte, California, near the SEMOU (East Flair Drive site). Aerojet has notified its insurers of these claims.

Vinyl Chloride Toxic Tort Cases

        Between the early 1950's and 1985, GenCorp produced polyvinyl chloride (PVC) resin at its former Ashtabula, Ohio facility. PVC is the most common form of plastic currently on the market. A building block compound of PVC is vinyl chloride (VC), now listed as a known carcinogen by several governmental agencies. OSHA has strictly regulated workplace exposure to VC since 1974.

        Since the mid-1990's, GenCorp has been named in 23 toxic tort cases involving alleged exposure to VC. Thirteen of these cases were filed during 2002. With the exception of one case brought by the family of a former Ashtabula employee, GenCorp is alleged to be a "supplier/manufacturer" of PVC and/or a civil co-conspirator with other VC and PVC manufacturers. Plaintiffs generally allege that GenCorp suppressed information about the carcinogenic risk of VC to industry workers, and placed VC or PVC into commerce without sufficient warnings. Of these 23 cases, ten have been settled or dismissed on terms favorable to the Company, including the case where GenCorp was the employer. During 2002, one case was dismissed because the plaintiff could not establish any evidence of VC exposure. One case was dismissed in 2003 on statute of limitations grounds. The plaintiff in that case has appealed the dismissal.

        Of the remaining thirteen pending cases, there are four cases which allege VC exposure through various aerosol consumer products. In these cases, VC is alleged to have been used as an aerosol propellant during the 1960's, and the suits name numerous consumer product manufacturers, in addition to more than 30 chemical manufacturers. GenCorp used VC internally, but never supplied VC for aerosol or any other use. The other nine cases involve employees at VC or PVC facilities which had no connection to GenCorp. The complaints assert GenCorp's involvement in the alleged conspiracy in these cases stems from GenCorp's membership in trade associations. GenCorp is vigorously defending against all claims in these cases.

Asbestos Litigation

        Over the years, both GenCorp and Aerojet have from time to time been named as defendants in lawsuits alleging personal injury or death due to exposure to asbestos in building materials or in manufacturing operations. The lawsuits have been filed throughout the country, with the majority filed in Northern California. Since 1998, more than 50 of these asbestos lawsuits have been resolved, with the majority being dismissed and many being settled for less than $30 thousand each. Approximately 25 asbestos cases are currently pending.

        In November 2002, a jury verdict against Aerojet in the amount of approximately $5 million in the Circuit Court of the City of St. Louis, Missouri, led to a judgment of approximately $2 million after setoff. Goede et al. v. Chesterton Inc., Case No. 012-9428, Circuit Court, City of St. Louis, MO. The $3 million setoff was based on plaintiffs' settlements with other defendants. Post-trial motions filed by Aerojet and the plaintiffs were denied by the trial court. Aerojet has filed a notice of appeal and will be asking the appellate court to vacate the judgment and order a new trial based on, among other things, the trial court's actions during trial that denied Aerojet the opportunity to introduce testimony from certain witnesses and certain evidence at trial. Briefing on the appeal will commence later this summer. Plaintiffs have also appealed and are seeking a new trial to recover punitive damages.

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Wotus, et al. v. GenCorp Inc. and OMNOVA Solutions Inc.

        In October 2000, a group of hourly retirees filed a federal lawsuit against GenCorp and OMNOVA Solutions Inc. (OMNOVA) disputing certain retiree medical benefits. Wotus, et al. v. GenCorp Inc., et al., U.S.D.C., N.D. OH (Cleveland, OH), Case No. 5:00-CV-2604. The retirees seek rescission of the then current Hourly Retiree Medical Plan established in the Spring of 1994, and the reinstatement of the prior plan terms. The crux of the dispute relates to union and GenCorp negotiated modifications to retiree benefits that, in exchange for other consideration, now require retirees to make benefit contributions as a result of caps on Company-paid retiree medical costs implemented in the Fall of 1993. A retiree's failure to pay contributions results in a termination of benefits.

        The plaintiffs are seeking class action status. The trial court has not yet ruled on the class action certification. The putative class representatives currently consist of four hourly retirees from the Jeannette, Pennsylvania facility of OMNOVA, the company spun-off from GenCorp on October 1, 1999, two hourly retirees from OMNOVA's former Newcomerstown, Ohio facility, and three hourly retirees from GenCorp's former tire plants in Akron, Ohio, Mayfield, Kentucky, and Waco, Texas. The putative class encompasses all eligible hourly retirees formerly represented by the unions URW or USWA. The unions, however, are not party to the suit and have agreed not to support such litigation pursuant to an agreement negotiated with GenCorp. GenCorp prevailed in a similar class action filed in 1995, arising at its Wabash, Indiana location. Divine, et al. v. GenCorp Inc., U.S.D.C., N.D. IN (South Bend, IN), Case No. 96-CV-0394-AS.

        Plaintiff retirees and the defendants filed cross-motions for summary judgment which were denied on December 20, 2002. In February 2003, the court approved a case management plan and discovery will proceed throughout most of 2003.

        GenCorp has given notice to its insurance carriers and intends to vigorously defend against the retirees' claims. OMNOVA has requested defense and indemnification from GenCorp regarding this matter. GenCorp has denied this request. OMNOVA's defense and indemnification claims will likely be decided through binding arbitration pursuant to agreements entered into during the GenCorp-OMNOVA spin-off in 1999. GenCorp and OMNOVA have exchanged letters to initiate the arbitration process and are in the process of selecting an arbitrator.

Olin Corporation v. GenCorp Inc.

        In August 1991, Olin Corporation (Olin) advised GenCorp that under a 1962 manufacturing agreement with Olin (1962 Agreement), it believed GenCorp to be jointly and severally liable for certain Superfund remediation costs, estimated by Olin to be $70 million. The costs are associated with a former Olin manufacturing facility and its waste disposal sites in Ashtabula County, Ohio. In 1993, GenCorp sought a declaratory judgment in federal court (Ohio Court) that the Company is not responsible for such environmental remediation costs. Olin counterclaimed seeking a judgment that GenCorp is jointly and severally liable for a share of remediation costs. Olin v. GenCorp Inc., Case No. 5:93CV2269, U.S. District Court, N.D. Ohio. GenCorp argued and asserted as a defense to Olin's counterclaim that under the terms of the 1962 Agreement Olin had a contractual obligation to insure against environmental and other risks and that its failure to protect such insurance payments under these policies precluded Olin from recovery against GenCorp for these remediation costs. Further, GenCorp argued that any failure on Olin's part to comply with the terms of such insurance policies would result in GenCorp being entitled to breach of contract remedies resulting in a reduction in any

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CERCLA liability amounts determined to be owed to Olin that would have otherwise been recovered from Olin's insurance carriers (Reduction Claims).

        In 1999, the Ohio Court rendered an interim decision on CERCLA liability. The Ohio Court found GenCorp 30 percent liable and Olin 70 percent liable for remediation costs at "Big D Campground" landfill (Big D site). The Ohio Court also found GenCorp 40 percent liable and Olin 60 percent liable for remediation costs, including costs for off-site disposal (other than the Big D site) and costs attributable to contamination at the Olin TDI facility, a plant built and operated by Olin on GenCorp property near the Big D site. On May 9, 2002, the Ohio Court issued a memorandum opinion stating that it intended to enter a judgment in Olin's favor in the amount of approximately $19 million, plus prejudgment interest against GenCorp, for CERCLA contribution liability. In that same opinion, the Ohio Court deferred concluding whether and to what extent GenCorp would be entitled to receive a credit against its CERCLA contribution liability based on the Company's Reduction Claims against Olin, pending the outcome of Olin's litigation against its insurance carriers for coverage under Olin's insurance policies.

        The Company has appealed its CERCLA contribution liability. The Company believes that it is not directly or indirectly liable as an arranger for Olin's waste disposal at the Big D site and that it did not either actively control Olin's waste disposal choices or operate the plant on a day-to-day basis. Outside counsel have advised the Company that many aspects of the Company's appeal of its CERCLA liability have considerable merit. Management believes it will prevail on appeal.

        Irrespective of the outcome of its appeal, the Company believes it has contractual protection against Olin's claims by virtue of Olin's obligations to procure and protect insurance. The Ohio Court had previously resolved that pursuant to the terms of the 1962 Agreement, it was Olin's contractual obligation to obtain insurance coverage, and the evidence adduced during the litigation showed that Olin had in place insurance coverage during the period in question in the amount of $40 million to $50 million.

        On September 5, 2002, Olin advised the Ohio Court and GenCorp that on August 27, 2002, the U.S. District Court for the Southern District of New York (NY Court) had ruled Olin failed to protect its right to payments under its insurance policies for the Big D site. The NY Court based its ruling on the fact that Olin had failed to timely notify its insurance carriers of its claims. Olin also informed the Ohio Court it would appeal the NY Court decision and pressed the Ohio Court to enter judgment.

        If the NY Court decision is affirmed on Olin's appeal, the Ohio Court could rule in GenCorp v. Olin Corporation in one of two ways: (a) it could find that Olin's late notice constituted a breach of its obligation under the 1962 Agreement to protect the insurance; or (b) it could conclude that Olin's conduct does not fully reduce GenCorp's liability. If the Ohio Court rules that Olin's late notice is a breach of the 1962 Agreement, the question will become a determination of the damages suffered by GenCorp as a result of the breach. GenCorp has argued that the proper measure of damages is the coverage limits of the policies that Olin forfeited—an amount in this case that is more than sufficient to cover GenCorp's entire liability.

        On September 13, 2002, GenCorp filed a motion asking the Ohio Court to reconsider its decision to enter judgment for Olin, or in the alternative, to consider GenCorp's Reduction Claims that could result in a ruling in favor of GenCorp. The parties exchanged briefs on these issues.

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        The Ohio Court issued a memorandum opinion and judgment order on November 21, 2002 entering "final" judgment in favor of Olin in the amount of approximately $19 million plus prejudgment interest in the amount of approximately $10 million. However, the Ohio Court did not decide GenCorp's Reduction Claims against Olin, but did state that two matters related to the Company's Reduction Claims were "pivotal" to the ultimate determination of this case: (i) whether there was an insurable event upon which Olin could recover had Olin complied with the applicable contract provisions and (ii) whether GenCorp is entitled to receive a credit based on Olin's failure to provide timely notice that foreclosed insurance recovery. The Ohio Court further determined that GenCorp's Reduction Claims "are held in abeyance pending the resolution of [Olin's] appeal in the New York insurance litigation." Management has been advised by outside counsel that GenCorp's recovery on its Reduction Claims could range from a nominal amount to an amount sufficient to reduce the judgment against GenCorp in its entirety.

        Outside counsel to the Company advised that because the Ohio Court's opinion and judgment was based on the 1962 Agreement and because the Ohio Court failed to resolve GenCorp's Reduction Claims against Olin, it was likely that the decision and order issued by the Ohio Court on November 21, 2002 would not be considered a final judgment. Consequently, and in reliance upon its outside counsel, the Company believed that it was not likely that a final judgment giving rise to liability had actually occurred. The Company filed its notice of appeal, in any event, to preserve its appellate rights. Given Olin's contractual obligation to have obtained and complied with the terms of its insurance policies and the NY Court's finding that Olin failed to give proper notice of a claim under these insurance policies, neither management nor outside counsel could then, or at this time, estimate the possible amount of liability arising from this case, if any.

        In addition to several procedural motions pending before the Ohio Court since early December 2002, GenCorp asked the Ohio Court to waive the standard bond requirement and stay any attempt to execute on the Ohio Court's judgment pending appeal. Olin opposed the stay, but stated it would not oppose a stay if GenCorp posted the normal supersedeas bond. On January 22, 2003, the Ohio Court denied all pending motions and issued a Judgment Order stating the case was "terminated" on the Ohio Court's docket. However, in its Memorandum Opinion and Order of the same date, the Ohio Court stated "[w]hether there was an insurable event upon which Olin would have been entitled to recovery had it provided its insurers with timely notice... and... whether GenCorp is entitled to credit based upon Olin's omission which foreclosed insurance recovery for Big D, remain unresolved."

        GenCorp filed its notice of appeal on December 20, 2002. In light of the Ohio Court's January 22, 2003 judgment and the accompanying opinion, on January 27, 2003, GenCorp filed a motion to dismiss its appeal on the grounds that the November 21, 2002 and January 22, 2003 orders and judgments were not final. The Company sought an appellate ruling that in effect would have directed the Ohio Court to address GenCorp's Reduction Claims before entering any final judgment. In addition, GenCorp had motions pending which asked: (i) the appellate court to stay execution without bond pending action on GenCorp's appeal; and (ii) the Ohio Court to accept a letter of credit in lieu of bond should a bond be required. Olin opposed both. GenCorp's motions were denied by the Sixth Circuit Court of Appeals on February 13, 2003. GenCorp posted a bond and initiated an appeal of the Ohio Court's partial judgment in the Sixth Circuit, rather than seek further review of the finality issue at that time. The parties have negotiated the appeal briefing schedule. GenCorp's Reduction Claims portion of the case is on hold pending action by the Second Circuit Court of Appeals on Olin's appeal of the August 27, 2002 judgment in favor of its insurance carriers as described above.

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        In summary, while the Ohio Court has found the Company liable to Olin for a CERCLA contribution payment, the Company has concluded it is not currently appropriate to accrue any additional amount related to that finding because: (a) the Company previously accrued the entire amount of its estimated potential liability for contamination at the Olin TDI facility and related offsite contamination, except for disposal at the Big D site; (b) the Company believes it will prevail on appeal on the basis that it is not derivatively or directly liable as an arranger for disposal at the Big D site, both as a matter of fact and as supported by other case law; and (c) irrespective of whether, upon exhausting all avenues of appeal, there is a finding of CERCLA liability, the Company believes that: (i) if Olin prevails in its appeal of the NY Court ruling, the Company will make no payment to Olin; or (ii) if Olin fails in its appeal, that Olin's breach of its contractual obligations to provide insurance will result in a reduction in or elimination of some or all of such liability, and for all these reasons, the possible amount of additional liability arising from this case, if any, cannot be established at this time.

Other Legal Matters

        The Company and its affiliated companies are subject to other legal actions, governmental investigations, and proceedings relating to a wide range of matters in addition to those discussed above. In the opinion of the Company, after reviewing the information that is currently available with respect to such matters and consulting with the Company's counsel, any liability which may ultimately be incurred with respect to these other matters is not expected to materially affect the consolidated financial condition of the Company. The effect of the resolution of these matters on results of operations cannot be predicted because any such effect depends on both future results of operations and the amount and timing of the resolution of such matters.

b. Environmental Matters

Sacramento, California

        In 1989, a federal district court in California approved a Partial Consent Decree (Decree) requiring Aerojet to conduct a Remedial Investigation/Feasibility Study (RI/FS) of Aerojet's Sacramento, California site. The Decree required Aerojet to prepare a RI/FS report on specific environmental conditions present at the site and alternatives available to remediate such conditions. Aerojet also is required to pay for certain governmental oversight costs associated with Decree compliance. Beginning in the mid 1990's, the State of California expanded its surveillance of perchlorate and nitrosodimethylamine (NDMA). Under the RI/FS, traces of these chemicals were detected using new testing protocols in public water supply wells near Aerojet's Sacramento site.

        Aerojet has substantially completed its efforts under the Decree to determine the nature and extent of contamination at the facility. Aerojet has preliminarily identified the technologies that will likely be used to remediate the site and has estimated costs using generic remedial costs from Superfund remediation databases. Aerojet will continue to conduct feasibility studies to refine technical approaches and costs to remediate the site. The remediation costs are principally for design, construction, enhancement and operation of groundwater and soil treatment facilities, ongoing project management and regulatory oversight, and are expected to be incurred over a period of approximately 15 years. Aerojet is also addressing groundwater contamination both on and off its facilities through the development of operable unit feasibility studies. On August 19, 2002, the U.S. Environmental Protection Agency (EPA) issued an administrative order requiring Aerojet to implement the EPA

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approved remedial action for the Western Groundwater Operable Unit. A nearly identical order was issued by the California Regional Water Quality Control Board, Central Valley (Central Valley RWQCB). A discussion of Aerojet's efforts to estimate these costs is contained below under the heading "Environmental Reserves and Estimated Recoveries."

        On April 15, 2002, the United States District Court approved and entered a Stipulation and Order Modifying the Partial Consent Decree (Stipulation and Order). Among other things, the Stipulation and Order removed approximately 2,600 acres of Aerojet's property from the requirements of the Decree and from the Superfund site designation, enabling the Company to put the 2,600 acres to more productive use. The Stipulation and Order (i) requires GenCorp to provide a guarantee of up to $75 million (in addition to a prior $20 million guarantee) to assure that remediation activities at the Sacramento site are fully funded; (ii) requires Aerojet to provide a short-term and long-term plan to replace lost water supplies; and (iii) divides the Superfund site into "Operable Units" to allow Aerojet and the regulatory agencies to more efficiently address and restore priority areas. For the first three years of the Stipulation and Order, the new guarantee is partially offset by financial assurances provided in conjunction with the Baldwin Park Operable Unit (BPOU) agreement (discussed below). Obligations under the $75 million aggregate guarantee are limited to $10 million in any fiscal year. Both the $75 million aggregate guarantee and the $10 million annual limitation are subject to adjustment annually for inflation.

        Aerojet leased a portion of its Sacramento facility to Douglas Aircraft for rocket assembly and testing from 1957 to 1961 and sold approximately 3,800 acres, including the formerly leased portion, to Douglas Aircraft in 1961. Aerojet reacquired the property known as IRCTS from MDC, the successor to Douglas Aircraft and now an operating unit of The Boeing Company, in 1984. Both MDC and Aerojet were ordered to investigate and remediate environmental contamination by certain orders issued in 1991 and 1994 by the California Department of Toxic Substance Control (DTSC) and a similar 1997 order of the Central Valley RWQCB. Aerojet filed suit against MDC to recover costs Aerojet incurred resulting from compliance with the orders. Aerojet-General Corporation v. McDonnell Douglas Corporation, et al., Case No. CVS 94-1862 WBS JFM. In 1999, Aerojet and MDC entered into a settlement agreement to allocate responsibility for a portion of the costs incurred under the orders and to negotiate responsibility for the remaining costs. On December 7, 2001, MDC brought suit against Aerojet in the U.S. District Court for the Eastern District of California alleging breach of the settlement agreement and seeking specific performance and declaratory relief. McDonnell Douglas Corporation v. Aerojet-General Corporation, Civ.S-01-2245. The alleged breach involves interpretation of the 1999 settlement agreement and subsequent cost sharing agreement between MDC and Aerojet pertaining to contribution by each company toward investigation and remediation costs ordered by the DTSC and the Central Valley RWQCB. DTSC and the Central Valley RWQCB issued their orders alleging both companies were responsible for environmental contamination allegedly existing at and migrating onto and from the IRCTS site, an approximately 3,800 acre portion of Aerojet's approximately 12,000 acre Sacramento facility.

        Aerojet and MDC have tentatively agreed to a settlement of the second lawsuit by establishing new temporary allocations of costs, subject to final allocation. While the parties have reached an agreement in principle, a formal written agreement has not been finalized. The Company expects this agreement to be finalized in the near future.

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San Gabriel Valley Basin, California

Baldwin Park Operable Unit

        Aerojet, through its former Azusa, California site, was named by the EPA as a PRP in the portion of the San Gabriel Valley Superfund Site known as the Baldwin Park Operable Unit. A Record of Decision (ROD) regarding regional groundwater remediation was issued and Aerojet and 18 other PRPs received Special Notice Letters requiring groundwater remediation. All of the Special Notice Letter PRPs are alleged to have been a source of volatile organic compounds (VOCs). Aerojet's investigation demonstrated that the groundwater contamination by VOCs is principally upgradient of Aerojet's former property and that lower concentrations of VOC contaminants are present in the soils of Aerojet's former property. The EPA contends that of the 19 PRPs identified by the EPA, Aerojet is one of the four largest sources of VOC groundwater contamination at the BPOU. Aerojet contests the EPA's position regarding the source of contamination and the number of responsible PRPs.

        In May 1997, as a result of the development of more sensitive measuring methods, perchlorate was detected in wells in the BPOU. NDMA was also detected using newly developed measuring methods. Suspected sources of perchlorate include Aerojet's solid rocket development and manufacturing activities in the 1940's and 1950's, military ordnance produced by another company at a facility adjacent to the Aerojet facilities in the 1940's, the burning of confiscated fireworks by local fire departments, and fertilizer used in agriculture. NDMA is a suspected byproduct of liquid rocket fuel activities by Aerojet in the same time period. NDMA is also a contaminant in cutting oils used by many businesses and is found in many foods. In addition, a chemical known as 1,4 dioxane is present and is being treated at the BPOU. Aerojet may be a minor contributor of this chemical.

        On June 30, 2000, the EPA issued a Unilateral Administrative Order (UAO) ordering the PRPs to implement a remedy consistent with the ROD, but still encouraging the PRPs to attempt to negotiate an agreement with the local purveyors. The PRPs agreed to comply.

        On November 23, 1999, the California Regional Water Quality Control Board, Los Angeles Region (Los Angeles RWQCB) issued orders to Aerojet and other PRPs to conduct groundwater investigations on their respective sites. As a result, the Los Angeles RWQCB ordered Aerojet to conduct limited soil gas extraction, which Aerojet is implementing, and to evaluate remedies for perchlorate contamination in soils.

        Following extended negotiations, Aerojet, along with seven other PRPs (collectively, the "Cooperating Respondents") signed a Project Agreement in late March 2002 with Water Quality Authority, Watermaster, Valley County Water District, La Puente Valley Water District, San Gabriel Valley Water Company, Suburban Water Systems and California Domestic Water Company (collectively, the "Water Entities"). The Project Agreement became effective on May 9, 2002, following approval by a California Superior Court and the finalization of policy language on the $100 million Baldwin Park Operable Unit Manuscript Environmental Site Liability Policy from Chubb Custom Insurance Company covering certain Project risks.

        The basic structure of the Project Agreement is for the Cooperating Respondents to fund and financially assure (in the form of cash or letters of credit) the cost of certain treatment and water distribution facilities to be owned and operated by the Water Entities. Actual funding would be provided by funds placed in escrow at the start of each three-month period to cover anticipated costs for the succeeding quarter.

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        The Cooperating Respondents will also fund operation and maintenance of treatment facilities (not including ordinary operating expenses of the Water Entities, certain costs for replacement water that may be incurred by such Water Entities and related administrative costs, (collectively, "O&M Costs")). The Cooperating Respondents are required to maintain sufficient financial assurance to cover the estimated O&M Costs for two years. Actual payments for O&M Costs would be made at the start of each three-month period to cover anticipated costs for the succeeding six-month period. When fully constructed, six treatment facilities will be treating in excess of 25,000 gallons per minute for the purposes of ROD implementation and providing a potable water supply. The Project Agreement has a term of 15 years. The Project Agreement also settles the past environmental claims of the Water Entities.

        Aerojet and the other Cooperating Respondents have entered into an interim allocation agreement that establishes the interim payment obligations of Aerojet and the remaining Cooperating Respondents for the costs of the Project Agreement. Aerojet anticipates that the Cooperating Respondents may seek to mediate final allocation, but, if unsuccessful, litigation could occur. Under the interim allocation, Aerojet is responsible for approximately two-thirds of all project costs, pending completion of any allocation proceeding. All project costs are subject to reallocation among the Cooperating Respondents.

        A significant amount of public funding is available to offset project costs. To date, Congress has appropriated approximately $40 million (so called Title 16 and Dreier funds), which is potentially available for payment of project costs. All such funding will require Water Quality Authority (WQA) action to allocate funds to the project, which the WQA is currently considering. Based upon WQA preliminary actions to date, Aerojet anticipates that approximately $25 million of the funding will have been allocated to the project by the end of 2003 and that additional funds may follow in later years.

        As part of the EIS sale to Northrop in October 2001, the EPA approved a Prospective Purchaser Agreement with Northrop to absolve it of pre-closing liability for contamination caused by the Azusa facility, which liability will remain with Aerojet. As part of that agreement, Aerojet agreed to put $40 million into an irrevocable escrow for the BPOU project to fund Aerojet's obligations under the Project Agreement. In addition, GenCorp agreed to provide a $25 million guarantee of Aerojet's obligations under the Project Agreement. During the first three years of the Project Agreement, the GenCorp guarantee is partially offset by other financial assurances provided in conjunction with the Project Agreement.

        As part of the agreement to sell the EIS business to Northrop, Aerojet paid the EPA $9 million to be offset against Aerojet's share of the EPA's total claimed past costs (EPA now claims past costs are approximately $28 million). A very substantial share of the EPA's past costs related to the period prior to 1997 when the sole contamination being considered involved VOCs. Aerojet believes that it is responsible for less than ten percent of these costs. As a result, in the allocation with the other PRPs, Aerojet will seek to recover a significant portion of the $9 million paid to the EPA from the other PRPs. Unresolved at this time is the issue of California's past costs which were last estimated at approximately $4 million.

        Aerojet intends to defend itself vigorously to assure that it is appropriately treated with other PRPs and that costs of any remediation are properly allocated among all PRPs. Aerojet has notified its insurers and is pursuing claims under its insurance policies.

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        On November 9, 2001, GenCorp received a General Notice Letter from the EPA asserting that GenCorp is a PRP for the BPOU. This General Notice Letter was received more than ten years after the General Notice given to GenCorp's subsidiary, Aerojet. The EPA alleged that in the 1940's and early 1950's GenCorp, then known as The General Tire & Rubber Company, participated in a joint venture with Aerojet Engineering Corporation, now known as Aerojet-General Corporation, sharing 50 percent of the profits on certain U.S. Navy contracts for JATO rockets and that it had some role in managing the joint venture at the Azusa facility. The EPA is factually incorrect; at all times, Aerojet was the sole party that owned or operated the Azusa site during the early production of the JATO rockets. GenCorp strongly disagrees with the EPA's PRP designation and plans to resist the designation at every level possible.

        On February 28, 2002, the EPA issued a unilateral First Amended Administrative Order For Remedial Design and Remedial Action (Amended Order) for the BPOU. The Amended Order does not materially alter the obligations of Aerojet under the earlier UAO; however, the Amended Order names GenCorp as a Respondent on the basis of the allegations made in the General Notice Letter. The Amended Order does not require GenCorp to undertake any action unless Aerojet fails to perform its obligations under the UAO. It states that GenCorp is being added to the Amended Order "as a backup" to Aerojet's performance, and it provides that GenCorp is deemed to be in compliance with the Amended Order on the effective date of the Amended Order. The EPA has not claimed since the effective date that GenCorp has any current obligation under the order. Because GenCorp does not believe it was properly designated a PRP at the site, the Company would contest should the EPA claim action is required.

South El Monte Operable Unit

        On December 21, 2000, Aerojet received an order from the Los Angeles RWQCB requiring a work plan for investigation of Aerojet's former El Monte facility. On January 22, 2001, Aerojet filed an appeal of the order with the Los Angeles RWQCB asserting selective enforcement. The appeal had been held in abeyance pending negotiations with the Los Angeles RWQCB, but due to a two-year limitation on the abeyance period, the appeal was dismissed without prejudice. In March 2001, Aerojet submitted a limited work plan to the Los Angeles RWQCB. On February 21, 2001, Aerojet received a General Notice Letter from the EPA Region IX naming Aerojet as a PRP to the SEMOU of the San Gabriel Valley Superfund site. Aerojet continues to negotiate with the Los Angeles RWQCB for a limited investigation of this former facility. Aerojet has begun the process of obtaining access agreements should the Los Angeles RWQCB approve Aerojet's work plan. Because its appeal was dismissed without prejudice, Aerojet may refile its appeal if negotiations with the Los Angeles RWQCB are unsuccessful.

        On April 1, 2002, Aerojet received a special notice letter from the EPA (dated March 28, 2002) that requested Aerojet to enter into negotiations with the EPA regarding the performance of a remedial design and remedial action for the SEMOU. In light of this letter, Aerojet performed a limited site investigation of the East Flair Drive Site. The data collected and summarized in the Field Investigation Report showed that chemicals including TCE and PCE were present in the soil and groundwater at and near the East Flair Drive Site. The Field Investigation Report also showed that the hydraulic gradient at the East Flair Drive Site is oriented toward the northeast. This finding indicates that the site is not a likely source of contamination at the SEMOU, as the ground water flow at the site is away from the SEMOU and not toward it. Given the data indicating that the East Flair Drive

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Site is not a source of the contamination at the SEMOU, Aerojet requested that the EPA reconsider its issuance of the SEMOU special notice letter.

        To date, Aerojet has not received a response to the Field Investigation Report from the EPA. In early May 2003, Aerojet received a response from the Los Angeles RWQCB and has subsequently held several meetings with the Los Angeles RWQCB regarding the work plan. Aerojet also continues to work cooperatively with the EPA regarding the SEMOU.

        Aerojet has been served with four civil suits filed in the U.S. District Court for the Central District of California that seek recovery of costs allegedly incurred in response to the contamination present at the SEMOU.

Other Sites

        The Company has studied remediation alternatives for its closed Lawrence, Massachusetts facility, which was primarily contaminated with PCBs, and has begun site remediation and off-site disposal of debris. As part of these remediation efforts, the Company is working with local, state and federal officials and regulatory agencies to return the property to a beneficial use. The time frame for the remediation and redevelopment project is currently estimated to range from two to four years.

        The Company is also currently involved, together with other companies, in approximately 22 other Superfund and non-Superfund remediation sites. In many instances, the Company's liability and proportionate share of costs have not been determined largely due to uncertainties as to the nature and extent of site conditions and the Company's involvement. While government agencies frequently claim PRPs are jointly and severally liable at such sites, in the Company's experience, interim and final allocations of liability costs are generally made based on relative contributions of waste. Based on the Company's previous experience, its allocated share has frequently been minimal, and in many instances, has been less than one percent. Also, the Company is seeking recovery of its costs from its insurers.

Environmental Reserves and Estimated Recoveries

(i) Reserves

        The Company periodically conducts complete reexaminations of estimated future remediation costs that could be incurred by the Company. These periodic reexaminations take into consideration the investigative work and analysis of the Company's engineers, engineering studies performed by outside consultants, and the advice of its legal staff and outside attorneys regarding the status and anticipated results of various administrative and legal proceedings. In most cases only a range of reasonably possible costs can be estimated. In establishing the Company's reserves, the most probable estimated amount is used when determinable and the minimum is used when no single amount is more probable.

        A summary of the Company's environmental reserve activity for the six months ended May 31, 2003, is shown below (in millions):

	November 30, 2002		Expenditures		May 31, 2003
Aerojet	$	318	$	14	$	304
Other Sites		22		2		20
Total	$	340	$	16	$	324

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(ii) Estimated Recoveries

        Pursuant to a 1997 Agreement in Principle with the U.S. government which was implemented in 1999 (Global Settlement), up to 88 percent of the environmental costs associated with Aerojet's Sacramento site and its former Azusa site, can be recovered through the establishment of prices for Aerojet's products and services sold to the U.S. government. The Global Settlement contemplates that the cost sharing ratio will continue for a number of years. The ability of Aerojet to continue recovering these costs from the U.S. government depends on Aerojet's sustained business volume under U.S. government contracts.

        In conjunction with the sale of a business by Aerojet to Northrop Grumman Corporation (Northrop), Northrop will reimburse Aerojet for 50 percent of environmental expenditures eligible for recovery under the Global Settlement. Amounts reimbursed are subject to annual limitations, with excess amounts carrying over to subsequent periods. As of May 31, 2003, $173 million in potential future reimbursements was available over the remaining life of the agreement.

        Estimated recoveries from the U.S. government and others for environmental remediation costs totaled $220 million at May 31, 2003 and $232 million at November 30, 2002

        The effect of the final resolution of environmental matters and the Company's obligations for environmental remediation and compliance cannot be accurately predicted due to the uncertainty concerning both the amount and timing of future expenditures. The Company believes, on the basis of presently available information, that the resolution of environmental matters and the Company's obligations for environmental remediation and compliance will not have a material adverse effect on the Company's results of operations, liquidity or financial condition. The Company will continue its efforts to mitigate past and future costs through pursuit of claims for recoveries from insurance coverage and other PRPs and continued investigation of new and more cost effective remediation alternatives and associated technologies.

9. Arrangements with Off-Balance Sheet Risk

        As of May 31, 2003, obligations required to be disclosed in accordance with FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of the Indebtedness of Others consisted of:

•

$55 million in outstanding commercial letters of credit expiring in 2003 and 2004 and securing obligations for environmental remediation, insurance coverage and litigation.



•

Up to $120 million aggregate in guarantees by GenCorp of Aerojet's obligations to government agencies for environmental remediation activities, subject to partial offsets for other financial assurances provided in conjunction with these obligations. (See Note 8(b).)



•

$36 million in guarantees by GenCorp of bank lines of credit of its subsidiaries.



•

Guarantees, jointly and severally with its subsidiaries, of GenCorp's obligations under its bank credit agreements. (See Note 7.)

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10. Shareholders' Equity

        On March 26, 2003, the Company's Board of Directors declared a quarterly dividend of $0.03 per share on the Company's $0.10 par value common stock. The dividend was paid on May 30, 2003.

11. Accumulated Other Comprehensive Income, Net of Income Taxes

        Comprehensive income encompasses net income and other comprehensive income items, which includes all other non-owner transactions and events that change shareholders' equity. The Company's other comprehensive income includes the effects of foreign currency translation adjustments and the change in the fair value of interest rate swaps (See Note 7). The components of other comprehensive income and the related income tax effects are presented in the following table:

		Six months ended May 31,
		2003			2002
		(Millions)
Net income		$	13		$	9
Other comprehensive income, net of income taxes:
Effects of foreign currency translation adjustments			40			10
Change in fair value of interest rate swap			(2	)		—
	Total comprehensive income	$	51		$	19

12. Operating Segments and Related Disclosures

        The Company's continuing operations are organized into three segments based on different products and customer bases: GDX Automotive, Aerospace and Defense, and Fine Chemicals. (See Note 1.)

        The Company evaluates segment performance based on several factors, of which the primary financial measure is segment operating profit. Segment operating profit represents net sales from continuing operations less applicable costs, expenses and provisions for restructuring and unusual items relating to operations. Segment operating profit excludes corporate income and expenses, provisions for unusual items not related to operations, interest expense, income taxes and any minority interest.

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	Six months ended May 31,
	2003			2002
	(Millions)
Net Sales
GDX Automotive	$	405		$	399
Aerospace and Defense		147			138
Fine Chemicals		34			15
	$	586		$	552
Income Before Income Taxes
GDX Automotive	$	21		$	20
Aerospace and Defense		20			30
Fine Chemicals		6			(4	)
Segment unusual items		—			(6	)
Segment operating profit		47			40
Interest expense		(11	)		(7	)
Corporate, other expenses and foreign exchange gains and losses		(16	)		(15	)
Other unusual items		—			(3	)
	$	20		$	15

13. New Accounting Pronouncements

        In January 2003, the FASB issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The adoption of FIN 46 is not expected to have a material effect on the Company's results of operations, liquidity, or financial condition.

        In May 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (SFAS 149), Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS 149 is intended to result in more consistent reporting of contracts as either freestanding derivative instruments subject to Statement 133 in its entirely, or as hybrid instruments with debt host contracts and embedded derivative features. SFAS 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS 149 is not expected to have a material effect on the Company's results of operations, liquidity, or financial condition.

        In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 (SFAS 150), Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS 150 requires certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity to be classified as liabilities. Many of these instruments previously were

F-77

classified as equity or temporary equity and as such, SFAS 150 represents a significant change in practice in the accounting for a number of mandatorily redeemable equity instruments and certain equity derivatives that frequently are used in connection with share repurchase programs. SFAS 150 is effective for all financial instruments created or modified after May 31, 2003, and to other instruments at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS 150 is not expected to have a material effect on the Company's results of operations, liquidity, or financial condition.

14. Condensed Consolidating Financial Information

        In connection with the offer and sale of the Company's Senior Subordinated Notes due 2013 (Senior Subordinated Notes), the Company is providing condensed consolidating financial information for its material domestic subsidiaries that will guarantee the Senior Subordinated Notes and for those subsidiaries that will not guarantee the Senior Subordinated Notes. These wholly owned subsidiary guarantors (principally, Aerojet and AFC) will, jointly and severally, fully and unconditionally guarantee the Senior Subordinated Notes.

        The subsidiary guarantees are senior subordinated obligations of each subsidiary guarantor and rank (i) prior in right of payment with all senior indebtedness, (ii) equal in right of payment with all senior subordinated indebtedness and (iii) senior in right of payment to all subordinated indebtedness, in each case, of that subsidiary guarantor. The subsidiary guarantees will also be effectively subordinated to any secured indebtedness of the subsidiary guarantor with respect to the assets securing that indebtedness.

        Absent both default and notice as specified in the Company's Credit Facility and agreements governing the Company's outstanding convertible notes and the Senior Subordinated Notes, there are no restrictions on the Company's ability to obtain funds from its subsidiary guarantors by dividend or loan.

        The Company has not presented separate financial and narrative information for each of the subsidiary guarantors, because it believes that such financial and narrative information would not provide investors with any additional information that would be material in evaluating the sufficiency of the guarantees. Therefore, the following condensed consolidating financial information summarizes the financial position, results of operations and cashflows for the Company's guarantor and non-guarantor subsidiaries.

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Condensed Consolidating Balance Sheets:

As of May 31, 2003			Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash			$	—		$	7	$	39		$	—		$	46
Accounts receivable				11			83		69			—			163
Inventories				4			149		31			—			184
Prepaid expenses and other				3			6		2			—			11
	Total current assets			18			245		141			—			404
Property, plant and equipment, net				64			233		199			—			496
Recoverable from the U.S. government and other third parties for environmental remediation costs				—			196		—			—			196
Prepaid pension asset				140			201		4			—			345
Goodwill				22			41		75			—			138
Intercompany, net				(375	)		543		(168	)		—			—
Other noncurrent assets, net				1,078			81		50			(1,117	)		92
	Total assets		$	947		$	1,540	$	301		$	(1,117	)	$	1,671
Short-term borrowings and current portion of long-term debt			$	22		$	—	$	13		$	—		$	35
Accounts payable				15			24		48			—			87
Other current liabilities				(3	)		202		48			—			247
	Total current liabilities			34			226		109			—			369
Long-term debt, net of current portion				358			—		5			—			363
Reserves for environmental remediation				14			271		—			—			285
Postretirement benefits other than pensions				102			57		10			—			169
Other noncurrent liabilities				29			34		12			—			75
	Total liabilities			537			588		136			—			1,261
	Total shareholders' equity			410			952		165			(1,117	)		410
		Total liabilities and shareholders' equity	$	947		$	1,540	$	301		$	(1,117	)	$	1,671

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Condensed Consolidating Balance Sheets (Continued):

As of November 30, 2002			Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash			$	—		$	13	$	35		$	—		$	48
Accounts receivable				12			88		63			—			163
Inventories				5			131		31			—			167
Prepaid expenses and other				2			1		2			—			5
	Total current assets			19			233		131			—			383
Property, plant and equipment, net				64			242		175			—			481
Recoverable from the U.S. government and other third parties for environmental remediation costs				—			208		—			—			208
Prepaid pension asset				139			199		(1	)		—			337
Goodwill				22			41		63			—			126
Intercompany, net				(367	)		535		(168	)		—			—
Other noncurrent assets, net				1,047			82		43			(1,071	)		101
	Total assets		$	924		$	1,540	$	243		$	(1,071	)	$	1,636
Short-term borrowings and current portion of long-term debt			$	20		$	—	$	2		$	—		$	22
Accounts payable				17			27		45			—			89
Other current liabilities				6			208		48			—			262
	Total current liabilities			43			235		95			—			373
Long-term debt, net of current portion				361			—		4			—			365
Reserves for environmental remediation				15			286		—			—			301
Postretirement benefits other than pensions				108			60		8			—			176
Other noncurrent liabilities				37			22		2			—			61
	Total liabilities			564			603		109			—			1,276
	Total shareholders' equity			360			937		134			(1,071	)		360
		Total liabilities and shareholders' equity	$	924		$	1,540	$	243		$	(1,071	)	$	1,636

F-80

Condensed Consolidating Statements of Income

Six months ended May 31, 2003	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	110		$	217	$	259	$	—		$	586
Cost of products sold		97			170		215		—			482
Selling, general and administrative		28			4		7		—			39
Depreciation and amortization		9			16		12		—			37
Other income and expense, net		(9	)		3		3		—			(3	)
Interest expense		5			2		4		—			11
Income (loss) before income taxes		(20	)		22		18		—			20
Provision for income taxes		(6	)		6		7		—			7
Income (loss) before equity earnings		(14	)		16		11		—			13
Equity earnings of subsidiaries		27			—		—		(27	)		—
Net Income	$	13		$	16	$	11	$	(27	)	$	13

Six months ended May 31, 2002	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	122		$	198	$	232	$	—		$	552
Cost of products sold		106			152		196		—			454
Selling, general and administrative		17			4		8		—			29
Depreciation and amortization		9			14		9		—			32
Other income and expense, net		9			6		—		—			15
Interest expense		1			2		4		—			7
Income (loss) before income taxes		(20	)		20		15		—			15
Provision for income taxes		(9	)		10		5		—			6
Income (loss) before equity earnings		(11	)		10		10		—			9
Equity earnings of subsidiaries		20			—		—		(20	)		—
Net Income	$	9		$	10	$	10	$	(20	)	$	9

F-81

Condensed Consolidating Statements of Cash Flows

Six months ended May 31, 2003	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(16	)	$	8		$	7		$	—	$	(1	)
Cash flows from investing activities:
Capital expenditures		(4	)		(5	)		(12	)		—		(21	)
Acquisitions of businesses, net of cash acquired		—			—			—			—		—
Other investing activities		—			—			7			—		7
Net cash used in investing activities		(4	)		(5	)		(5	)		—		(14	)
Cash flows from financing activities:
Net transfers (to) from parent		21			(8	)		(13	)		—		—
Borrowings (repayments) on notes payable and long-term debt		(1	)		—			10			—		9
Other financing activities		(1	)		—			—			—		(1	)
Net cash provided by (used in) financing activities		19			(8	)		(3	)		—		8
Effect of exchange rate fluctuations on cash and cash equivalents		—			—			5			—		5
Net increase (decrease) in cash and cash equivalents		(1	)		(5	)		4			—		(2	)
Cash and cash equivalents at beginning of period		1			12			35			—		48
Cash and cash equivalents at end of period	$	—		$	7		$	39		$	—	$	46

F-82

Condensed Consolidating Statements of Cash Flows (Continued)

Six months ended May 31, 2002	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net cash used in operating activities	$	(13	)	$	(25	)	$	(2	)	$	—	$	(40	)
Cash flows from investing activities:
Capital expenditures		(4	)		(8	)		(2	)		—		(14	)
Acquisitions of businesses, net of cash acquired		(8	)		—			—			—		(8	)
Other investing activities		—			—			2			—		2
Net cash used in investing activities		(12	)		(8	)		—			—		(20	)
Cash flows from financing activities:
Net transfers (to) from parent		(28	)		33			(5	)		—		—
Borrowings (repayments) on notes payable and long-term debt		52			—			(1	)		—		51
Other financing activities		1			—			(1	)		—		—
Net cash provided by (used in) financing activities		25			33			(7	)		—		51
Effect of exchange rate fluctuations on cash and cash equivalents		—			—			1			—		1
Net decrease in cash and cash equivalents		—			—			(8	)		—		(8	)
Cash and cash equivalents at beginning of period		1			3			40			—		44
Cash and cash equivalents at end of period	$	1		$	3		$	32		$	—	$	36

F-83

GenCorp Inc.

Offer to exchange our 9¹/2% Senior Subordinated Notes due 2013,
which have been registered under the Securities Act,
for our outstanding 9¹/2% Senior Subordinated Notes due 2013

P R O S P E C T U S

                        , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

GenCorp Inc.

Applicable Laws of Ohio

        Section 1701.13(E) of the Ohio General Corporation Law authorizes a corporation under certain circumstances to indemnify any director, trustee, officer, employee or agent in respect of expenses and other costs reasonably incurred by him in connection with any action, suit or proceeding to which he is made a party or threatened to be made a party by reason of the fact that he was a director, trustee, officer, employee or agent of the corporation. In general, indemnification is permissible only if the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In respect of any action by or in right of the corporation, indemnification is not permitted if the person is adjudged liable for negligence or misconduct in the performance of his duty to the corporation unless authorized by a court. To the extent that a director, trustee, officer, employee or agent has been successful in the defense of any such action, suit or proceeding, he is entitled to be indemnified against his reasonable expenses incurred in connection therewith by Section 1701.13(E)(3) of the Ohio General Corporation Law.

Code of Regulations

        Article Two, Section 10 of the Code of Regulations of GenCorp Inc. concerns indemnification of the company's directors and officers and provides as follows:

        The Corporation shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a member of the Board of Directors or an officer, employee, member, manager or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, limited liability company, or a partnership, joint venture, trust or other enterprise. The Corporation shall pay, to the full extent then required by law, expenses, including attorney's fees, incurred by a member of the Board of Directors in defending any such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent then permitted by law, such expenses incurred by any other person. The indemnification and payment of expenses provided hereby shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under any law, the Articles of Incorporation, any agreement, vote of shareholders or disinterested members of the Board of Directors, or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a member of the Board of Directors, or an officer, employee or agent of the Corporation, and shall continue as to a person who has ceased to be a member of the Board of Directors, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

        The Corporation may, to the full extent then permitted by law and authorized by the Board of Directors, purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit or self-insurance, on behalf of or for any persons described in the preceding paragraph against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

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        The Corporation, upon approval by the Board of Directors, may enter into agreements with any persons whom the Corporation may indemnify under this Code of Regulations or under law and undertake thereby to indemnify such persons and to pay the expenses incurred by them in defending any action, suit or proceeding against them, whether or not the Corporation would have the power under law or this Code of Regulations to indemnify any such person.

Contracts

        GenCorp Inc. maintains and pays the premiums on contracts insuring the directors and officers of the company and its subsidiaries (subject to the policy's terms, conditions and exclusions) for liability that the directors and officers, or the company or its subsidiaries (in certain situations), may incur in performing their directorship or officership duties. The insurance contract provides coverage for loss, including defense expense, even in the absence of indemnity by the corporation to the individual director or officer.

        GenCorp Inc. has entered into indemnification agreements with all of its directors and executive officers to indemnify them against certain liabilities and expenses, including legal fees, that they may incur by reason of their relationship to the company. In general, the company is required to indemnify an individual who is a director or an officer for such liabilities and expenses unless (i) if the person is a director, it is proved by clear and convincing evidence that his or her action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the company or undertaken with reckless disregard for the best interests of the company, subject to certain exceptions, or (ii) if the person is an executive officer only, he or she did not act in good faith or in a manner that he or she reasonably believed to be in or not opposed to the best interests of the company, subject to certain exceptions. In addition, each director and officer is to be indemnified against any amount that he or she becomes obligated to pay relating to or arising out of any claim made against him or her because of any act or failure to act or neglect or breach of duty that he or she commits or permits while acting as a director or officer of the company, subject to certain exceptions. In respect of any criminal proceeding, the company is required to indemnify each director and officer if such person had no reasonable cause to believe his or her conduct was unlawful. Each director and officer will also be indemnified for expenses actually and reasonably incurred by him or her to the extent that such individual is successful on the merits in any action.

Aerojet Fine Chemicals LLC

Applicable Laws of Delaware

        Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against attorneys' fees and other expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person was or is a party or is threatened to be made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. In general, indemnification is permissible only if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, in any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In respect of any action by or in right of the corporation, indemnification is not permitted if the person is adjudged liable to the corporation unless authorized by a court. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

Contracts

        GDX Automotive Inc. is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

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Aerojet-General Corporation

Applicable Laws of Ohio

        See the discussion of applicable provisions of Ohio law above under GenCorp Inc.

Code of Regulations

        Article II, Section 6 of the Code of Regulations of Aerojet-General Corporation concerns indemnification of the company's directors and officers and provides as follows:

        The corporation shall indemnify each official against all expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of any action by or in the right of the corporation to procure a judgment in its favor, or in connection with any appeal therein, to which he is made or threatened to be made a party by reason of being or having been an official, except in relation to matters as to which he is adjudged by the express terms of a judgment rendered on the final determination of the merits in such action to be liable for negligence or misconduct in the performance of his duty to the corporation. Such indemnification shall not include amounts paid to the corporation by judgment or in settling or otherwise disposing of a pending or threatened action.

        The corporation shall indemnify each official made or threatened to be made a party to any action, (other than one by or in the right of the corporation to procure a judgment in its favor but including any action by or in the right of a related corporation) by reason of being or having been an official, against all judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually and necessarily incurred by him as a result of such action, or any appeal therein, if he acted, in good faith, for a purpose which he reasonably believed to be in the best interests of the corporation and, in criminal actions, in addition, had no reasonable cause to believe that this conduct was unlawful. The termination of any such action by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such official did not act, in good faith, for a purpose which he reasonably believed to be in the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful.

        If an official has been wholly successful, on the merits or otherwise, in the defense of an action of the character described in the first two paragraphs of this Section 6, he shall be entitled to indemnification as authorized in such paragraphs. Except as provided in the preceding sentence (and unless otherwise ordered by a court) any indemnification under such paragraphs shall be made by the corporation, if and only if authorized in the specific case:

(1)

By the Board of Directors acting by a quorum consisting of Directors who are not parties to such action or who were wholly successful in such action on the merits or otherwise, upon a finding that the official seeking indemnification under the first paragraph of this Section 6 has not been negligent or guilty of misconduct in the performance of his duty to the corporation as charged in the action; or if seeking indemnification under the second paragraph of this Section 6, has met the standard of conduct set forth in such paragraph, or,



(2)

If such a quorum is not obtainable with due diligence;



(a)

By the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because such official has not been negligent or guilty of misconduct or has met the standard of conduct set forth in the second paragraph of this Section 6, as the case may be, or



(b)

By a committee, appointed by the Board of Directors, of two or more shareholders who are not Directors, officers or employees of the corporation, upon a finding that

II-3

such official has not been negligent or guilty of misconduct or has met the standard of conduct set forth in the second paragraph of this Section 6, as the case may be.

        For purposes of this Section 6, (1) a "related corporation" shall mean any corporation in which the corporation owns or owned shares or of which it is or was a creditor, (2) "official" shall mean a Director, officer, former Director, or former officer of the corporation or any person who serves or has served at its request as a director or officer of a related corporation, and (3) "action" shall mean any civil or criminal action, suit or proceeding.

        Nothing in this Section 6 shall limit the power of the corporation to indemnify or agree to indemnify any person not covered by this Section 6 under these provisions or to indemnify or agree to indemnify any person in any case not provided for herein.

        The provisions of this Section 6 shall be in addition to any rights to, or eligibility for, indemnification to which any person concerned may otherwise be or become entitled by agreement, provision of the Articles of Incorporation, vote of shareholders, court order or otherwise, and shall inure to the benefit of the heirs, executors, and administrators of each such person.

        The provisions of this Section 6 shall apply in respect of all alleged or actual causes of action or offenses accrued or occurring before, on or after its adoption.

Contracts

        Aerojet-General Corporation is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

Aerojet Investments Ltd.

Applicable Laws of California

        Section 317 of the California General Corporation Law permits a corporation to indemnify any person who was or is a director, officer, employee or other agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or who was a director, officer, employee or agent of a foreign or domestic corporation that was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation, (other than an action by or in right of the corporation), against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred by such person in connection with any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. To be indemnified, such person must have acted (i) in good faith and (ii) in a manner that he or she reasonably believed to be in the best interests of the corporation; and, in the case of a criminal proceeding, such person must have acted without reasonable cause to believe that his or her conduct was unlawful.

        In respect of any action by or in right of the corporation, a corporation may indemnify any person who was or is an agent of the corporation against expenses actually and reasonably incurred by such person in connection with the defense or settlement of the action if he or she acted (i) in good faith and (ii) in a manner he or she believed to be in the best interests of the corporation and its shareholders.

By-laws

        Article 6 of the By-laws of Aerojet Investments Ltd. concerns indemnification of the company's directors and officers and provides as follows:

        The corporation shall, to the maximum extent permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines,

II-4

settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article an "agent" of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.

Contracts

        Aerojet Investments Ltd. is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

Aerojet Ordnance Tennessee, Inc.

Applicable Laws of Tennessee

        Under Section 48-18-502 of the Tennessee Business Corporation Act, a corporation may indemnify a present or former director if he or she conducted himself or herself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the corporation's best interests. In all other cases, the director must have believed that his or her conduct was at least not opposed to the corporation's best interests. In the case of any criminal proceeding, the director must have had no reasonable cause to believe his or her conduct was unlawful. A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other proceeding, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. Under Tennessee law, the corporation may indemnify its officers to the same extent as its directors and to such further extent as is consistent with public policy.

Contracts

        Aerojet Ordnance Tennessee, Inc. is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

GenCorp Property Inc.

Applicable Laws of California

        See the discussion of applicable provisions of California law above under Aerojet Investments Ltd.

By-laws

        Article 6 of the By-laws of GenCorp Property Inc. concerns indemnification of the company's directors and officers and provides as follows:

        The corporation shall, to the maximum extent permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article an "agent" of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a

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director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.

Contracts

        GenCorp Property Inc. is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

GDX Automotive Inc.

Applicable Laws of Delaware

        See the discussion of applicable provisions of Delaware law above under Aerojet Fine Chemicals LLC.

By-laws

        Article 6 of the By-laws of GDX Automotive Inc. concerns indemnification of the company's directors and officers and provides as follows:

6.1

Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time, against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and that indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in section 6.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by that person, only if that proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in these by-laws shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by that person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these by-laws or otherwise. The corporation may, by action of its Board, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

6.2

Right of Claimant to Bring Suit. If a claim under section 6.1 is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant also shall be entitled to be paid the expense of prosecuting that claim. It shall be a defense to any such action (other than an action brought to

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enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking, if any, is required and has been tendered to the corporation) that the claimant has failed to meet a standard of conduct that makes it permissible under Delaware law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board, its independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he has met that standard of conduct, nor an actual determination by the corporation (including its Board, its independent counsel or its stockholders) that the claimant has not met that standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet that standard of conduct.

6.3

Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section 6 shall not be exclusive of any other right any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

6.4

Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against that expense, liability or loss under Delaware law.

6.5

Expenses as a Witness. To the extent any director, officer, employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he shall be indemnified against all costs and expenses actually and reasonably incurred by him or on his behalf in connection therewith.

6.6

Indemnity Agreements. The corporation may enter into agreement with any director, officer, employee or agent of the corporation providing for indemnification to the fullest extent permitted by Delaware law.

Contracts

        GDX Automotive Inc. is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

GDX LLC

Applicable Laws of Delaware

        See the discussion of applicable provisions of Delaware law above under Aerojet Fine Chemicals LLC.

Limited Liability Company Agreement

        Section 16 of the Limited Liability Company Agreement of GDX LLC concerns indemnification of the company's directors and officers and provides as follows:

(a)

No Director or officer of the Company shall have any personal liability whatsoever to the Company or the Stockholders on account of such Director's or officer's status as a Director or officer or by reason of such Director's or officer's acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Director or officer against any liability to the Company or the Stockholders to which such Director or officer would otherwise be subject by reason of (i) any act or omission of such Director or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Director or officer derived improper personal benefit.

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(b)

The Company shall indemnify and hold harmless each Director, officer and Stockholder (each an "Indemnified Person") against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation or termination of the Company, or the Indemnified Person's acting as a Director or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for resulted from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnifies hereunder shall survive termination of this Agreement or the Company. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to the Stockholders. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.



(c)

The contract rights to indemnification and to the advancement of expenses conferred in this Section 16 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Directors or otherwise.



(d)

The Company may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.



(e)

The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 16 with respect to the indemnification and advancement of expenses of Directors and officers of the Company.

Contracts

        GDX LLC is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

Penn International Inc.

Applicable Laws of Ohio

        See the discussion of applicable provisions of Ohio law above under GenCorp Inc.

Contracts

        Penn International Inc. is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

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RKO General, Inc.

Applicable Laws of Delaware

        See the discussion of applicable provisions of Delaware law above under Aerojet Fine Chemicals LLC.

Contracts

        RKO General Inc. is one of the subsidiaries covered under the contracts described above in the first paragraph under "GenCorp Inc.—Contracts."

Item 21. Exhibits and Financial Statements Schedules.

2.1	Purchase Agreement, dated May 2, 2003, between Atlantic Research Corporation and Aerojet-General Corporation (filed as Exhibit 10.1 to GenCorp Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2003 (File No. 1-1520) and incorporated herein by reference)*
2.2	First Amendment to Purchase Agreement, dated August 29, 2003, between Aerojet-General Corporation and Atlantic Research Corporation*
3.1	Amended Articles of Incorporation of GenCorp Inc. filed with the Secretary of State of Ohio on August 7, 2003
3.3	Certificate of Formation of Aerojet Fine Chemicals LLC filed with the Secretary of State of Delaware on October 30, 1998
3.4	Bylaws of Aerojet Fine Chemicals LLC
3.5	Articles of Incorporation of Aerojet-General Corporation filed with the Secretary of State of Ohio on August 4, 1945 (together with amendments thereto)
3.6	Code of Regulations of Aerojet-General Corporation
3.7	Articles of Incorporation of Aerojet Investments Ltd. filed with the Secretary of State of California on October 31, 1997
3.8	By-laws of Aerojet Investments Ltd.
3.9	Certificate of Incorporation of Aerojet Ordnance Tennessee, Inc. filed with the Secretary of State of Tennessee on April 3, 1969 (together with amendments thereto)
3.10	By-laws of Aerojet Ordnance Tennessee, Inc.
3.11	Articles of Incorporation of GenCorp Property Inc. filed with the Secretary of State of California on November 21, 2000
3.12	By-laws of GenCorp Property Inc.
3.13	Certificate of Incorporation of GDX Automotive Inc. filed with the Secretary of State of Delaware on February 5, 1996 (together with amendments thereto)
3.14	By-laws of GDX Automotive Inc.
3.15	Certificate of Formation of GDX LLC filed with the Secretary of State of Delaware on December 8, 2000
3.16	Limited Liability Company Agreement of GDX LLC
3.17	Articles of Incorporation of Penn International Inc. filed with the Secretary of State of Ohio on February 3, 1960 (together with amendments thereto)
3.18	Code of Regulations of Penn International Inc., as amended

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3.19	Restated Certificate of Incorporation of RKO General, Inc. filed with the Secretary of State of Delaware on March 17, 1980 (together with amendments thereto)
3.20	By-laws of RKO General, Inc.
4.1	Indenture, dated as of August 11, 2003, between GenCorp Inc., the Guarantors named therein and The Bank of New York, as trustee
4.2	Registration Rights Agreement, dated as of August 11, 2003, among GenCorp Inc., the Guarantors named therein and the Initial Purchasers named therein
4.3	Form of Initial Notes (included in Exhibit 4.1)
4.4	Form of Exchange Notes (included in Exhibit 4.1)
5.1	Legal Opinion of Jones Day
5.2	Legal Opinion of Bass, Berry & Sims PLC
10.1	Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver and Consent, dated July 29, 2003, among GenCorp Inc., Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), for itself, as a Lender, and as Administrative Agent for the Lenders, and the other Lenders signatory thereto
10.2	Amendment No. 2 to Amended and Restated Credit Agreement, dated August 25, 2003, among GenCorp Inc., Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), for itself, as a Lender, and as Administrative Agent for the Lenders, and the other Lenders signatory thereto
12.1	Statement Re Computation of Ratios
23.1	Consent of Ernst & Young LLP, Independent Auditors
23.2	Consent of Jones Day (included in Exhibit 5.1)
23.3	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.2)
24.1	Powers of Attorney
25.1	Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to DTC Participants
99.4	Form of Letter to Clients
99.5	Form of Instructions to Book-Entry Transfer Participants

*

Schedules and exhibits to this exhibit have been omitted, but will be furnished to the Securities and Exchange Commission upon request.

Item 22. Undertakings.

        The undersigned registrants hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set

II-10

forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(4)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(5)

To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.



(6)

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, GenCorp Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

GENCORP INC.
By:	* Terry L. Hall President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Terry L. Hall	President, Chief Executive Officer and Director (Principal Executive Officer)
* Yasmin R. Seyal	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
* J. Robert Anderson	Director
* J. Gary Cooper	Director
* James J. Didion	Director
* Irving Gutin	Director
* William K. Hall	Director
* James M. Osterhoff	Director

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* Steven G. Rothmeier	Director
* Dr. Sheila E. Widnall	Director
* Robert A. Wolfe	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, Aerojet Fine Chemicals LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

AEROJET FINE CHEMICALS LLC
By:	* Joseph Carleone President

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Joseph Carleone	President and Director (Principal Executive Officer)
* Yasmin R. Seyal	Treasurer (Principal Financial and Accounting Officer)
* Terry L. Hall	Director
* Robert A. Wolfe	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, Aerojet-General Corporation has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

AEROJET-GENERAL CORPORATION
By:	* Michael F. Martin President

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Michael F. Martin	President and Director (Principal Executive Officer)
* Yasmin R. Seyal	Treasurer (Principal Financial and Accounting Officer)
* Terry L. Hall	Director
* Gregory Kellam Scott	Director
* Robert A. Wolfe	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, Aerojet Investments Ltd. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

AEROJET INVESTMENTS LTD.
By:	* Terrance P. Griffin President

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Terrance P. Griffin	President and Director (Principal Executive Officer)
* Frank V. Fogarty	Vice President, Chief Financial Officer/Treasurer and Director (Principal Financial and Accounting Officer)
* Michael F. Martin	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, Aerojet Ordnance Tennessee, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

AEROJET ORDNANCE TENNESSEE, INC.
By:	* Michael F. Martin Chairman

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Michael F. Martin	Chairman and Director (Principal Executive Officer)
* Ronald D. Gollmer	Treasurer (Principal Financial and Accounting Officer)
* Dale G. Adams	Director
* Brian E. Sweeney	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, GenCorp Property Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

GENCORP PROPERTY INC.
By:	* Terry L. Hall President

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Terry L. Hall	President and Director (Principal Executive Officer)
* Yasmin R. Seyal	Treasurer (Principal Financial and Accounting Officer)
* Gregory Kellam Scott	Director
* Robert A. Wolfe	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, GDX Automotive Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

GDX AUTOMOTIVE INC.
By:	* Terry L. Hall President and Chairman

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Terry L. Hall	President, Chairman and Director (Principal Executive Officer)
* Yasmin R. Seyal	Treasurer and Director (Principal Financial and Accounting Officer)
* Michael T. Bryant	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, GDX LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

GDX LLC
By:	* Terry L. Hall President

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Terry L. Hall	President and Director (Principal Executive Officer)
* Yasmin R. Seyal	Treasurer (Principal Financial and Accounting Officer)
* Gregory Kellam Scott	Director
* Robert A. Wolfe	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, Penn International Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

PENN INTERNATIONAL INC.
By:	* Terry L. Hall President

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Terry L. Hall	President and Director (Principal Executive Officer)
* Yasmin R. Seyal	Treasurer (Principal Financial and Accounting Officer)
* Gregory Kellam Scott	Director
* Robert A. Wolfe	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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SIGNATURES

        Pursuant to the requirements of the Securities Act, RKO General, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sacramento, State of California, on October 6, 2003.

RKO GENERAL, INC.
By:	* Terry L. Hall President

        Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on October 6, 2003.

Signature	Title
* Terry L. Hall	President and Director (Principal Executive Officer)
* Yasmin R. Seyal	Treasurer (Principal Financial and Accounting Officer)
* Gregory Kellam Scott	Director
* Robert A. Wolfe	Director

*By:
/s/  YASMIN R. SEYAL Yasmin R. Seyal
Pursuant to Powers of Attorney filed herewith or previously with the Securities and Exchange Commission

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QuickLinks

TABLE OF ADDITIONAL REGISTRANTS
SUBJECT TO COMPLETION, DATED OCTOBER 6, 2003
The Exchange Offer
Resales of the Exchange Notes
TABLE OF CONTENTS
SUMMARY
Our Company
The Exchange Offer
The Exchange Notes
Summary Historical Financial Information of GenCorp Inc.
RISK FACTORS
NOTE REGARDING FORWARD-LOOKING STATEMENTS
THE EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL FINANCIAL INFORMATION OF GENCORP INC.
SELECTED HISTORICAL FINANCIAL INFORMATION OF THE ARC PROPULSION BUSINESS
FINANCING OBLIGATIONS AND OTHER COMMITMENTS
BUSINESS
MARKET AND INDUSTRY DATA AND FORECASTS
DESCRIPTION OF OTHER INDEBTEDNESS
DESCRIPTION OF THE NOTES
PLAN OF DISTRIBUTION
U.S. FEDERAL INCOME TAX CONSIDERATIONS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
INDEX TO FINANCIAL STATEMENTS
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
GENCORP INC. Consolidated Statements of Income
GENCORP INC. Consolidated Balance Sheets
GENCORP INC.
Consolidated Statements of Shareholders' Equity
GENCORP INC. Consolidated Statements of Cash Flows
GENCORP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
GENCORP INC. Condensed Consolidated Balance Sheets
GENCORP INC. Condensed Consolidated Statements of Cash Flows (Unaudited)
GENCORP INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES

EX-2.2

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Exhibit 2.2

FIRST AMENDMENT TO
PURCHASE AGREEMENT

        This First Amendment to Purchase Agreement (this "First Amendment") is made and entered into this 29^th day of August 2003 by and between Aerojet-General Corporation, an Ohio corporation ("Purchaser"), and Atlantic Research Corporation, a Delaware corporation ("Seller").

RECITALS

        A.    Seller and Purchaser entered into that certain Purchase Agreement dated as of May 2, 2003 (the "Purchase Agreement").

        B.    Pursuant to Section 10.14 of the Purchase Agreement, Seller and Purchaser have agreed to amend the Purchase Agreement as set forth herein.

STATEMENT OF AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

        1.01    Certain Definitions.    Unless otherwise defined herein, all capitalized terms used herein have the meanings given to them in the Purchase Agreement.

ARTICLE II

Amendments to the Purchase Agreement

        2.01    Section 2.02(a).    Section 2.02(a) is hereby amended by adding clause (xxiv). As amended and restated, clauses (xxii) through (xxiv) of Section 2.02(a) read in their entirety:

"(xxii)

pursuant to Purchaser's request, those items of fixed assets located at the Owned Gainesville Real Estate and the Leased Gainesville Real Estate set forth on Exhibit L (the "Excluded Gainesville Fixed Assets");



(xxiii)

those items of fixed assets set forth on Schedule 2.02(a)(xxiii) (the "Camden Automotive Fixed Assets"); and



(xxiv)

all leased real property, including land, office buildings and manufacturing facilities, of ARC located in Fairfax County, Virginia."

        2.02    Section 2.10.    Section 2.10 is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, Section 2.10 reads in its entirety:

"UK Local Agreement. At Closing, Purchaser shall, or shall cause an Affiliate, and Seller shall cause Sequa UK to enter into a UK local agreement in the form of Exhibit I, with such modifications or amendments as the Parties shall approve, each in its sole discretion, with respect to the transfer of the UK Shares and certain matters relating thereto (the "UK Local Agreement")."

        2.03    Section 3.02(f).    The first and second sentences of Section 3.02(f) are hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, the first and second sentences of Section 3.02(f) read in their entirety:

"Schedule 3.02(f) of the Disclosure Package sets forth a complete and accurate list of all real property leased by Seller, its Affiliates or the UK Company, other than the Leased Gainesville Real Estate, in connection with the Business (such real property, excluding any real property that is an

Excluded Asset, the "Leased Real Property," and together with the Owned Real Estate, the "Real Property"). The Leased Real Property, other than the Leased Gainesville Real Estate and any real property that is an Excluded Asset, constitutes all of the real property leased primarily for the Business."

        2.04    Section 3.02(z).    Section 3.02 of the Purchase Agreement is hereby amended by adding clause (z). Section 3.02(z) reads in its entirety:

"No Knowledge of Purchaser's Default.    As of the date of this Agreement and as of August 28, 2003, Seller has no Knowledge that any of Purchaser's representations and warranties contained in this Agreement or in the Other Agreements are untrue, inaccurate or incomplete or that Purchaser is in default under any term or provision of this Agreement."

        2.05    Section 3.04(j).    Section 3.04(j) of the Purchase Agreement is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, Section 3.04(j) reads in its entirety:

"No Knowledge of Seller's Default.    As of the date of this Agreement and as of August 28, 2003, Purchaser has no Knowledge that any of Seller's representations and warranties contained in this Agreement or in the Other Agreements are untrue, inaccurate or incomplete or that Seller is in default under any term or provision of this Agreement."

        2.06    Section 5.01(c).    Section 5.01(c) is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, Section 5.01(c) reads in its entirety:

"Consents.    All third party consents and approvals set forth on Exhibit O, other than those consents or approvals for the transfer of the Gainesville, Virginia purchase orders described on Exhibit A of the First Amendment, shall have been obtained and must be in full force and effect."

        2.07    Section 6.02.    The first sentence of Section 6.02 is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, the first sentence of Section 6.02 reads in its entirety:

"Unless extended by the Parties by mutual agreement, the Closing will occur and be effective as of 11:59 p.m. (Eastern Daylight Time) on the date that is five (5) Business Days following satisfaction of all of the conditions referred to in Section 5.01 and Section 5.02 (the "Closing Date"), but in no event whatsoever later than September 30, 2003 (the "Drop Dead Date")."

        2.08    Section 6.03(a)(ii).    Section 6.03(a)(ii) is hereby amended and superseded in all respects by the provisions of this First Amendment. As amended and restated, Section 6.03(a)(ii) reads in its entirety:

"if and only to the extent that Seller has obtained such consents or approvals, those consents or approvals, or effective waivers thereof, to or of assignment, of those Persons set forth on Exhibit O, other than those consents or approvals for the transfer of the Gainesville, Virginia purchase orders described on Exhibit A of the First Amendment, have been obtained."

        2.09    To Seller's knowledge, Purchaser is in compliance with the terms and covenants of the Purchase Agreement required to be performed prior to the date hereof. To Purchaser's knowledge, Seller is in compliance with the terms and covenants of the Purchase Agreement required to be performed prior to the date hereof.

        2.10    Purchaser accepts the Supplemental Disclosure Package attached hereto as Exhibit B.

        2.11    Purchaser confirms that none of the written disclosures that have been delivered by Seller, Sequa or both to Purchaser subsequent to May 2, 2003 and through August 27, 2003, all as attached

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hereto as Exhibit C, disclosed facts, conditions or events constituting a "material adverse change" for purposes of the Purchase Agreement, including Section 5.01(f) thereof.

        2.12    Seller and Purchaser confirm to each other that the Closing was not consummated on or prior to August 30, 2003 through no fault of either of the Parties or because of any breach of any provision of the Purchase Agreement by either of the Parties.

        2.13    Seller confirms that the transactions contemplated by the Purchase Agreement have been approved by the respective boards of directors of each of Seller and Sequa.

        2.14    Purchaser confirms that the transactions contemplated by the Purchase Agreement have been approved by the respective boards of directors or each of Purchaser and GenCorp.

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ARTICLE III

Miscellaneous

        3.01    Effect of First Amendment.    On and after the date hereof, each reference in the Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import referring to the Purchase Agreement, and each reference in the Other Agreements to the "Purchase Agreement," "thereunder," "thereof" or words of like import referring to the Purchase Agreement, shall mean and be a reference to the Purchase Agreement as amended by this First Amendment.

        This First Amendment constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations or other arrangements, whether express or implied, written or oral, of the parties in connection therewith except to the extent expressly incorporated or specifically referred to herein. In the event of a conflict between the respective provisions of the Purchase Agreement and this First Amendment, the terms of this First Amendment shall control.

        Except as specifically amended by the terms of this First Amendment, the terms and conditions of the Purchase Agreement are and shall remain in full force and effect for all purposes.

        3.02    Counterparts.    Two original counterparts of this First Amendment are being executed by the parties hereto, and each fully executed counterpart shall be deemed an original without production of the others and will constitute one and the same instrument.

        3.03    Governing Law.    This First Amendment will be governed by and construed and interpreted in accordance with the internal substantive laws of the State of New York, applicable to contracts made and to be performed wholly within such state, and without regard to the conflicts of law principles thereof.

[SIGNATURES ON FOLLOWING PAGE]

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        IN WITNESS WHEREOF, each of the parties hereto has caused this First Amendment to be executed by its duly authorized officers, as of the date first above written.

AEROJET-GENERAL CORPORATION
By:	/s/  BRIAN E. SWEENEY
Name: Brian E. Sweeney
Title:    Vice President, Legal & Contracts
ATLANTIC RESEARCH CORPORATION
By:	/s/  PATRICK J. JENKINS
Name: Patrick J. Jenkins
Title:    VP - CFO

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List of Exhibits to
First Amendment to Purchase Agreement

Exhibit A	—	Consents for Transfer of Gainesville, Virginia Purchase Orders Not Required to Be Obtained
Exhibit B	—	Supplemental Disclosure Package
Exhibit C	—	Written Disclosures

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QuickLinks

Exhibit 2.2

FIRST AMENDMENT TO PURCHASE AGREEMENT
RECITALS
STATEMENT OF AGREEMENT
ARTICLE I Definitions
ARTICLE II Amendments to the Purchase Agreement
ARTICLE III Miscellaneous
List of Exhibits to First Amendment to Purchase Agreement

EX-3.1

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EXHIBIT 3.1

[LOGO]

AMENDED ARTICLES OF INCORPORATON

OF

GENCORP INC.

Amended August 7, 2003

AMENDED ARTICLES OF INCORPORATION
of
GENCORP INC.

ARTICLE FIRST: The name of the Corporation shall be GenCorp Inc. The Corporation shall exist by virtue of, and be governed by, the laws of the State of Ohio.

ARTICLE SECOND: The place in the State of Ohio where its principal office is to be located is the City of Cleveland.

ARTICLE THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be formed under Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

ARTICLE FOURTH: The maximum number of shares which the Corporation is authorized to have outstanding is One Hundred Sixty-Five Million (165,000,000), of which Fifteen Million (15,000,000) shares of the par value of one dollar ($1.00) each shall be classified as Cumulative Preference Stock and One Hundred Fifty Million (150,000,000) shares of the par value of ten cents ($0.10) each shall be classified as Common Stock. The designation and express terms and provisions of the shares of Cumulative Preference Stock and Common Stock are as follows:

CUMULATIVE PREFERENCE STOCK

        A.    The Cumulative Preference Stock may be issued from time to time in one (1) or more series with such distinctive serial designations as shall be fixed by the Board of Directors as hereinafter provided.

        The Board of Directors is expressly authorized to adopt from time to time amendments to the Articles of Incorporation of the Corporation, in respect of any unissued or treasury shares of Cumulative Preference Stock, to fix or change:

        (a)   The division of such shares into series and the designation and authorized number of shares of each particular series, which number the Board of Directors may increase or decrease, except as otherwise provided in the creation of the particular series;

        (b)   The dividend or distribution rate for each particular series, which may be at a specified rate, amount or proportion; and the dates on which dividends or distributions, if declared, shall be payable, and the date or dates from which dividends shall be cumulative;

        (c)   The redemption rights and price or prices, if any, for shares of each particular series;

        (d)   The amount payable for shares of each particular series upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

        (e)   The right, if any, of the holders of shares of Cumulative Preference Stock of each particular series to convert such stock into other classes of stock, and, if convertible, the terms and conditions of such conversion;

        (f)    The obligation, if any, of the Corporation to purchase and retire or redeem shares of each particular series pursuant to a sinking fund, and the terms and amount thereof;

        (g)   The restrictions, if any, on the issuance of shares of any class of stock or any series thereof; and

        (h)   Any or all other express terms in respect of any particular series as may be permitted or required by law.

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        All shares of the Cumulative Preference Stock of any one (1) series shall be identical with each other in all respects except, if so determined by the Board of Directors, as to the dates from which dividends thereon shall be cumulative; and all shares of Cumulative Preference Stock shall be of equal rank with each other, regardless of series, and shall be identical with each other in all respects except in respect of terms which may be fixed by the Board of Directors as herein provided.

        B.    The holders of record of the Cumulative Preference Stock at the time outstanding shall be entitled to receive, when and as declared by the Board of Directors of the Corporation out of any funds legally available for such purpose, cash dividends in the case of each series at the rate for such series theretofore fixed by the Board of Directors as herein provided. Such dividends shall be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividends may be paid upon or declared or set apart for any of the Cumulative Preference Stock for any dividend period unless at the same time a like proportionate dividend for the same dividend period, ratably in proportion to the respective dividend rates fixed therefor, shall be paid upon or declared or set apart for all Cumulative Preference Stock of all series then issued and outstanding and entitled to receive such dividend.

        C.    Except as otherwise provided by the Board of Directors as to any particular series, the Cumulative Preference Stock of any series may be redeemed in whole or in part, at the option of the Corporation, by vote of its Board of Directors, or by operation of the sinking fund, if any, provided for the Cumulative Preference Stock of said series, at the time, or from time to time, at the redemption price or the respective redemption prices theretofore fixed by the Board of Directors as herein provided upon notice duly given as hereinafter provided. In case of the redemption of a part only of any series of the Cumulative Preference Stock at the time outstanding, the shares of the Cumulative Preference Stock of such series to be redeemed shall be selected pro rata or by lot or in such other manner as the Board of Directors may determine.

        Except as otherwise provided by the Board of Directors as to any particular series, at least thirty (30) days' previous notice of every such redemption of Cumulative Preference Stock shall be mailed to the holders of record of the Cumulative Preference Stock to be redeemed at their addresses as shown by the books of the Corporation, and shall be published at least once in a daily newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, in the City of New York, the publication to be not less than thirty (30) days prior to the date fixed for redemption.

        If notice of redemption shall have been duly given and published, and if, on or before the redemption date designated in such notice, the funds necessary for the redemption shall have been set aside, so as to be and continue to be available therefor, then, notwithstanding that any certificate of the Cumulative Preference Stock so called for redemption shall not have been surrendered for cancellation, the dividends thereon shall cease to accrue from and after the date of redemption so designated, and all rights with respect to the Cumulative Preference Stock so called for redemption shall forthwith after such redemption date cease and terminate, except only the right of the holder to receive the redemption price therefor, but without interest.

        Except as otherwise provided by the Board of Directors as to any particular series, the Corporation may, however, at any time prior to the redemption date specified in the notice of redemption, deposit in trust, for the account of the holders of the Cumulative Preference Stock to be redeemed, with a bank or trust company in the City of New York, New York having a capital and undivided surplus aggregating at least Five Million Dollars ($5,000,000), named in the notice of redemption, all funds necessary for the redemption, and deliver written instructions authorizing and directing such bank or trust company, on behalf of and at the expense of the Corporation, to pay to the respective holders of shares of Cumulative Preference Stock the redemption price therefor and thereupon, notwithstanding that any certificate for the shares of Cumulative Preference Stock so called for redemption shall not

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have been surrendered for cancellation, all shares of Cumulative Preference Stock with respect to which the deposit shall have been made shall no longer be deemed to be outstanding and all rights with respect to such shares of Cumulative Preference Stock shall forthwith cease and terminate, except only the right of the holders thereof to receive from such bank or trust company at any time after the time of deposit, the redemption price of the shares so to be redeemed, but without interest, or the right to exercise, on or before the redemption date, any unexpired privileges of conversion. Any interest accrued on such funds shall be paid to the Corporation from time to time.

        Any funds so set aside or deposited, as the case may be, and unclaimed at the end of six (6) years from such redemption date shall be released or repaid to the Corporation upon its request expressed in a resolution of its Board of Directors, after which release or repayment the holders of the shares so called for redemption shall look only to the Corporation for the payment thereof, but without interest.

        D.    So long as any shares of the Cumulative Preference Stock are outstanding, no dividend or other distribution (except in stock of the Corporation of a class ranking junior to the Cumulative Preference Stock) shall be declared or paid on the Common Stock of the Corporation or on stock of any other class ranking junior to the Cumulative Preference Stock as to dividends or in liquidation, and the Corporation shall not acquire or redeem shares of the Common Stock or any such junior stock, unless

        (a)   all dividends on the Cumulative Preference Stock for all past quarterly dividend periods and for the then current quarterly dividend period shall have been paid, or declared and set apart; and

        (b)   the Corporation shall have complied with all of its obligations theretofore required of it with respect to any sinking fund for all series of the Cumulative Preference Stock.

        E.    So long as any shares of the Cumulative Preference Stock are outstanding, the affirmative vote of the holders of at least a majority of the Cumulative Preference Stock at the time outstanding, given in person or by proxy at a special meeting called for that purpose, shall be necessary for effecting or validating any one or more of the following:

        (a)   The authorization or creation of any stock of any class, or any security convertible into stock of any class, ranking prior to the Cumulative Preference Stock;

        (b)   The increase in the number of authorized shares of Cumulative Preference Stock or of any stock of any class ranking prior to or on a parity with the Cumulative Preference Stock or of any security convertible into stock of any class ranking prior to or on a parity with the Cumulative Preference Stock;

        (c)   The sale, lease or conveyance of all or substantially all of the property or business of the Corporation, or a consolidation or merger with any other company, provided, however, that this restriction shall not apply to, nor shall it operate to prevent, a consolidation or merger with any domestic subsidiary organized under the laws of one of the states of the United States of America if none of the rights or preferences of the Cumulative Preference Stock or the holders thereof will be adversely affected thereby and if the company resulting from or surviving such consolidation or merger will have outstanding, after such consolidation or merger, no class of stock or other securities ranking prior to or on a parity with the Cumulative Preference Stock, except the same number of shares of stock and the same amount of other securities with the same rights and preferences as the stock and securities of the Corporation which were outstanding immediately preceding such consolidation or merger.

        F.     So long as any shares of Cumulative Preference Stock are outstanding, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66²/3%) of the Cumulative Preference Stock at the time outstanding, given in person or by proxy at a special meeting called for that purpose, shall be

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necessary for effecting or validating any amendment, alteration or repeal of any provisions of the Articles of Incorporation of the Corporation, as amended, which would adversely affect the rights or preferences of outstanding shares of the Cumulative Preference Stock or of the holders thereof (for the purposes hereof no action taken pursuant to paragraph E of this Article FOURTH shall be deemed to adversely affect such rights or preferences); provided, however, that if any such amendment, alteration or repeal would adversely affect the rights or preferences of the outstanding shares of any particular series without correspondingly affecting the rights or preferences of outstanding shares of all series, a like affirmative vote of the holders of at least sixty-six and two-thirds percent (66²/3%) of the Cumulative Preference Stock of that particular series at the time outstanding shall also be necessary for effecting or validating such amendment, alteration or repeal.

        G.    Except as otherwise provided in paragraphs E, F and J of this Article FOURTH or as specifically provided by statute, the Cumulative Preference Stock shall have no voting power unless and until six (6) quarter-yearly dividends payable on the Cumulative Preference Stock, whether or not consecutive, shall be in default in whole or in part. In such event the holders of the Cumulative Preference Stock, voting separately as a class and in addition to all other rights, if any, to vote for Directors, shall be entitled to elect, as herein provided, two (2) members of the Board of Directors of the Corporation; provided, however, that the holders of shares of Cumulative Preference Stock shall not have or exercise such special class voting rights except at meetings of the shareholders for the election of Directors at which the holders of not less than a majority of the outstanding shares of Cumulative Preference Stock of all series then outstanding are present in person or by proxy; and provided further that the special class voting rights provided for herein when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on the Cumulative Preference Stock of all series then outstanding shall have been paid, whereupon the holders of Cumulative Preference Stock shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the revesting of such special class voting rights in the event herein specified in this paragraph, and the Directors so elected shall thereupon resign.

        In the event of default entitling the holders of Cumulative Preference Stock to elect two (2) Directors as above specified, a special meeting of the shareholders for the purpose of electing such Directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least ten percent (10%) of the shares of Cumulative Preference Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the Annual Meeting of Shareholders, provided, however, that the Corporation shall not be required to call such special meeting if the Annual Meeting of Shareholders shall be held within ninety (90) days after the date of receipt of the foregoing written request from the holders of Cumulative Preference Stock. At any meeting at which the holders of Cumulative Preference Stock shall be entitled to elect Directors, the holders of a majority of the then outstanding shares of Cumulative Preference Stock of all series, present in person or by proxy, shall be sufficient to elect the members of the Board of Directors which the holders of Cumulative Preference Stock are entitled to elect as herein provided.

        The two (2) Directors who may be elected by the holders of Cumulative Preference Stock pursuant to the foregoing provisions shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the Corporation or require the resignation of any Directors elected otherwise than pursuant to such provisions.

        H.    In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Cumulative Preference Stock shall be entitled to be paid the amount fixed with respect to shares of each particular series by the Board of Directors as herein provided which shall include, in the case of each share, an amount computed at the dividend rate for the series of which the particular share is part, from the date on which dividends on such shares became cumulative to and including the date fixed for such distribution or payment, less the aggregate

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of dividends paid thereon prior to such distribution or payment date, before any distribution or payment shall be made to the holders of stock of any class ranking junior to the Cumulative Preference Stock. If such payment shall have been made in full to the holders of the Cumulative Preference Stock, the remaining assets and funds of the Corporation shall be distributed among the holders of the Common Stock and the holders of stock of any other class ranking junior to the Cumulative Preference Stock according to their respective rates and preferences, and according to their respective shares. If upon any such liquidation, dissolution or winding up of the affairs of the Corporation the amounts payable on liquidation are not sufficient to pay in full the holders of all outstanding Cumulative Preference Stock, the holders of all series of Cumulative Preference Stock shall share ratably in any distribution of assets in accordance with the sums which would be payable on such shares if all sums payable were discharged in full.

        The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the property or business of the Corporation, shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this paragraph H.

        I.     No holder of Cumulative Preference Stock shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock or of securities of the Corporation convertible into stock, of any class whatsoever, whether now or hereafter authorized, and whether issued for cash, property, services or otherwise.

        J.     In addition to the voting rights expressly provided in paragraphs E, F and G of this Article FOURTH, the holders of Cumulative Preference Stock shall also be entitled to vote for the election of Directors and on all other matters submitted to a vote of the holders of the Common Stock of the Corporation, voting jointly as a single class with the holders of the Common Stock and not as a separate class, without regard to series, and subject to the provisions of paragraph AA of this Article FOURTH. Except as otherwise required by law, each holder of stock of the Corporation entitled to vote shall have one (1) vote for each share held thereof. No adjustment of the voting rights provided by this paragraph J shall be made in the event of any increase or decrease in the number of shares of Common Stock authorized, issued or outstanding or in the event of a stock split or combination of the Common Stock or in the event of a stock dividend on any class of stock payable in shares of Common Stock; and for the purposes paragraph F of this Article FOURTH, no amendment, alteration or repeal of any provisions of the Articles of Incorporation of the Corporation, as amended, adopted for the purpose of effecting any of the foregoing shall be deemed to affect adversely the voting rights of outstanding shares of the Cumulative Preference Stock or the holders thereof.

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COMMON STOCK

        A. In addition to the express terms and provisions of the Common Stock set forth above in this Article FOURTH, the following terms and provisions shall be applicable to the Common Stock:

        (a)   Each holder of Common Stock shall be entitled to one (1) vote for each share held thereof. Except as otherwise expressly provided in the Articles of Incorporation of the Corporation, as amended, and except as may be otherwise required by law or as a lesser vote may be permitted by law, the Corporation may lease, sell, exchange, transfer or otherwise dispose of all or substantially all of the property, assets or business of the Corporation or consolidate or merge with or into, or merge into the Corporation, any other corporation or corporations, or the Corporation may be dissolved voluntarily, or the Corporation may amend in any manner its Articles of Incorporation, or may take such other action as may require the authorization of shareholders, upon the affirmative vote of the holders of shares of the Cumulative Preference Stock and of the holders of shares of the Common Stock, voting jointly as a single class and not as separate classes, and without regard to series of the Cumulative Preference Stock, holding shares having a majority of the total voting power of all the shares of Cumulative Preference Stock and Common Stock at the time outstanding and entitled to vote. Except as may be otherwise expressly provided in the Articles of Incorporation of the Corporation, as amended, and except as may be otherwise required by law or as a lesser vote may be permitted by law, whenever by law a vote of the holders of the Common Stock as a separate class may be required to authorize the taking of any action by the Corporation, the affirmative vote of the holders of a majority of the shares of Common Stock at the time outstanding and entitled to vote shall be sufficient authorization by the holders of the Common Stock as a separate class for the taking of such action.

        (b)   No holder of Common Stock shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock or of securities of the Corporation convertible into stock, of any class whatsoever, whether now or hereafter authorized, and whether issued for cash, property, services or otherwise.

ARTICLE FIFTH: Series of Cumulative Preference Stock.

        The designation and express terms and provisions of a series of the Cumulative Preference Stock of the Corporation be and hereby are fixed as follows:

        A. Designation. The distinctive designation of said series shall be "Series A Cumulative Preference Stock" (hereinafter sometimes called the "Series A Preference Stock") and the number of shares initially constituting said series shall be One Million Five Hundred Thousand (1,500,000). The number of authorized shares of the Series A Preference Stock may be increased or decreased by further resolution duly adopted by the Board of Directors of the Corporation stating that such increase or decrease has been so authorized."

        B. Dividends and Distributions. The holders of record of shares of Series A Preference Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preference Stock (the "Original Issue Date"), in an amount per share (rounded to the nearest cent) equal to, but no more than, the greater of (a) Twelve Dollars and Fifty Cents ($12.50) or (b) subject to the provision for adjustment hereinafter set forth, one hundred (100) times the aggregate per share amount of all cash dividends, and one hundred (100) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock of the Corporation

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since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the Original Issue Date. In the event the Corporation shall at any time on or after the Original Issue Date declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) into a greater or lesser number of shares of Common Stock, therein each such case the amount to which holders of shares of Series A Preference Stock are entitled (without giving effect to such event) under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

        The Corporation shall declare a dividend or distribution on the Series A Preference Stock as provided in the paragraph above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of Twelve Dollars and Fifty Cents ($12.50) per share on the Series A Preference Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

        C. Redemption. The shares of the Series A Cumulative Preference Stock shall be redeemable at the option of the Corporation, as a whole or in part, at any time or from time to time, in accordance with the provisions of paragraph C of Article FOURTH of the Corporation's Amended Articles of Incorporation, at a redemption price per share equal to the Market Price (as hereinafter defined) of the Common Stock on the Trading Day (as hereinafter defined) immediately prior to the date fixed for redemption, multiplied by one hundred (100) (the "Multiplier"), plus in each case a sum equal to dividends accrued but unpaid; provided, however, that if the Series A Preference Stock shall be called for redemption prior to February 18, 2007, the Multiplier shall be one hundred and twenty-five (125).

        In the event the Corporation shall at any time on or after the Original Issue Date declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of Series A Preference Stock were entitled (without giving effect to such event), shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

        As used herein, the term "Market Price" per share of the Common Stock on any date of determination shall mean the average of the daily closing prices per share of the Common Stock (determined as described below) on each of the twenty (20) consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if the Company shall at any time (i) declare a dividend on the Common Stock payable in Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares in a reclassification of the Common Stock, and such event or an event of a type analogous to any such event shall have caused the closing prices used to determine the Market Price on any Trading Days not to be fully comparable with the closing price on such date of determination, each such closing price so used shall be appropriately adjusted in order to make it fully comparable with the closing price on such date of determination. The closing price per share of the Common Stock on any date shall be the last sale price, regular way, or, in case no such sale takes place on such date, the average of the closing bid and asked prices, regular way, for each share of the Common Stock, in either case as reported in the principal consolidated transaction

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reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the average of the high bid and low asked prices for each share of Common Stock in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the securities selected by the Board of Directors of the Corporation: provided, however, that if on any such date the Common Stock is not listed or admitted for trading on a national securities exchange or traded in the over-the-counter market, the closing price per share of the Common Stock on such date shall mean the fair value per share of Common Stock on such date as determined in good faith by the Board of Directors of the Corporation, after consultation with a nationally recognized investment banking firm with respect to the fair value per share of such securities, and set forth in a certificate delivered to the Corporation.

        As used herein, the term "Trading Day," when used with respect to the Common Stock, shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any national securities exchange, a Business Day (defined to mean any day other than a Saturday, Sunday or a day on which banking institutions in New York, New York are generally authorized or obligated by law or executive order to close).

        D. Conversion or Exchange. Except as otherwise provided herein, the holders of shares of this Series A Preference Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation.

        In case the Corporation shall enter into any consolidation, merger, combination, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preference Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to one hundred (100) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time on or after the Original Issue Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preference Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

        E. Liquidation Rights. Upon the voluntary liquidation, dissolution or winding up of the Corporation, the holders of the shares of this Series shall be entitled to receive an amount equal to the redemption price therefor current at the time of the distribution or payment date, and any other amounts specified in paragraph H of Article FOURTH of the Corporation's Amended Articles of Incorporation. Upon the involuntary liquidation, dissolution or winding up of the Corporation, the holders of the shares of this series shall be entitled to receive an amount equal to Thirty-Three Dollars and Thirty-Three Cents ($33.33) and any other amounts specified in paragraph H of Article FOURTH of the Corporation's Amended Articles of Incorporation.

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        F. Fractional Shares. Series A Preference Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders' fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preference Stock.

ARTICLE SIXTH: The Corporation is authorized by these Articles to purchase shares of any class issued by it in all instances except as otherwise expressly prohibited by these Articles or as prohibited by law.

ARTICLE SEVENTH:

        A. The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of the Corporation.

        B. Notwithstanding the provisions of paragraph AA(a) of Article FOURTH hereof or any other provisions of these Articles of Incorporation or the Code of Regulations (and notwithstanding that a lesser percentage may be allowed by law), the provisions of this Article SEVENTH may only be altered, amended, added to or repealed at a meeting held for such purpose by the affirmative vote of the holders of not less than eighty percent (80%) of the total voting power of the Corporation entitled to vote, voting jointly as a single class.

ARTICLE EIGHTH:

        A. The Directors shall be divided, with respect to the terms for which they severally hold office, into three (3) classes, as nearly equal in number as the then total number of Directors constituting the whole Board permits, as determined by the Board of Directors, with the term of office of one (1) class expiring each year. At the Annual Meeting of Shareholders in 1988, at which the Directors shall be initially classified, Directors of the first class shall be elected to hold office for a term expiring at the next succeeding Annual Meeting in 1989, Directors of the second class shall be elected to hold office for a term expiring at the second succeeding Annual Meeting in 1990 and Directors of the third class shall be elected to hold office for a term expiring at the third succeeding Annual Meeting in 1991, with each class of Directors to hold office until their successors are duly elected and qualified. At each Annual Meeting of Shareholders following such initial classification and election, Directors elected to succeed those Directors whose terms shall then expire, other than those Directors elected as provided in paragraph B of this Article EIGHTH by a separate class vote of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation of the Corporation, shall be elected to hold office for a term expiring at the third succeeding Annual Meeting after such election. In the event of any increase in the number of Directors of the Corporation, the additional Director or Directors shall be so classified that all classes of Directors shall be as nearly equal in number as may be possible, as determined by the Board of Directors. In the event of any decrease in the number of Directors of the Corporation, all classes of Directors shall be decreased in number as nearly equally as may be possible, as determined by the Board of Directors. No decrease in the number of Directors shall shorten the term of any incumbent Director. To the extent required by law, each class of Directors shall consist of at least three (3) Directors.

        B. In the event that the holders of any class or series of stock of the Corporation having a preference over the Common Stock as to dividends or upon liquidation of the Corporation are entitled, by a separate class vote, to elect Directors pursuant to the terms of these Articles of Incorporation (as they may be duly amended from time to time), then the provisions of the Articles of Incorporation with respect to their rights shall apply. Except as otherwise expressly provided in the Articles of Incorporation, the Directors that may be so elected by the holders of any such class or series of stock shall be elected for terms expiring at the next Annual Meeting of Shareholders and, without regard to the classification of the remaining members of the Board of Directors, vacancies among Directors so elected by the separate class vote of any such class or series of stock shall be filled by the remaining

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Directors elected by such class or series, or, if there are no such remaining Directors, by the holders of such class or series in the same manner in which such class or series initially elected Directors.

        C. If at any meeting for the election of Directors, more than one (1) class of stock, voting separately as classes, shall be entitled to elect one (1) or more Directors and there shall be a quorum of only one (1) such class of stock, that class of stock shall be entitled to elect its quota of Directors notwithstanding the absence of a quorum of the other class or classes of stock.

        D. Notwithstanding the provisions of paragraph AA(a) of Article FOURTH hereof or any other provisions of these Articles of Incorporation or the Corporation's Code of Regulations (and notwithstanding that a lesser percentage may be allowed by law), the provisions of this Article EIGHTH may be altered, amended, added to or repealed at a meeting held for such purpose only by the affirmative vote of the holders of not less than eighty percent (80%) of the total voting power of the Corporation entitled to vote, voting jointly as a single class.

ARTICLE NINTH: These Amended Articles of Incorporation take the place of and supersede the existing Articles of Incorporation of the Corporation as heretofore amended.

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EXHIBIT 3.1

AMENDED ARTICLES OF INCORPORATION of GENCORP INC.
CUMULATIVE PREFERENCE STOCK
COMMON STOCK

EX-3.3

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Exhibit 3.3

CERTIFICATE OF FORMATION
OF
AEROJET FINE CHEMICALS LLC

        This Certificate of Formation is being executed as of October 29, 1998, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

        The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

        1.    Name.    The name of the limited liability company is Aerojet Fine Chemicals LLC (the "Company").

        2.    Registered Office and Registered Agent.    The Company's registered office in the State of Delaware is located at 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

        IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

AEROJET-GENERAL CORPORATION, as Sole Member and Authorized Person
By:	/s/  ROBERT A. WOLFE Name: Robert A. Wolfe Title: President

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Exhibit 3.3

CERTIFICATE OF FORMATION OF AEROJET FINE CHEMICALS LLC

EX-3.4

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Exhibit 3.4

BY-LAWS

OF

AEROJET FINE CHEMICALS LLC

INTRODUCTION

        A.    Agreement.    These By-laws of Aerojet Fine Chemicals LLC, a Delaware limited liability company (the "Company"), shall be subject to the Amended and Restated Limited Liability Company Agreement of the Company as from time to time in effect (the "Agreement"). In the event of any inconsistency between the terms hereof and the terms of the Agreement, the terms of the Agreement shall control.

        B.    Definitions.    Capitalized terms used herein are not herein defined are used as defined in the Agreement.

ARTICLE I
OFFICES

        SECTION 1.    Registered Office.    The registered office of the Company and the name of the registered agent in charge thereof shall be as provided in the Agreement.

        SECTION 2.    Additional Offices.    The Company may also have offices at such other places as provided in the Agreement.

ARTICLE II
ACTION BY THE STOCKHOLDERS

        SECTION 1.    Meeting of Stockholders.    Meetings of Stockholders shall be held at any place designated by the President. Any meeting of the Stockholders may be held by conference telephone or similar communication equipment so long as all Stockholders participating in the meeting can hear one another and all Stockholders participating by telephone or similar communication equipment shall be deemed present in person at the meeting. Meetings of the Stockholders may be called at any time by the President for the purpose of taking any action upon any matter requiring the vote or authority of the Stockholders as provided herein or in the Agreement or upon any matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Stockholders to act on any matter upon which Stockholders may vote as provided in the Agreement or the Delaware Act shall be called promptly by the President or the Secretary upon the written request of Stockholders of the Company owning a majority of the Interests in the Company. Notice of any meeting of Stockholders shall be given to each Stockholder by mail on or before the fifth day (excluding Sundays and legal holidays) immediately preceding the day of the meeting or by telegraph, cable, telecopy or telex, or personally in writing, on or before the second day immediately preceding the day of the meeting. Notice of any meeting of Stockholders may be waived by any Stockholder before, during or after such meeting and any Stockholder who attends any meeting of the Stockholders shall be deemed to have waived the requirement of notice thereof, unless such Stockholder protests the manner in which notice of such meeting was given before or at the commencement of such meeting.

        SECTION 2.    Written Consent.    Any action taken by the Stockholders may be evidenced by a written consent signed by the Stockholders owning the requisite Interest in the Company and filed with the records of the Company.

        SECTION 3.    Quorum and Voting.    The presence at any meeting of the Stockholders of Stockholders owning more than 50% of the Percentage Interests of the Company shall constitute a quorum for the transaction of business. Any action taken by the Stockholders at a meeting or by written consent shall require the approval of Stockholders owning more than 50% of the Percentage

Interests of the Company unless by provisions of statute, the Agreement or these By-laws a different vote is required, in which case such provision shall govern.

ARTICLE III
DIRECTORS

        SECTION 1.    General Powers.    The property and business of the Company shall be managed by, or under the direction of, its Board of Directors as provided in the Agreement. The Board of Directors may hold its meetings, establish Company offices and agencies, and keep the books and records of the Company at such places either within or without the State of Delaware as it may from time to time determine.

        SECTION 2.    Meetings.    Meetings of the Board of Directors may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Directors in office, and the person or persons so calling or requesting the calling of any meeting of the Board of Directors shall in such call or request fix the date, hour and place, within or without the State of Delaware, for holding any such meeting. In connection with any meeting of the Board of Directors, any Director may participate in the meeting by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and all Directors participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

        SECTION 3.    Notice of Meetings.    Notice of any meeting of the Board of Directors shall be given to each Director by mail on or before the fifth day (excluding Sundays and legal holidays) immediately preceding the day of the meeting or by telegraph, cable, telecopier or telex, or personally in writing, on or before the second day immediately preceding the day of the meeting. Notice of any meeting of the Board of Directors may be waived by any Director before, during or after such meeting and any Director who attends any meeting of the Board of Directors shall be deemed to have waived the requirement of notice thereof, unless such Director protests the manner in which notice of such meeting was given before or at the commencement of such meeting.

        SECTION 4.    Number of Directors.    The number of Directors which shall constitute the whole Board of Directors of the Company shall be not fewer than three (3) nor more than seven (7). Within such limits, the number of Directors shall be as fixed at any meeting of the Board of Directors by resolution adopted by a majority of the Directors then in office; provided, however, that no decrease in the number of Directors constituting the whole Board shall shorten the term of any incumbent Director. Vacancies created by an increase in the number of Directors shall be filled as provided in the Agreement.

        SECTION 5.    Quorum.    The presence at any meeting of the Board of Directors of a majority of the number of Directors then in office shall constitute a quorum for the transaction of business.

        SECTION 6.    Voting.    The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless by provision of statute, the Agreement or these By-laws the vote of a different number of Directors is required in which case such provision shall govern.

        SECTION 7.    Action Without A Meeting.    Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of the Agreement, these By-laws or applicable law). Any such written consent may be executed and given by telecopy or similar electronic means. Such written consent shall be filed with the minutes of the proceeding of the Directors.

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        SECTION 8.    Resignation.    Any Director or member of a committee of Directors may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

        SECTION 9.    Chairman of the Board.    The Board of Directors shall appoint a Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors and shall have and perform all powers and duties incident to a chairman of the board of a corporation and such other powers and duties as from time to time may be assigned to the Chairman of the Board by the Board of Directors.

ARTICLE IV
COMMITTEES

        SECTION 1.    Appointment; Powers.    The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more committees of the Board, each committee to consist of such number of Directors and to have such powers of the Board of Directors in the management of the business and affairs of the Company as the Board may determine and specify in such a resolution. The Board of Directors may at any time, by resolution similarly adopted, change the number, members or powers of any such committee, fill vacancies, or discharge any such committee.

        SECTION 2.    Procedures; Meetings; Quorum.    To the extent any such action is not taken by the Board of Directors, each committee may choose its own chairman and secretary, fix its own rules of procedure, and meet at such times and at such place or places as may be provided by such rules. At every meeting of each committee, the presence of a majority of all the members thereof shall be necessary to constitute a quorum and the affirmative vote of a majority of the members present shall be necessary to decide any question before the committee. Unless otherwise provided by the Board of Directors or by the committee, the members of each committee may participate in meetings by telephone or similar communication equipment and may act by written consent to the same extent as provided in these By-laws with respect to the entire Board of Directors.

ARTICLE V
OFFICERS

        SECTION 1.    Officers.    The officers of the Company shall be a President, one or more Vice Presidents, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors. Any two or more offices, except those of President and Secretary, may be held by the same person. The Board of Directors may appoint one or more Assistant Treasurers, and one or more Assistant Secretaries who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors. Subject to Section 6 of this Article V, each officer and assistant officer elected or appointed by the Board of Directors shall hold office until his or her successor shall be chosen.

        SECTION 2.    President.    The President shall be the chief executive officer of the Company and shall have general direction, control and supervision over the business, affairs and operations of the Company, subject to the control and direction of the Board of Directors. The President shall keep the Board of Directors fully informed concerning the business of the Company under his supervision. Unless otherwise provided by the Board of Directors, the President may execute and deliver bonds, notes, contracts, agreements or other obligations or instruments in the name of the Company, and with the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, may execute and deliver any certificate representing Interests in the Company. In general, the President shall have and

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perform all powers and duties incident to the office of a president of a corporation and such other powers and duties as from time to time may be assigned to the President by the Board of Directors.

        SECTION 3.    Vice President.    In the absence or incapacity of the President, a Vice President designated by the Board of Directors shall have and perform all duties of the President, and when so acting, shall have the powers of and be subject to all the restrictions upon the President. Unless otherwise provided by the Board of Directors, each Vice President may execute and deliver bonds, notes, contracts, agreements or other obligations or instruments in the name of the Company and with the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, may execute and deliver any certificate representing Interests in the Company. Each Vice President shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or by the President.

        SECTION 4.    Treasurer.    The Treasurer shall have responsibility for the custody and safekeeping of all funds and securities of the Company; he may sign with the President or any Vice President any or all certificates representing Interests in the Company; and in general the Treasurer shall have and perform all of the other powers and duties incident to the office of treasurer and such other powers and duties as may be assigned by the Board of Directors or the President. Unless otherwise provided by the Board of Directors, the Treasurer (and any Assistant Treasurer that may be appointed) may execute and deliver bonds, notes, contracts, agreements or other obligations or instruments in the name of the Company.

        SECTION 5.    Secretary.    The Secretary shall keep or cause to be kept records of any action taken by the Stockholder by written consent and the minutes of all meetings of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of these By-laws and as required by law; shall be custodian of the minute books, and similar records and of the seal of the Company; shall keep or cause to be kept a ledger identifying the Stockholder and an address of the Stockholder (and each successor); may sign with the President and any Vice President any and all certificates representing Interests in the Company; and in general the Secretary shall have and perform all powers and duties incident to the office of the secretary and such other powers and duties as may, from time to time, be assigned by the Board of Directors or the President. Unless otherwise provided by the Board of Directors, the Secretary (and any Assistant Secretary that may be appointed) may execute and deliver bonds, notes, contracts, agreements or other obligations or instruments in the name of the Company.

        SECTION 6.    Removal of Officers.    Any officer elected or appointed by the Board of Directors may be removed, either with or without cause, by the vote of a majority of the Directors then in office at any meeting of the Board of Directors.

        SECTION 7.    Filling of Vacancies.    If a vacancy shall exist in the office of any officer or assistant officer of the Company, the Board of Directors may elect or appoint any person to fill such vacancy, such person to hold office (subject to Section 6 of this Article V) until his successor shall be chosen and qualified.

ARTICLE VI
INTERESTS

        SECTION 1.    Transfer of Interests.    Unless otherwise provided by the Board of Directors, certificates representing Interests in the Company shall be issued. A register shall be kept at an office of the Company or the Company's transfer agent that shall contain the name and address of the Stockholders and a record of all transfers of Interests. The persons indicated as the Stockholders on the Company's register shall be entitled to receive dividends or other distributions and otherwise to exercise or enjoy the rights of the Stockholders. Subject to the Agreement, Interests in the Company

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shall be transferable only upon its books by the holder thereof in person or by his duly authorized attorneys or legal representatives or pursuant to the unclaimed property laws of the various states. Upon the transfer of any Interests, the old certificate(s) representing such Interests shall be surrendered to the Company by the delivery thereof to the Secretary or the transfer agent for said certificates, or to such other person as the Board of Directors may designate, by whom such old certificates shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer.

        SECTION 2.    Lost or Destroyed Certificates.    The Board of Directors may determine the conditions upon which a new certificate may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and may, in the Board's discretion, require the owner of such certificate or the owner's legal representative to give bond, with such surety, if any, as the Board shall deem appropriate, sufficient to indemnify the Company and each transfer agent and registrar, against any claim that may arise by reason of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII
COMPANY SEAL

        The Board of Directors may authorize and establish a company seal containing the name of the Company, the words "Limited Liability Company Seal" or "LLC Seal" and "Delaware", and otherwise in such form as shall be approved by the Board of Directors.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

        SECTION 1.    Notice.    Any notice required, (a) if given by mail, shall be deemed to have been given upon the deposit thereof in a post office box, postage prepaid, or (b) if given by telegraph or cable, shall be deemed to have been given upon delivery thereof to the telegraph or cable company for transmission, or (c) if the person entitled to notice has facilities for the receipt of telecopies or telex or other electronic means, shall be deemed to have been given upon transmission of the notice by such means; and in any instance the notice shall be addressed to the person entitled thereto at such person's last known address according to the records of the Company.

        SECTION 2.    Voting Upon Stocks.    Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of stockholders of any company in which the Company may hold stock or other interests, and also to execute and deliver for and on behalf of the Company proxies in respect of such meetings, and at any such meeting the President or the individual or individuals named in the proxy executed by the President in respect of such meeting shall possess and may exercise any and all the rights and powers incident to the ownership of such stock and which, as the owner thereof, the Company might have possessed and exercised if present. The Board of Directors, by resolution, from time to time may confer like powers upon any other person or persons, which powers may be general or confined to specific instances.

ARTICLE IX
AMENDMENTS

        The Board of Directors shall have full power to alter, amend or repeal these By-laws or any provision thereof, or to adopt new by-laws, at any meeting or by action without a meeting as herein provided. By-laws adopted, altered or amended by the Board of Directors may be altered, amended or repealed by the Stockholders.

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SCHEDULE I

Stockholders

Name & Address	Percentage Interest
GenCorp Inc.	100%

(via overnight courier)
Highway 50 @ Aerojet Road
Rancho Cordova, California 95670

(via regular mail)
P.O. Box 537012
Sacramento, California 95813-7012

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Exhibit 3.4

BY-LAWS OF AEROJET FINE CHEMICALS LLC INTRODUCTION

EX-3.5

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Exhibit 3.5

ARTICLES OF INCORPORATION

of

CROSLEY MOTORS, INC.

        The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation for profit under the General Corporation Act of Ohio, do hereby certify:

        FIRST: The name of said corporation shall be Crosley Motors, Inc.

        SECOND: The place in the State of Ohio where its principal office is to be located is the City of Cincinnati, Hamilton County.

        THIRD: The purpose or purposes for which it is formed are:

        (a)   To manufacture, assemble, buy, sell and deal in automobiles, trucks, and other motor vehicles, and engines, parts, accessories and supplies therefor.

        (b)   To manufacture, purchase or otherwise acquire, sell, assign and transfer, exchange or otherwise dispose of, and to invest, trade, deal in or deal with goods, wares and merchandise and personal property of every class and description.

        (c)   To purchase, acquire, hold, mortgage, pledge, hypothecate, loan money upon, exchange, sell, and otherwise deal in personal property and real property of every kind, character and description whatsoever and wheresoever situated, and any interest therein.

        (d)   To acquire by purchase, subscription, underwriting, participation in syndicates, or otherwise, and to hold, own, sell, exchange, pledge, hypothecate or otherwise dispose of, shares of stock, bonds, mortgages, debentures, trust receipts, participation certificates, certificates of beneficial interest, notes and other securities, obligations, contracts, choses in action and evidences of indebtedness generally, or interests therein, of corporations, associations, firms, trusts, governments, states, colonies, municipalities, and other organizations or persons; to receive, collect and dispose of interest, dividends and income upon, of or from, and to exercise any and all rights and privileges of individual ownership or interest in any of the foregoing, including the right to vote thereon for any and all purposes, and as to any and all acts and things for the preservation, protection, improvement and enhancement in value thereof and to endorse or guarantee the same or become surety in respect thereof, and to aid by loan, subsidy, guarantee or otherwise, those issuing, selling, creating or responsible for the same. The corporation may purchase, hold, sell, and reissue any of its shares and to the extent that the authority to do the same may be granted under these Articles the Board of Directors shall have power to do all said acts, without any action by shareholders.

        (e)   To apply for, obtain, purchase, take licenses in respect of or otherwise acquire, and to hold, own, use, grant licenses in respect of, manufacture under, sell, assign, mortgage, pledge or otherwise dispose of: any and all inventions, devices, processes and any improvements and modifications thereof; and any and all letters patent of the United States or of any other country, state, territory, or locality, and all rights connected therewith or appertaining thereunto; any and all copyrights granted by the United States or any other country, state, territory, or locality; and any and all trade marks, trade names, trade symbols and other indications or origin and ownership granted by or recognized under the laws of the United States or of any other country, state, territory or locality.

        (f)    To acquire all or any part of the goodwill, rights, property and business of any corporation, association, partnership, firm, trustee, syndicate, combination, organization, other entity, or individual, domestic or foreign, heretofore or hereafter engaged in any business, similar to the business of the corporation or otherwise, and to pay for the same in cash or in shares or

obligations of the corporation or otherwise, and to hold, utilize, enjoy and in any manner dispose of the whole or any part of the rights and property so acquired, and to assume in connection therewith any liabilities of any such corporation, association, partnership, firm, trustee, syndicate, combination, organization, individual or other entity, domestic or foreign, and to conduct in the State of Ohio and/or in any other state, territory, locality or country the whole or any part of the business thus acquired, provided such business is not prohibited by the laws of the State of Ohio.

        Each purpose specified in any clause or paragraph contained in this Article Third shall be deemed to be independent of all other purposes herein specified and shall not be limited or restricted by reference to or inference from the terms of any other clause or paragraph of these Articles of Incorporation.

        The corporation reserves the right, at any time and from time to time, substantially to change its purposes, in the manner now or hereafter permitted by statute. Any change of the purposes of the corporation, authorized or approved by the holders of shares entitling them to exercise the proportion of the voting power of the corporation now or hereafter required by statute, shall be binding and conclusive upon every shareholder of the corporation as fully as if such shareholder had voted therefor; and no shareholder, notwithstanding that he may have voted against such change of purposes or may have objected in writing thereto, shall be entitled to payment of the fair cash value of his shares.

        FOURTH: The maximum number of shares which the corporation is authorized to have outstanding is six hundred thousand (600,000) shares, without par value, designated as common stock.

        Shares without par value may be issued pursuant to subscriptions taken by the incorporators for such amount of consideration as may be specified by the incorporators, and after organization, shares without par value now or hereafter authorized may be issued or agreed to be issued from time to time for such amount or amounts of consideration as may be fixed from time to time by the Board of Directors. The Board of Directors in its discretion may fix different amounts and/or kinds of consideration for the issuance of shares without par value, whether issued at the same or different times, and may determine that only a part or proportion of the amount or amounts of consideration which shall be received by the corporation shall be stated capital. Any and all shares without par value so issued, the consideration for which, as fixed by the incorporators or by the Board of Directors, has been paid or delivered, shall be fully paid and non-assessable.

        FIFTH: The amount of capital with which the corporation will begin business is One Thousand Dollars ($1,000).

        SIXTH: The Board of Directors is hereby authorized to fix and determine and to vary the amount of working capital of the corporation, to determine whether any, and, if any, what part of its surplus, however created or arising, shall be used or disposed of or declared in dividends or paid to shareholders, and, without action by the shareholders, to use and apply such surplus, or any part thereof, at any time or from time to time in the purchase or acquisition of shares of any class, voting trust certificates for shares, bonds, debentures, notes, scrip, warrants, obligations, evidences of indebtedness of the corporation or other securities of the corporation, to such extent or amount and in such manner and upon such terms as the Board of Directors shall deem expedient.

        SEVENTH: No holder of shares of the corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class, now or hereafter authorized, or to purchase or subscribe for, securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares, except such rights of subscription or purchase, if any, at such price or prices and upon such terms and conditions as the Board of Directors in its discretion from time to time may determine.

2

        EIGHTH: Notwithstanding any provision of the General Code of Ohio, now or hereafter in force, requiring for any purpose the vote or consent of the holders of shares entitling them to exercise two-thirds or any other proportion of the voting power of the corporation or of any class or classes of shares thereof, such action, unless otherwise expressly required by statute, may be taken by the vote or consent of the holders of shares entitling them to exercise a majority of the voting power of the corporation or of such class or classes.

        NINTH: Every statute of the State of Ohio hereafter enacted, whereby the rights or privileges of shareholders of a corporation organized under the General Corporation Act of said State are increased, diminished or in any way affected, or whereby effect is given to any action authorized, ratified or approved by less than all the shareholders of any such corporation, shall apply to this corporation and shall be binding upon every shareholder thereof to the same extent as if such statute had been in force at the date of the filing of these Articles of Incorporation.

        TENTH: A director of this corporation shall not be disqualified by his office from dealing or contracting with the corporation as a vendor, purchaser, employee, agent, or otherwise; nor shall any transaction or contract or act of this corporation be void or voidable or in any way affected or invalidated by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder or director is in any way interested in such transaction or contract or act, provided the fact that such director or such firm or such corporation is so interested shall be disclosed or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction or act shall be taken; nor shall any such director be accountable or responsible to the corporation for or in respect to any such transaction or contract or act of this corporation or for any gains or profits realized by him by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder or director is interested in such transaction or contract or act; and any such director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action in respect to any such contract or transaction or act, and may vote thereat to authorize, ratify or approve any such contract or transaction or act, with like force and effect as if he or any firm of which he is a member or any corporation of which he is a shareholder or director were not interested in such transaction or contract or act.

        IN WITNESS WHEREOF, we have hereunto set our hands this 3rd day of August 1945.

/s/  WALTER M. SHOHL

/s/  RICHARD W. TODD

/s/  MARIE E. DONNELLY Incorporators

STATE OF OHIO	)
	)	SS:
COUNTY OF HAMILTON	)

        Personally appeared before me, the undersigned, a Notary Public in and for said county, this 3rd day of August, 1945, the above named Walter M. Shohl, Richard W. Todd and Marie E. Donnelly, each of whom acknowledged the signing of the foregoing Articles of Incorporation to be his free act and deed for the uses and purposes therein mentioned.

        WITNESS my hand and official seal on the day and year last aforesaid.

/s/  FRANCES C. LACKNER

Notary Public, Hamilton County, Ohio

3

AMENDMENT

OF ARTICLES OF INCORPORATION

OF CROSLEY MOTORS, INC.

        Lewis M. Crosley, Vice President and Stanley E. Kess, Assistant Secretary of Crosley Motors, Inc., an Ohio corporation with its principal office located at Cincinnati, Ohio, do hereby certify that a meeting of the holders of the shares of said corporation entitling them to vote on the proposal to amend the articles of incorporation thereof, as contained in the following resolution, was duly called and held on the 9th day of November, 1949, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal* the following resolution was adopted to amend the articles:

        RESOLVED, that, since Crosley Motors, Inc. is authorized to issue six hundred thousand (600,000) shares of common stock without par value, of which 569,254 shares are now issued and outstanding at a stated value of $6.00 per share and 30,746 shares are unissued and it is desired to change all of said common stock without par value into an equal number of shares of common stock with a par value of $6.00 per share, without changing the stated capital of the corporation which is now $3,435,524;

        THEREFORE, said 569,254 shares of the issued and outstanding common stock without par value shall be, and the same hereby are, changed into 569,254 shares of common stock with a par value of $6.00 per share; and said 30,746 shares of unissued common stock shall be, and the same hereby are, changed into 30,746 shares of unissued common stock with a par value of $6.00 per share; and

        RESOLVED FURTHER, that, in order to effectuate said change from common stock without par value into common stock with a par value of $6.00 per share, the Articles of Incorporation of Crosley Motors, Inc. shall be, and the same hereby are, amended by striking out in its entirety Article Fourth thereof and substituting therefore the following new Article Fourth:

"Fourth: The maximum number of shares which the Corporation is authorized to have outstanding is six hundred thousand (600,000) shares with a par value of $6.00 each, designated as common stock."

        RESOLVED FURTHER, that the President or the Vice President and the Secretary or an Assistant Secretary of the Corporation shall be, and they hereby are, authorized and directed to execute and file in the Office of the Secretary of State of Ohio a Certificate of Amendment embodying the above amendment to the Articles of Incorporation of Crosley Motors, Inc., and to execute and deliver any other instrument deemed necessary or appropriate to carry out the intent and purpose of the foregoing resolutions.

        IN WITNESS WHEREOF, said Lewis M. Crosley, Vice President and Stanley E. Kess, Assistant Secretary, of Crosley Motors, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto fixed this 10th day of November, 1949.

By:	/s/  LEWIS M. CROSLEY Lewis M. Crosley, Vice President
By:	/s/  STANLEY E. KESS Stanley E. Kess, Assistant Secretary

4

CERTIFICATE OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

CROSLEY MOTORS, INC.

        Lewis M. Crosley, Vice-President, and Frank W. Knowlton, Secretary, of CROSLEY MOTORS, INC., an Ohio corporation with its principal office located at Cincinnati, Ohio, DO HEREBY CERTIFY that a meeting of the holders of shares of said Corporation entitling them to vote on the proposal to amend the Articles of Incorporation thereof, as contained in the following resolutions, was duly called and held on the 12th day of December, 1952, at which a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitled under the Articles of Incorporation, as heretofore amended, to exercise a majority of the voting power of the Corporation on such proposal, to wit, the holders of a majority of the outstanding shares of Common Stock, being the only class of shares outstanding, such vote being the vote required under the Articles of Incorporation to adopt such proposal, the following resolution was adopted to amend the Articles:

        RESOLVED, that the Articles of Incorporation, as heretofore amended, of Crosley Motors, Inc., be and hereby are amended as follows:

•

(1) The par value of the shares of Common Stock of the Corporation, both issued and unissued, is hereby increased from $6 per share to $10 per share and each 20 shares of the issued shares of Common Stock of the par value of $6 per share are hereby changed into one share of Common Stock of the par value of $10 per share, so that hereafter the authorized number of shares of Common Stock shall be 600,000 shares of the par value of $10 per share, out of which 28,462.7 shares are issued; and (2) a new class of 2,716 shares of Convertible Preferred Stock of the par value of $1,000 per share is hereby authorized.



•

The number and class of issued shares being so changed by this Amendment are 569,254 shares of Common Stock, par value $6 per share, and the number and class of issued shares into which they are being so changed by this Amendment are 28,462.70 full-paid and non-assessable shares of Common Stock, par value $10 per share.



•

Upon this Amendment becoming effective, each Common Stock certificate shall automatically represent 1/20^th the number of shares previously represented thereby, and all such shares shall be and become and hereby are changed into shares of the par value of $10 per share, rather than shares of the par value of $6 per share. Upon the surrender of certificates for Common Stock of the par value of $6 per share of the Corporation, the Corporation will issue to the respective holders thereof certificates representing the appropriate full number, or fraction, of shares of Common Stock of the par value of $10 per share.



•

In conformity with the foregoing, Article Fourth of the Company's Articles of Incorporation, as amended, shall henceforth be and read as follows:

"Fourth: The maximum number of shares which the Corporation is authorized to have outstanding is Six hundred two thousand seven hundred sixteen (602,716), of which Two thousand seven hundred sixteen (2,716) shares of the par value of One thousand Dollars ($1,000) each shall be classified as Convertible Preferred Stock and Six hundred thousand (600,000) shares of the par value of Ten Dollars ($10) each shall be classified as Common

5

Stock, and the designations and express terms and provisions of the shares of Convertible Preferred Stock and Common Stock are as follows:

•

The holders of Convertible Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of any funds legally available for the purpose, cumulative cash dividends at the rate of three percent (3%) per annum and no more, payable quarter-yearly, on the first days of January, April, July and October in each year, to stockholders of record on the respective dates, not exceeding forty-five days preceding such dividend payment dates, fixed for the purpose by the Board of Directors in advance of payment of each particular dividend. Such dividends on the Convertible Preferred Stock shall be payable before any cash dividends on the Common Stock shall be paid or set apart for payment and shall be cumulative from and after the 13th day of December, 1952.*



•

So long as any of the Convertible Preferred Stock remains outstanding no dividend whatever shall be paid or declared, nor any distribution be made, on the Common Stock, other than a dividend payable in Common Stock, nor shall any shares of Common Stock be acquired for a consideration by the Corporation:



•

unless all dividends on the Convertible Preferred Stock accrued for all past quarter-yearly dividend periods shall have been paid and the full dividends thereon for the then current quarter-yearly dividend period shall have been paid or declared and a sum sufficient for the payment thereof set apart; and



•

unless all amounts theretofore required to be set aside for the sinking fund hereinafter provided shall have been set aside.

        Subject to the foregoing provisions with respect to the Convertible Preferred Stock, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time out of funds legally available therefor, and the Convertible Preferred Stock shall not be entitled to participate in any such dividends, whether payable in cash, stock or otherwise.

•

So long as any shares of the Convertible Preferred Stock remain outstanding, there shall be set aside as a sinking fund, annually on or before October 31 of each year commencing with 1953, out of earnings of the Corporation for the twelve-month period ending the preceding July 31, an amount in cash sufficient to redeem at the redemption price hereinafter provided a number of shares of Convertible Preferred Stock (to the nearest full share) determined by dividing the sum of (a) the number of shares of such stock outstanding on the preceding October 15 and (b) the number of shares of such stock purchased for retirement or redeemed other than through said sinking fund and not theretofore credited against said sinking fund requirement by the number of years between such October 31 and October 31, 1965. Against such cash sinking fund requirement for any year the Corporation may credit itself with the redemption price of shares of Convertible Preferred Stock which the Corporation may have purchased for retirement or redeemed other than through said sinking fund. Monies set aside for the sinking fund as aforesaid shall be applied to the redemption of shares of Convertible Preferred Stock on the following December 1. Anything herein to the contrary notwithstanding, the Corporation shall be obligated to set aside in cash the annual sinking fund requirement only to the extent that earnings of the Corporation are available therefor, provided, however, that if in any year the Corporation does not set aside in cash the full annual sinking fund requirement for such year the amount of the deficiency shall be added to the sinking fund requirement for the next succeeding year. For the purpose of this paragraph the term "earnings" of the Corporation shall mean its earnings after deduction of all charges of a proper character, including income and profits taxes and dividends accrued during the particular year on the Convertible Preferred Stock, all determined in accordance with accepted accounting practice. All shares of Convertible

6

Preferred Stock purchased or redeemed by the Corporation for or through the sinking fund shall be retired and shall not thereafter be issued.

•

The Corporation at the option of the Board of Directors may redeem the whole or any part of the Convertible Preferred Stock at any time outstanding, at any time, or from time to time, upon notice duly given as hereinafter specified, at the redemption price of $1,000 per share together with a sum computed at the annual rate of $30 per share on the shares to be redeemed from and after December 13, 1952* to and including the date fixed for such redemption, less the aggregate of the dividends paid thereon prior to such redemption date, but computed without interest.

        Notice of every such redemption shall be mailed at least thirty days prior to the date fixed for such redemption to the holders of record of the shares so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation.

        In case of redemption of a part only of the Convertible Preferred Stock at the time outstanding, the redemption may be either pro rata or by lot. The Board of Directors shall have full power and authority to prescribe the manner in which the drawings by lot or the pro rata redemption shall be conducted and, subject to the provisions herein contained, the terms and conditions upon which the Convertible Preferred Stock shall be redeemed from time to time.

        If such notice of redemption shall have been duly mailed as aforesaid, and if, on or before the redemption date specified therein, all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, all shares so called for redemption shall no longer be deemed outstanding on and after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on redemption thereof, without interest.

        If such notice of redemption shall have been duly mailed as aforesaid and if on or before the redemption date specified therein the funds necessary for such redemption shall have been deposited by the Corporation with a bank or trust company in good standing, designated in such notice, organized under the laws of the United States of America or of the State of Ohio, doing business in the City of Cincinnati, having a capital surplus and undivided profits aggregating at least $5,000,000 according to its last published statement of condition, in trust for the pro rata benefit of the holders of the shares so called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit all shares of the Convertible Preferred Stock so called for redemption shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so deposited, without interest. Any interest accrued on such funds shall be paid to the Corporation from time to time.

        Any funds so set aside or deposited, as the case may be, and unclaimed at the end of six years from such redemption date shall, at the request of the Corporation, be released or repaid to the Corporation, after which the holders of the shares so called for redemption shall look only to the Corporation for payment thereof.

        Shares of the Convertible Preferred Stock so redeemed shall not be reissued.

•

In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Convertible Preferred Stock shall be entitled to be paid an amount equal to the par value thereof plus all unpaid and accrued dividends thereon before any

7

sum shall be paid to or any assets distributed among the holders of the Common Stock. If such payments shall have been made in full to the holders of the Convertible Preferred Stock, the remaining assets of the Corporation shall be distributed among the holders of the Common Stock, pro rata in accordance with their respective holdings.

•

Subject to the provisions for adjustment hereinafter set forth, each share of the Convertible Preferred Stock shall be convertible at the option of the holder thereof upon surrender to the Corporation, or to any Transfer Agent of the Corporation, of the certificate for the share so to be converted into full-paid and non-assessable shares of the Common Stock of the Corporation, at the price (taking the shares of Convertible Preferred Stock at $1,000 per share) of $10 per share of Common Stock. The then applicable price above mentioned at which shares of Common Stock shall be issuable upon conversion of shares of Convertible Preferred Stock is hereinafter referred to as the "conversion price" of the shares of Convertible Preferred Stock. Upon conversion of any shares of Convertible Preferred Stock, no allowance or adjustment shall be made for dividends on either class of stock.



•

The conversion price shall be subject to adjustment from time to time (i) in the event of the issue of any shares of Common Stock, whether as a dividend or otherwise (other than shares issued to officers or other employees of the Corporation or any of its subsidiaries pursuant to options heretofore or hereafter granted to them upon an aggregate of not exceeding 10% of the maximum number of shares of Common Stock at any time hereafter outstanding, and other than shares issued upon conversion of shares of Convertible Preferred Stock, and not including the sale or other disposition of shares in the treasury of the Corporation) for a consideration per share less than the then prevailing conversion price for the shares of Convertible Preferred Stock, or (ii) in the event that the Corporation issues any class of stock or other securities, whether as a dividend or otherwise (other than shares in the treasury of the Corporation), convertible into Common Stock at a conversion price less than the then prevailing conversion price for shares of Convertible Preferred Stock, or issues any options or warrants (other than options heretofore or hereafter granted to officers or other employees of the Corporation or any of its subsidiaries upon an aggregate of not exceeding 10% of the maximum number of shares of Common Stock at any time hereafter outstanding) entitling the holders to purchase Common Stock (other than shares in the treasury of the Corporation) at a price less than the then prevailing conversion price for shares of Convertible Preferred Stock, or (iii) in the event that the Corporation shall at any time split up, combine or otherwise reclassify the Common Stock, or (iv) in the event the Corporation shall take any other action with respect to the Common Stock, whether by way of merger, consolidation or otherwise, other than declaration or payment of any cash dividend or dividends thereon, which, in the opinion of the Board of Directors of the Corporation, would affect adversely the conversion price, provided that, in the event of any adjustment pursuant to (ii) above, upon the termination of the conversion right of any such convertible stock or other security or the expiration of any such option or warrant, such adjustment shall be reversed with respect to any such stock or other securities not so converted or any such options or warrants not exercised. In every such case the Board of Directors of the Corporation shall appoint a firm of independent public accountants (which may be the firm that regularly examines the financial statements of the Corporation) which shall give their opinion as to the adjustment, if any, of the conversion price required to preserve to the holders of shares of Convertible Preferred Stock a conversion price substantially proportionate to the conversion price existing prior to such event, and the conversion price shall be forthwith adjusted in accordance with such opinion, which shall be conclusive, and such adjusted conversion price shall be furnished to the Transfer Agent and, upon request, to any holder of shares of Convertible Preferred Stock. In giving such opinions such accountants shall rely upon any findings of the Board of Directors as to values, the opinion of the Board of Directors given pursuant to

8

clause (iv) of this paragraph, and upon the opinion of counsel, who may be counsel for the Corporation, as to any matters of law.

•

In lieu of fractions of shares of stock issuable upon conversion of Convertible Preferred Stock, the Corporation shall issue fractional script certificates, in bearer form, calculated to the nearest 1/1000th of a share, which shall not entitle the bearer to vote or to receive dividends or to any rights of a shareholder, but which shall be exchangeable for certificates for full shares of the stock of the Corporation called for thereby, at any time on or before December 31 in the third calendar year after the date of issue of such scrip, when surrendered with other fractional scrip certificates in sufficient aggregate amount. After such date the Corporation will either sell for the account of the holders of such outstanding scrip certificates the number of full shares represented thereby, or will deposit with the Transfer Agent the market price of such full shares and thereafter at any time, within the next three years holders of such scrip certificates may receive their pro rata share of the proceeds of such sale or of such deposit, after which date such scrip shall become void.



•

The Corporation shall at all times reserve and keep available out of its authorized but unissued stock, the full number of shares of stock into which all shares of Convertible Preferred Stock from time to time outstanding are convertible.



•

Except as specifically provided by statute, all voting rights in the Corporation shall be vested exclusively in the holders of the Common Stock who shall be entitled, in the case of a holder of full shares, to one vote for each share of Common Stock held and, in the case of holders of a fraction of a share, to a fraction of a vote equivalent to the fraction of a share held, and the holders of Convertible Preferred Stock shall have no right to vote at, or to participate in, any meeting of the stockholders of the Corporation or to receive any notice of such meeting", provided, however, that no amendment of the Articles of Incorporation which authorizes a new class of shares having rights as to dividends or upon liquidation on a parity with or senior to the Convertible Preferred Stock shall be adopted without the vote or the written consent of the holders of at least two-thirds of the Convertible Preferred Stock at the time outstanding.

        and further

        RESOLVED, that the President or a Vice-President and the Secretary or an Assistant Secretary of this Corporation be and hereby are authorized and directed to file with the Secretary of State of the State of Ohio a certificate of the foregoing amendment.

        IN WITNESS WHEREOF, said Lewis M. Crosley, Vice President, and Frank W. Knowlton, Secretary, of Crosley Motors, Inc., acting for and on behalf of said Corporation, have hereunto subscribed their names and caused the seal of said Corporation to be hereunto affixed this 12th day of December, 1952.

By	/s/  LEWIS M. CROSLEY Vice President
By	/s/  FRANK W. KNOWLTON Secretary

9

CERTIFICATE OF AMENDMENT

to

ARTICLES OF INCORPORATION

of

AEROJET-GENERAL CORPORATION

        Dan A. Kimball, President and F. W. Knowlton, Secretary of Aerojet-General Corporation, an Ohio corporation, with its principal office located at Cincinnati, Ohio, do hereby certify that a meeting of the holders of shares of said corporation entitled to vote on the proposal to amend the Articles of Incorporation thereof, as contained in the following resolutions, was duly called and held on the 30^th day of March, 1955, at which meeting a quorum of such shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitled under the Articles of Incorporation, as heretofore amended, to exercise two-thirds of the voting power of the corporation on such proposal, to-wit, the holders of two-thirds of the outstanding shares of Common Stock, the following resolutions were adopted to amend the Articles of Incorporation, as heretofore amended, of said Corporation:

RESOLVED that the Articles of Incorporation, as heretofore amended, of Aerojet-General Corporation, be amended by changing ARTICLE II thereof to read as follows:

"ARTICLE II. The place in the State of Ohio where its principal office is to be located is Akron, Summit County."

and further

RESOLVED that the President or a Vice President and the Secretary or an Assistant Secretary of this Company be and they hereby are authorized and directed to execute and file with the Secretary of State of the State of Ohio a Certificate of Amendment to the Articles of Incorporation of the Company setting forth the foregoing resolution.

        IN WITNESS WHEREOF, said Dan A. Kimball, President and F. W. Knowlton, Secretary of Aerojet-General Corporation, acting for and on behalf of said Corporation, have hereunto subscribed their names and caused the seal of said Corporation to be hereunto affixed this 30th day of March, 1955.

By:	/s/  DAN A. KIMBALL President
By:	/s/  F.W. KNOWLTON Secretary

10

CERTIFICATE OF AMENDMENT

to

ARTICLES OF INCORPORATION

of

AEROJET-GENERAL CORPORATION

        D.A. Kimball, President, and F. W. Knowlton, Assistant Secretary, of Aerojet-General Corporation, an Ohio corporation, with its principal office located at Akron, Ohio, DO HEREBY CERTIFY that a meeting of the holders of shares of said Corporation entitling them to vote on the proposal to amend the Articles of Incorporation thereof, as contained in the following resolutions, was duly called and held on the 26^th day of March, 1958, at which a quorum of such shareholders was present in person or by proxy, and by the affirmative vote of holders of shares entitled under the Articles of Incorporation to exercise at least a majority of the voting power of the Corporation on such proposal, to-wit, holders of at least a majority of the outstanding shares of Common Stock, being the only class of shares outstanding entitled to vote thereon, the following resolutions were adopted to amend the Articles:

RESOLVED that the Articles of Incorporation, as heretofore amended, of Aerojet-General Corporation be and hereby are amended as follows:

        (1)   The authorized number and par value of the shares of Common Stock of the Corporation are hereby changed from 1,200,000 shares of the par value of $10.00 per share to 12,000,000 shares of the par value of $1.00 per share; and in conformity therewith the first paragraph of Article IV of the Articles of Incorporation, as heretofore amended, of the Corporation, is hereby amended to read as follows:

        "ARTICLE IV: The maximum number of shares which the Corporation is authorized to have outstanding is Twelve Million One Thousand Five Hundred Seventy-one (12,001,571), of which One Thousand Five Hundred Seventy-one (1,571) shares of the par value of One Thousand Dollars ($1000) each shall be classified as Convertible Preferred Stock, and Twelve Million (12,000,000) shares of the par value of One Dollar ($1.00) each shall be classified as Common Stock, and the designations and express terms and provisions of the shares of Convertible Preferred Sto ck and Common Stock are as follows:"

        (2)   Each issued share of Common Stock of the par value of $10.00 per share of the Corporation is hereby changed into ten shares of Common Stock of the par value of $1.00 per share of the Corporation.

        (3)   Upon this Amendment becoming effective, each certificate which theretofore represented shares of Common Stock of the par value of $10.00 per share of the Corporation shall represent the same number of shares of Common Stock of the par value of $1.00 per share of the Corporation, and each holder of record of the issued shares of Common Stock of this Corporation at the close of business on the date this Amendment becomes effective shall be entitled to receive an additional certificate or certificates representing shares of Common Stock of the Corporation of the par value of $1.00 per share which, together with the certificate or certificates registered in his name which theretofore represented shares of the Common Stock of the par value of $10.00 per share, will represent the number of shares of the Common Stock of the par value of $1.00 per share of the Corporation to which he is entitled as a result of the change of each issued share of the Common Stock of the par value of $10.00 per share into ten issued shares of the Common Stock of the par value of $1.00 per share pursuant to this Amendment.

and further

11

RESOLVED, that the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation be and hereby are authorized and directed to file with the Secretary of State of the State of Ohio a certificate of the foregoing amendment.

        IN WITNESS WHEREOF, said D.A. Kimball, President and F. W. Knowlton, Assistant Secretary of Aerojet-General Corporation, acting for and on behalf of said Corporation, have hereunto subscribed their names and caused the seal of said Corporation to be hereunto affixed this 26^th day of March, 1958.

By	/s/  D.A. KIMBALL President
By:	/s/  F.W. KNOWLTON Assistant Secretary

12

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Exhibit 3.5

ARTICLES OF INCORPORATION of CROSLEY MOTORS, INC.
AMENDMENT OF ARTICLES OF INCORPORATION OF CROSLEY MOTORS, INC.
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF CROSLEY MOTORS, INC.
CERTIFICATE OF AMENDMENT to ARTICLES OF INCORPORATION of AEROJET-GENERAL CORPORATION
CERTIFICATE OF AMENDMENT to ARTICLES OF INCORPORATION of AEROJET-GENERAL CORPORATION

EX-3.6

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Exhibit 3.6

CODE OF REGULATIONS

of

AEROJET-GENERAL CORPORATION

ARTICLE I
Shareholders.

        SECTION 1.    PLACE OF MEETING. Meetings of shareholders shall be held at the principal office of the corporation in Akron, Summit County, Ohio, but the shareholders or the Board of Directors shall have authority to provide for the holding of meetings of shareholders elsewhere within or without the State of Ohio. Any action of the shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the corporation.

        SECTION 2.    ANNUAL MEETING. The annual meeting of the shareholders shall be held on such date and at such time as determined by the Board of Directors, at which time there shall be elected in accordance with the laws of the State of Ohio, a Board of Directors to serve for one (1) year and until their successors are elected and qualified.

        SECTION 3.    SPECIAL MEETINGS. Special meetings of the shareholders may be called and held as provided by law.

        SECTION 4.    NOTICE OF MEETINGS. Except for actions taken without meetings, a notice, as required by law, of each regular or special meeting of shareholders shall be given in writing by the President or a Vice President, or the Secretary, or an Assistant Secretary, not less than seven (7) days before the meeting.

        SECTION 5.    QUORUM. The shareholders present in person or by proxy at any meeting shall constitute a quorum.

        SECTION 6.    ORGANIZATION. The Chairman of the Board, or in his absence, the President, shall preside at all meetings of the shareholders. In the absence of the Chairman of the Board and the President, one of the Vice Presidents shall preside and shall have all the powers herein conferred upon the Chairman of the Board or President when acting as presiding officer of the meeting. The Secretary of the corporation shall act as Secretary of all meetings of the shareholders, but in the absence of the Secretary at any meetings of the shareholders, the presiding officer may appoint any person to act as Secretary of the meeting.

        SECTION 7.    ORDER OF BUSINESS. At all shareholders' meetings the order of business shall be as established from time to time by the Board of Directors.

ARTICLE II
Board of Directors.

        SECTION 1.    NUMBER. The Board of Directors shall be composed of such number of persons, not less than three (3) as shall be determined from time to time by the Directors. The Directors in office may fill any vacancy created by an increase in the number of Directors or otherwise.

        SECTION 2.    TIME AND PLACE OF MEETINGS. Meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall from time to time fix.

        SECTION 3.    CALL AND NOTICE OF MEETING. Meetings of the Board of Directors may be called at any time by the Chairman of the Board, the President or any Vice President or any two

members of the Board. The Board shall decide what notice shall be given and the length of time prior to the meeting that such notice shall be given. Any meeting at which a majority of the Directors then in office are present shall be a valid meeting whether notice thereof was given or not, and any business may be transacted at such a meeting.

        SECTION 4.    QUORUM. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business, and if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

        SECTION 5.    ACTIONS AT MEETINGS. The affirmative vote of a majority present at a meeting at which a quorum is present shall constitute the valid action of the Board of Directors. Meetings of Directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting through such device shall constitute presence at such meeting. Any action of the Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Directors then in office, which writing or writings shall be filed with or entered upon the records of the corporation.

        SECTION 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall indemnify each official against all expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of any action by or in the right of the corporation to procure a judgment in its favor, or in connection with any appeal therein, to which he is made or threatened to be made a party by reason of being or having been an official, except in relation to matters as to which he is adjudged by the express terms of a judgment rendered on the final determination of the merits in such action to be liable for negligence or misconduct in the performance of his duty to the corporation. Such indemnification shall not include amounts paid to the corporation by judgment or in settling or otherwise disposing of a pending or threatened action.

        The corporation shall indemnify each official made or threatened to be made a party to any action, (other than one by or in the right of the corporation to procure a judgment in its favor but including any action by or in the right of a related corporation) by reason of being or having been an official, against all judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually and necessarily incurred by him as a result of such action, or any appeal therein, if he acted, in good faith, for a purpose which he reasonably believed to be in the best interests of the corporation and, in criminal actions, in addition, had no reasonable cause to believe that this conduct was unlawful. The termination of any such action by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such official did not act, in good faith, for a purpose which he reasonably believed to be in the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful.

        If an official has been wholly successful, on the merits or otherwise, in the defense of an action of the character described in the first two paragraphs of this Section 6, he shall be entitled to indemnification as authorized in such paragraphs. Except as provided in the preceding sentence (and unless otherwise ordered by court) any indemnification under such paragraphs shall be made by the corporation, if and only if authorized in the specific case:

(1)

By the Board of Directors acting by a quorum consisting of Directors who are not parties to such action or who were wholly successful in such action on the merits or otherwise, upon a finding that the official seeking indemnification under the first paragraph of this Section 6 has not been negligent or guilty of misconduct in the performance of his duty to the corporation as charged in the action, or if seeking indemnification under the second paragraph of this Section 6, has met the standard of conduct set forth in such paragraph, or,



(2)

If such a quorum is not obtainable with due diligence;

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(a)

By the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because such official has not been negligent or guilty of misconduct or has met the standard of conduct set forth in the second paragraph of this Section 6, as the case may be, or



(b)

By a committee, appointed by the Board of Directors, of two or more shareholders who are not Directors, officers or employees of the corporation, upon a finding that such official has not been negligent or guilty of misconduct or has met the standard of conduct set forth in the second paragraph of this Section 6, as the case may be.

        For purposes of this Section 6, (1) a "related corporation" shall mean any corporation in which the corporation owns or owned shares or of which it is or was a creditor, (2) "official" shall mean a Director, officer, former Director, or former officer of the corporation or any person who serves or has served at its request as a director or officer of a related corporation, and (3) "action" shall mean any civil or criminal action, suit or proceeding.

        Nothing in this Section 6 shall limit the power of the corporation to indemnify or agree to indemnify any person not covered by this Section 6 under these provisions or to indemnify or to indemnify any person in any case not provided for herein.

        The provisions of this Section 6 shall be in addition to any rights to, or eligibility for, indemnification to which any person concerned may otherwise be or become entitled by agreement, provision of the Articles of Incorporation, vote of shareholders, court order or otherwise, and shall inure to the benefit of the heirs, executors, and administrators of each such person.

        The provisions of this Section 6 shall apply in respect of all alleged or actual causes of action or offenses accrued or occurring before, on or after its adoption.

ARTICLE III
Committees.

        SECTION 5.    COMMITTEES. The Board of Directors may from time to by resolution create a committee or committees of the Board and delegate to such committee or committees such powers as the Board may from time to time deem advisable.

ARTICLE IV
Officers.

        SECTION 1.    NUMBER. The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, and one or more Assistant Treasurers. Any two or more of the offices may be held by the same persons, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required to be executed, acknowledged, or verified by two or more officers.

        SECTION 2.    OTHER OFFICERS. The Board of Directors is authorized in its discretion to establish the office of Chairman of the Board, and shall have the further power to provide for such officers and agents as it shall deem necessary from time to time and may dispense with any of said offices and agencies at any time.

        SECTION 3.    ELECTION, TERM AND REMOVAL. At the first meeting of the Board of Directors after their election annually, the Board shall elect all officers of the corporation, none of whom shall be required to be a member of the Board, except the Chairman of the Board if that office be established. All officers of the corporation shall hold their offices during the pleasure of the Board,

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or until their successor or successors are elected and qualified, and the Board may remove or suspend any officer at any time, without notice, by the affirmative vote of a majority of the Board.

        SECTION 4.    VACANCIES AND ABSENCE. If any office shall become vacant by reason of the death, resignation, disqualification, or removal of the incumbent thereof, or other cause, the Board of Directors may elect a successor to hold office for the unexpired term in respect to which such vacancy occurred or was created. In case of the absence of any officer of the corporation or for any reason that the Board of Directors may determine as sufficient, the said Board may delegate the powers and duties of such officer to any other officer or to any Director, except where otherwise provided by these regulations or by statute, for the time being.

ARTICLE V
Duties of Officers.

        SECTION 1.    CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors (in case the Board provides such office) shall preside at meetings of the Board, appoint all special or other committees (unless otherwise ordered by the Board) and shall perform such other duties as may be delegated to him from time to time by the Board.

        SECTION 2.    PRESIDENT. The President shall perform such duties and have such powers as are assigned to or vested in him by the Board of Directors.

        SECTION 3.    VICE PRESIDENTS. The Vice Presidents shall perform such duties as may be delegated to them by the Board of Directors, or assigned to them from time to time by the Board. The Board may designate one of the Vice Presidents to perform the duties and have the powers of the President in case of the absence of the latter from his office, and during such absence the Vice President so designated shall be authorized to exercise all the functions of the President and shall sign all papers and perform all duties as acting President.

        SECTION 4.    SECRETARY. The Secretary shall keep a record of all proceedings of the Board of Directors and of all meetings of shareholders, and shall perform such other duties as may be required of him by the shareholders or the Board of Directors.

        SECTION 5.    ASSISTANT SECRETARIES. The Assistant Secretaries shall perform such duties as may be assigned to them by the Secretary or by the Board of Directors. The Board of Directors shall designate one of the Assistant Secretaries to be acting Secretary during the absence or disability of the Secretary.

        SECTION 6.    TREASURER. The Treasurer shall have charge of the funds and accounts of the corporation. He shall keep proper books of account showing all receipts, expenditures and disbursements of the corporation, with vouchers in support thereof. He shall also from time to time, as required, make reports and statements to the Directors as to the financial condition of the corporation, and submit detailed statements of his receipts and disbursements; he shall perform such other duties as shall be assigned to him from time to time by the Board of Directors.

        SECTION 7.    ASSISTANT TREASURERS. The Assistant Treasurers shall perform such duties as may be assigned to them by the Treasurer or by the Board of Directors. The Board of Directors shall designate one of the Assistant Treasurers to be acting Treasurer during the absence or disability of the Treasurer.

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ARTICLE VI
Certificates for Shares of Stock.

        SECTION 1.    MUTILATED AND LOST CERTIFICATES. If any certificate for shares of the corporation becomes worn, defaced or mutilated, the Board of Directors upon production or surrender thereof may order the same cancelled, and a new certificate issued in lieu thereof. If any certificate for shares be lost or destroyed, a new certificate may be issued upon such terms and under such regulations as may be adopted by the Board of Directors.

ARTICLE VII
Seal.

        SECTION 1.    FORM. The seal of the corporation shall be circular in form and bearing the words "Aerojet-General Corporation Ohio, Seal."

ARTICLE VIII
Amendments.

        SECTION 1.    AMENDMENTS. These regulations, or any of them, may be altered, amended, added to or repealed as provided by law and the Articles of Incorporation.

ARTICLE IX
Emergency Powers.

        SECTION 1.    DEFINITION. "An emergency" shall exist when the governor, or any other person lawfully exercising the power and discharging the duties of the office of governor, proclaims that an attack on the United States or any nuclear, atomic, or other disaster has caused an emergency for corporations, and such an emergency shall continue until terminated by proclamation of the governor or any other person lawfully exercising the powers and discharging the duties of the office of governor.

        SECTION 2.    DIRECTORS. In the event of an emergency, meetings of the Board of Directors may be called by any Director or officer. Notice of the time and place of each such meeting of the Directors shall be given only to such of the Directors as it may be feasible to reach at the time and by such means, written or oral, as may be feasible at the time, including publication, radio, or other forms of mass communication. The Director or Directors present at any meeting of the Directors shall constitute a quorum for such meeting, and such Director or Directors may appoint one or more of the officers of the Corporation Directors for such meeting. In the event that none of the Directors attends a meeting of the Directors, which has been duly called and notice of which has been duly given, officers of the Corporation who are present, not exceeding three, in order of rank, shall be Directors for such meeting; provided, however, such officers may appoint one or more of the other officers of the Corporation Directors for such meeting.

        SECTION 3.    OFFICERS. During such period of emergency if the President dies, is missing, or for any reason is temporarily or permanently incapable of discharging the duties of his office, then, until such time as the Directors shall otherwise order, the next ranking officer who is available shall assume the duties and authority of the office of such deceased, missing or incapacitated President. The offices of Secretary and Treasurer shall be deemed to be of equal rank, and within the same office or as between the offices of Secretary and Treasurer, rank shall be determined by seniority of the first election to the office, or if two or more persons shall have been first elected to such office at the same time, by seniority in age.

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        SECTION 4.    CONFLICTING PROVISIONS OF CODE, ARTICLES OR REGULATIONS. The emergency powers in this Article IX shall be effective during an emergency notwithstanding any different provisions in §1701.01 to §1701.98, inclusive, of the Revised Code of Ohio, and notwithstanding any different provisions of the Articles of Incorporation or Code of Regulations which are not expressly stated to be operative during an emergency.

        SECTION 5.    FURTHER AUTHORIZATION TO DIRECTORS. The Directors further are authorized to adopt either before or during an emergency, emergency by-laws subject to repeal or change by actions the shareholders, which shall be operative during, but only during, an emergency notwithstanding any different provisions elsewhere in §1701.01 to §1701.98, inclusive, of the Revised Code of Ohio and notwithstanding any different provisions in the Articles of Incorporation or Code of Regulations which are not expressly stated to be operative during an emergency. The emergency by-laws which may be adopted by the Directors under this Section 5 may make any provision which is consistent with emergency regulations of the preceding sections of this Article IX and which may be made by emergency regulations, as provided in the Revised Code of Ohio.

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Exhibit 3.6

CODE OF REGULATIONS of AEROJET-GENERAL CORPORATION

EX-3.7

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EXHIBIT 3.7

ARTICLES OF INCORPORATION

OF

AEROJET INVESTMENTS LTD.

I. NAME

The name of the corporation is AEROJET INVESTMENTS LTD.

II. PURPOSE

        The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

III. AGENT FOR SERVICE OF PROCESS

        The name in this state of the corporation's initial agent for service of process is:

CT CORPORATION SYSTEM

IV. DIRECTOR LIABILITY

        The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

V. INDEMNIFICATION OF AGENTS

        The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code.

VI. STOCK

        The corporation is authorized to issue only one class of shares, which shall be designated "common shares" having a total number of 100,000 shares.

EXECUTION

        IN WITNESS WHEREOF, the undersigned, who is the incorporator of this corporation has executed these Articles of Incorporation on October 31, 1997.

/s/ Kelli Shortte

Kelli Shortte, Incorporator

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EXHIBIT 3.7

IV. DIRECTOR LIABILITY

EX-3.8

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Exhibit 3.8

BYLAWS

OF

AEROJET INVESTMENTS LTD.

A CALIFORNIA CORPORATION

ARTICLE 1.
OFFICES

        SECTION 1.1    Principal Executive or Business Offices.    The principal executive office for the transaction of business of the Corporation is hereby fixed and located at Sacramento, California until such time as the Board of Directors shall fix the location of the principal executive office of the corporation at any other place within or without the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the Board shall fix and designate the principal business office in California.

        SECTION 1.2    Other Offices.    The corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE 2.
PURPOSES

        SECTION 2.1    Purposes.    Without limiting the generality of the purposes of this corporation as set forth in the Articles of Incorporation, the primary purpose of this corporation shall be to own, buy, or otherwise acquire, hold, manage, develop, sell, exchange, lease, encumber, transfer, or otherwise dispose of real estate and to engage in joint ventures and contracts of every lawful kind and for any lawful purposes as may be appropriate to accomplish and further said purposes.

ARTICLE 3.
MEETINGS OF SHAREHOLDERS

        SECTION 3.1    Place of Meetings.    Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors or by the written consent of all shareholders entitled to vote thereat and not present at the meeting given either before or after the meeting and filed with the secretary of the corporation. In the absence of a designation by the Board, shareholders' meetings shall be held at the corporation's principal executive office.

        SECTION 3.2    Annual Meetings.    The annual meeting of shareholders shall be held, each year, at the time and on the day following:

Time of Meeting:	10:00 a.m.
Date of Meeting:	Second Tuesday of February

or at such other date and time as may be fixed by the Board of Directors; provided, however, that if this day falls on a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At such meeting, directors shall be elected and any other proper business may be transacted which is within the powers of the shareholders.

        SECTION 3.3    Special Meeting.    A special meeting of shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President or Vice-President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting. Upon request, in writing, to the Chairman of the Board, the President, any Vice President or the Secretary by any person (other than the Board) entitled to call a

special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person entitled to call the meeting may give the notice or apply to the Superior Court to order such notice to be given as provided in Section 305(c) of the California Corporations Code.

        SECTION 3.4    Notice of Meetings.    Written notice of meetings, annual or special, shall be given in not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder entitled to vote thereat by the Secretary or Assistant Secretary, or if there be no such officer, or in the case of his neglect or refusal, by any director or shareholder. Such notices or any reports shall be given personally or by mail or such other means of written communication (which includes, without limitation and wherever used in these Bylaws, telegraphic and facsimile communication) as provided in Section 601 of the California Corporations Code and shall be sent to the shareholder's address appearing on the books of the corporation, or supplied by the shareholder to the corporation for the purpose of notice. If a shareholder supplies no address, notice shall be deemed to have been given to that shareholder if mailed to the place where the principal executive office of the corporation, in California, is situated, or published at least once in some newspaper of general circulation in the county of said principal office. Said notice shall state the place, date and hour of the meeting and, (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or, (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of all nominees whom the Board or management intends, at the time of the notice, to present for election. Any such notice shall be deemed to have been given at the time when delivered personally or deposited in the United States mail or delivered to a common carrier for transmission to the recipient or actually transmitted by the person giving the notice by electronic means to the recipient or sent by other means of written communication. The officer giving such notice or report shall prepare and file an affidavit or declaration thereof in the corporate minute book. If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

        SECTION 3.5    Waiver of Notice to Shareholders' Meetings.    The transactions of any meeting of shareholders, however called and noticed, shall be valid as though at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in Section 601(e) of the California Corporations Code.

        SECTION 3.6    Quorum.    The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

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        SECTION 3.7    Shareholders' Action By Written Consent Without A Meeting.    Unless otherwise provided in the Articles, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the actions so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records.

        SECTION 3.8    Voting.    The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with Section 9 below. Subject to the provisions of Sections 702 to 704, inclusive, of the California Corporations Code (relating to voting shares held by a fiduciary, in the name of the corporation, or in joint ownership) the shareholders' vote may be by voice or by ballot, provided, however, that any election must be by ballot if demanded by any shareholder before the voting has begun.

        SECTION 3.9    Record Date for Shareholder Notice, Voting and Giving Consents.    For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law. If the Board of Directors does not fix a record date: (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; (b) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later; and (c) the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set forth for the original meeting.

        SECTION 3.10    Proxies.    Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the corporation.

ARTICLE 4.
DIRECTORS

        SECTION 4.1    Powers.    Subject to the provisions of California General Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of

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Directors. Without prejudice to such general powers, but subject to same limitations, it is hereby expressly declared that the Board of Directors shall have the followings power, to wit:

First: To conduct, manage and control the affairs and business of the corporation and to make such rules and regulations therefor, not inconsistent with law or with the Articles of Incorporation or with these Bylaws, as they may deem best;

Second: To elect and remove, at pleasure, the officers, agents and employees of the corporation, prescribe their duties and fix their compensation;

Third: To authorize the issue of shares of stock of the corporation from time to time upon such terms as may be lawful;

Fourth: To borrow money and incur indebtedness for the purposes of the corporation and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor; and

Fifth: To alter, repeal or amend, from time to time, and at any time, these Bylaws and any and all amendments of the same, and from time to time, and at any time, to make and adopt such new and additional Bylaws as may be necessary and proper, subject to the power of the shareholders to adopt, amend or repeal such Bylaws, or to revoke the delegation of authority of the directors, as provided by law or by Article IX of these Bylaws.

        SECTION 4.2    Number and Qualification of Directors.    The authorized numbers of directors shall be three (3) until changed by a duly adopted amendment to the Articles of Incorporation or by amendment to this Bylaw adopted by the vote or written consent of a majority of the outstanding shares entitled to vote. However, an amendment that would reduce the authorized number of directors to a number less than three (3) cannot be adopted if the votes cast against its adoption at a shareholders' meeting or the shares not consenting to an action by written consent are equal to more than one-sixth (1/6th) of the outstanding shares entitled to vote.

        SECTION 4.3    Election and Term of Office.    Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Except as otherwise provided in Section 4 below respecting vacancies, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

        SECTION 4.4    Vacancies.    A vacancy in the Board of Directors shall be deemed to exist if (i) a director dies, resigns or is removed by the shareholders or an appropriate court, as provided in Sections 303 or 304 of the California Corporations Code; (ii) the Board of Directors declares vacant the office of a director who has been convicted of a felony or declared of unsound mind by an order of court; (iii) the authorized number of directors is increased; or (iv) at any shareholders' meeting at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting. Any director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later effective date. If the resignation is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective. Except for a vacancy caused by the removal of a director, vacancies on the Board may be filled by a majority of the directors then in office, whether or not they constitute a quorum, or by a sole remaining director. A vacancy on the Board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the Board declares the office of a director vacant as provided in the clause (ii) of the first paragraph of this section of the Bylaws may be filled by the Board of Directors. The shareholders may elect a director at any time to fill a vacancy not filled by the Board of Directors. The term of office of a director elected to fill a vacancy shall run until the next annual meeting of shareholders, and such a director shall hold office until a successor is elected and qualified.

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        SECTION 4.5    Place and Manner of Meetings.    Regular meetings of the Board of Directors may be held at any place within or outside the State of California as designated from time to time by the Board. In the absence of a designation, regular meetings shall be held at the principal office of the corporation. Special meetings of the Board shall be held at any place within or outside the State of California designated in the notice of the meeting, or if the notice does not state a place, or if there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, provided that (i) all directors participating can communicate with all of the other members concurrently, (ii) each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection, to a specific action to be taken by the corporation, and (iii) the corporation adopts and implements some means of verifying that a person communicating by telephone, electronic video screen, or other communications equipment is a director entitled to participate in the board meeting, and all statements, questions, actions, or votes were made by that director and not by another person not permitted to participate as a director.

        SECTION 4.6    Annual Directors' Meeting.    Immediately after each annual shareholders' meeting, the Board of Directors shall hold a regular meeting at the same place, or at any other place that has been designated by the Board of Directors, to consider matters of organization, election of officers and other business as desired. Notice of this meeting shall not be required unless some place other than the place of the annual shareholders' meeting has been designated.

        SECTION 4.7    Other Regular Meetings.    Other regular meetings of the Board of Directors shall be held without call at times to be fixed by the Board of Directors from time to time. Such meetings may be held without notice.

        SECTION 4.8    Special Meetings.    Special meetings of the Board of Directors may be called for any purpose or purposes at any time by the Chairman of the Board, the President, any Vice President, the Secretary or any two (2) directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director, including a voice messaging system or other system or technology designed to record and communicate messages, or sent by first-class mail, telegram, facsimile transmission, electronic mail, or other electronic means, charges pre-paid, addressed to him or her at his or her address as it appears upon the records of the corporation or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone, telegraphed or sent by facsimile transmission or other electronic means, it shall be delivered to a common carrier for transmission to the director or actually transmitted by the person giving the notice by electronic means to the director at least forty-eight (48) hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such directors. The notice need not specify the place of the meeting if the meeting is to be held at the principal executive office of the corporation, and need not specify the purpose of the meeting.

        SECTION 4.9    Quorum.    Presence of a majority of the authorized number of directors shall constitute a quorum for the transaction of business, except as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the California Corporations Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 (as to appointment of committees), and Section 317(e) (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

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        SECTION 4.10    Waiver of Notice.    Notice of a meeting, although otherwise required, need not be given to any director who (i) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice, (ii) signs an approval of the minutes of the meeting, or (iii) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All waivers, consents and approvals of the minutes shall be filed with the corporate records or made part of the minutes of the meeting.

        SECTION 4.11    Adjournment.    Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place. Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than twenty-four (24) hours, in which case notice shall be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.

        SECTION 4.12    Action Without A Meeting.    Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to that action. Any action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. All written consents shall be filed with the minutes of the proceedings of the Board of Directors.

ARTICLE 5.
OFFICERS

        SECTION 5.1    Designation of Officers.    The officers of the corporation shall be the President, a Secretary and a Treasurer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 below. Any number of offices may be held by the same person.

        SECTION 5.2    Election of Officers.    The officers of the corporation, except for subordinate officers appointed in accordance with the provisions of Section 3 below shall be chosen annually by the Board of Directors, and shall serve at the pleasure of the Board of Directors.

        SECTION 5.3    Subordinate Officers.    The Board of Directors may appoint, and may empower the President to appoint other officers as required by the business of the corporation, whose duties shall be as provided in the Bylaws, or as determined from time to time by the Board of Directors or President.

        SECTION 5.4    Removal and Resignation of Officers.    Any officer chosen by the Board of Directors may be removed at any time, with or without cause or notice, by the Board of Directors. Subordinate officers appointed by persons other than the Board under Section 3 may be removed at any time, with or without cause or notice, by the Board of Directors or by the officer by whom appointed. Officers may be employed for a specified term under a contract of employment if authorized by the Board of Directors, and such officers may be removed from office at any time under this Section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled under the contract of employment. Any officer may resign at any time by giving written notice to the corporation. Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

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        SECTION 5.5    Vacancies in Offices.    A vacancy in any office resulting from an officer's death, resignation, removal, disqualification or from any other cause shall be filed in the manner prescribed in these Bylaws per regular election or appointment to that office.

        SECTION 5.6    Chairman of the Board.    The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be assigned to him from time to time by the Board of Directors or prescribed by the Bylaws.

        SECTION 5.7    President.    Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. In addition, the Board of Directors may designate a Chief Executive Officer who shall not be required to be a member of the Board of Directors or an officer of the Corporation.

        SECTION 5.8    Vice Presidents.    In the absence or disability or refusal to act of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

        SECTION 5.9    Secretary.    The Secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the Board of Directors, a book of minutes of all meetings and actions of the shareholders, of the Board of Directors, and of committees of the Board. The minutes of each meeting shall state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at Board or committee meetings; the number of shares present or represented at shareholders' meetings; and an accurate account of the proceedings. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. The record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation. The Secretary shall give notice, or cause notice to be given, of all shareholders' meetings, Board meetings, and meetings of committees of the Board for which notice is required by statute or the Bylaws. If the Secretary or other person authorized by the Secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation. The Secretary shall keep the seal of the corporation, if any, in safe custody. The Secretary shall have such other powers and perform her duties as prescribed by the Board of Directors or by the Bylaws.

        SECTION 5.10    Assistant Secretaries.    It shall be the duty of the Assistant Secretaries to assist the Secretary in the performance of his or her duties and generally to perform such other duties as may be delegated to them by the Board of Directors.

        SECTION 5.11    Treasurer.    The Treasurer shall be the Chief Financial Officer and shall keep or cause to be kept adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. Books of account shall at all reasonable times be open to

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inspection by any director. The Chief Financial Officer shall (i) deposit corporate funds and other valuables in the corporation's name and to its credit with the depositories designated by the Board of Directors; (ii) make disbursements of corporate funds as authorized by the Board; (iii) render a statement of the corporation's financial condition and an account of all transactions conducted as Chief Financial Officer whenever requested by the President or the Board of Directors; and (iv) have other powers and perform other duties as prescribed by the Board of Directors or the Bylaws.

        Section 5.12    Assistant Treasurers.    It shall be the duty of the Assistant Treasurers to assist the Treasurer in the performance of his or her duties and generally to perform such other duties as may be delegated to them by the Board of Directors.

ARTICLE 6.
INDEMNIFICATION OF DIRECTORS, OFFICERS.
EMPLOYEES AND OTHER AGENTS

        The corporation shall, to the maximum extent permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article an "agent" of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.

ARTICLE 7.
RECORDS AND REPORTS

        SECTION 7.1    Maintenance of Shareholder Record and Inspection by Shareholders.    The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the Board of Directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation have the right to do either or both of the following: (i) inspect and copy the record of shareholders' names and addresses and shareholding during usual business hours, on five (5) days' prior written demand on the corporation, or (ii) obtain from the corporation's transfer agent, on written demand and tender of the transfer agent's usual charges for this service, a list of the names and addresses of shareholders who are entitled to vote for the election of directors, and their share holdings, as of the most recent date for which a list has been compiled or as of a specified date later than the date of demand. This list shall be made available within five (5) days after (i) the date of demand, or (ii) the specified later date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate. Any inspection and copying under this Section may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

        SECTION 7.2    Maintenance and Inspection of Bylaws.    The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, then its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be

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open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon written request of any shareholder, furnish to that shareholder a copy of the Bylaws as amended to date.

        SECTION 7.3    Maintenance and Inspection of Minutes and Accounting Records.    The minutes of proceedings of the shareholders, Board of Directors, and committees of the Board, and the accounting books and records shall be kept at the principal executive office of the corporation, or at such other place or places as designated by the Board of Directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be opened to inspection on the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights and inspections shall extend to the records of each subsidiary of the corporation.

        SECTION 7.4    Inspection by Directors.    Every director shall have the right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

        SECTION 7.5    Annual Report to Shareholders.    The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholder of the corporation as they consider appropriate.

ARTICLE 8.
GENERAL CORPORATE MATTERS

        SECTION 8.1    Authorized Signatories for Checks.    All checks, drafts, other orders for payment of money, note, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner authorized from time to time by resolution of the Board of Directors.

        SECTION 8.2    Executing Corporate Contracts and Instruments.    Except as otherwise provided in the Articles or in these Bylaws, the Board of Directors by resolution may authorize any officer, officers, agent or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee or other person purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way, to pledge the corporation's credit or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the Board of Directors as provided in these Bylaws, or unless an unauthorized act was later ratified by the corporation.

        SECTION 8.3    Certificates for Shares.    A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of the shares are fully paid. All certificates shall certify the number of shares and the class or services of shares represented by the certificate. All certificates shall be signed in the name of the corporation by (i) either the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the President, or any Vice President, and (ii) either the Chief Financial Officer, any Assistant Treasurer, the Secretary, or any Assistant Secretary. None of the signatures on the certificate may be facsimile. If any officer, transfer

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agent or registrar who has signed a certificate shall have ceased to be that officer, transfer agent or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

        SECTION 8.4    Lost Certificates.    Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time. If shares certificates or certificates for any other security have been lost, stolen or destroyed, the Board of Directors may authorize the issuance of replacement certificates on terms and conditions as required by the Board, which may include a requirement that the owner give the corporation a bond (or other adequate security) sufficient to indemnify the corporation against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of the old certificate or the issuance of the replacement certificate.

        SECTION 8.5    Construction and Definitions.    Unless the context requires otherwise, the general provisions, rules of construction and definitions in Sections 100 through 195 of the California Corporations Code shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

ARTICLE 9.
AMENDMENTS

        SECTION 9.1    Amendment of Bylaws.    Except as otherwise required by law or by the Articles of Incorporation, these Bylaws may be amended or repealed, and new Bylaws may be adopted, by the Board of Directors or by the holders of a majority of the outstanding shares entitled to vote.

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Exhibit 3.8

BYLAWS OF AEROJET INVESTMENTS LTD. A CALIFORNIA CORPORATION

EX-3.9

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Exhibit 3.9

STATE OF TENNESSEE

CERTIFICATE OF INCORPORATION

NAME:	FIRST: The name of this corporation is:         TENNESSEE NUCLEAR SPECIALTIES, INC.
ADDRESS:	SECOND: The address of the principal office of this corporation in the State of Tennessee is:         126 SPRING STREET         JOHNSON CITY, TENNESSEE         (WASHINGTON COUNTY)
BUSINESS:	THIRD: The general nature of the business to be transacted by this corporation is:
	To manufacture, produce, purchase, or otherwise acquire, own, deal in, sell or otherwise dispose of metals, metallurgical products, chemicals and compounds of every kind and character, and all articles or materials necessary or useful in connection therewith, and in general, goods, wares, and merchandise of every description.
STOCK:	FOURTH: The maximum number of shares of stock which this corporation is authorized to have outstanding at any one time shall be TWO THOUSAND (2,000) shares of common stock, of no par value, in which shall be vested all the powers and privileges of the stockholders of this corporation.
INITIAL CAPITAL	FIFTH: The amount of capital with which this corporation will begin business shall not be less than and is ONE THOUSAND and no/100ths ($1,000.00) DOLLARS, and when such amount so fixed shall have been subscribed for, all subscriptions for the stock of this corporation shall be enforceable and it shall proceed to do business in the same manner and as fully as though the maximum number of shares authorized under the provisions of the preceding section hereof shall have been subscribed and paid for.
DURATION:	SIXTH: The time and existence of this corporation shall be perpetual.
OTHER PROVISIONS:	SEVENTH: The corporation shall have the power and the privilege to do any and all things, in any way or manner, authorized, permitted or not prohibited to any ordinary domestic corporation organized under the laws of the State of Tennessee.

        We, the undersigned, apply to the State of Tennessee by virtue of the laws of the land, for a Charter of Incorporation for the purposes and with the powers and privileges declared in the foregoing instrument.

        WITNESS our hands this the 2nd day of April, 1969.

/s/  [ILLEGIBLE]

/s/  [ILLEGIBLE]

/s/  [ILLEGIBLE]

2

ARTICLES OF AMENDMENT TO THE CHARTER

OF

TENNESSEE NUCLEAR SPECIALTIES, INC.

        Pursuant to the provisions of Section 48-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter originally issued April 3, 1969, and recorded in the office of the Secretary of State of Tennessee in Corporate Record Book Miscellaneous A-50, page 3659, to wit:

        The name of this corporation is

        TENNESSEE NUCLEAR SPECIALTIES, INC.

        The amendments adopted are:

To add to Paragraph "SEVENTH", the following new and additional language:

"That the stockholders of this corporation shall not have any preemptive rights to participate in any stock issued by this corporation."

Paragraph "FOURTH" shall hereafter read in full as follows:

"The maximum number of shares of stock which the corporation is authorized to have outstanding any one time shall be 5,000 shares of common stock of no par value, in which shall be vested all the powers and privileges of the stockholders of this corporation."

The foregoing amendments, having been proposed by the Directors of the corporation, after due notice given, were adopted by the Stockholders of said corporation on the 8^th day of March, 1973, by a vote of more than a majority of the outstanding stock of said corporation entitled to vote thereon.

The amendment shall be effective immediately upon filing with the Secretary of State, under the laws made and provided.

        This 8th day of March, 1973.

TENNESSEE NUCLEAR SPECIALTIES, INC.

/S/  [ILLEGIBLE] PRESIDENT

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ATTEST:

/s/  [ILLEGIBLE] SECRETARY

4

ARTICLES OF AMENDMENT TO THE CHARTER

OF

TENNESSEE NUCLEAR SPECIALTIES, INC.

        Pursuant to the provisions of Section 48-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

The name of this corporation is

        TENNESSEE NUCLEAR SPECIALTIES, INC.

The amendments adopted are:

Paragraph "FIRST" shall hereafter read in full as follows:

"That the name of this corporation is:

TNS INC."

Paragraph "SECOND" shall hereafter read in full as follows:

"That the address of the principal office of this corporation in the State of Tennessee is:

        P.O. Box 158, Old Highway 11 East
        Jonesboro, Tennessee 37659"

The foregoing amendments were duly adopted by the unanimous written consent of the shareholders on September 27, 1978.

        Dated October 31, 1978.

TENNESSEE NUCLEAR SPECIALTIES, INC.
By:	/s/  B.H. MCFEELY B.H. McFeely, Secretary

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

TNS INC.

        Pursuant to the provisions of Section 48-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

The name of this corporation is:

        TNS INC.

The amendment adopted is:

        Paragraph "FIRST" shall hereafter read in full as follows:

        "That the name of this corporation is:

AEROJET HEAVY METALS COMPANY

The foregoing amendment was duly adopted by the unanimous written consent of the shareholders on November 13, 1984.

Dated: November 29, 1984.

TNS INC.
By:	/s/  D.G. DENNIS D.G. Dennis, Vice President and Secretary

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

AEROJET HEAVY METALS COMPANY

        Pursuant to the provisions of Section 48-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

The name of this corporation is:

        AEROJET HEAVY METALS COMPANY

The amendment adopted is:

        Paragraph "FIRST" shall hereafter read in full as follows:

        "That the name of this corporation is:

AEROJET ORDNANCE TENNESSEE, INC.

The foregoing amendment was duly adopted by the unanimous written consent of the shareholders on November 14, 1986.

Dated: November 26, 1986

AEROJET HEAVY METALS COMPANY
By:	/s/  E.R. ELKO E.R. Elko President

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ARTICLES OF AMENDMENT TO THE CHARTER

OF

AEROJET ORDNANCE TENNESSEE

        Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

        The name of the corporation is:        Aerojet Ordnance Tennessee.

The text of each amendment adopted is:

        P.O. Box 399
        Old Hwy. 11-E
        Jonesborough, TN 37659

The corporation is a for-profit corporation.

The manner (if not set forth in the amendment) for implementation of any exchange, reclassification, or cancellation of issued shares is as follows:

The amendment was duly adopted on July 16, 1990 by the board of directors without shareholder approval, as such is not required.

If the amendment is not to be effective when these articles are filed by the Secretary of State, the date/time it will be effective is

, 19 (date) (time).

[NOTE: The delayed effective date shall not be later than the 90^th day after the date this document is filed by the Secretary of State.]

7-16-90 Signature Date	Aerojet Ordnance Tennessee Name of Corporation
Assistant Secretary Signer's Capacity	/s/ Charles W. Montford Signature
	Charles W. Montford Name (typed or printed)

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QuickLinks

Exhibit 3.9

STATE OF TENNESSEE CERTIFICATE OF INCORPORATION
ARTICLES OF AMENDMENT TO THE CHARTER OF TENNESSEE NUCLEAR SPECIALTIES, INC.
ARTICLES OF AMENDMENT TO THE CHARTER OF TENNESSEE NUCLEAR SPECIALTIES, INC.
TNS INC."
ARTICLES OF AMENDMENT TO THE CHARTER OF TNS INC.
AEROJET HEAVY METALS COMPANY
ARTICLES OF AMENDMENT TO THE CHARTER OF AEROJET HEAVY METALS COMPANY
AEROJET ORDNANCE TENNESSEE, INC.
ARTICLES OF AMENDMENT TO THE CHARTER OF AEROJET ORDNANCE TENNESSEE

EX-3.10

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Exhibit 3.10

AMENDED AND RESTATED BY-LAWS
OF
AEROJET ORDNANCE TENNESSEE, INC.
Amended December 3, 2001

ARTICLE I
PRINCIPAL OFFICE

        The principal office for the transaction of business of the Corporation is hereby fixed and located at Jonesboro, Tennessee.

ARTICLE II
SCOPE OF BUSINESS

        The Corporation shall engage in any part or all of the business or the businesses in which the Corporation is entitled by its Charter to engage, as the Board of Directors may from time to time determine, in such places and out of such offices as the Board of Directors may establish.

ARTICLE III
STOCK

Section 1. Classification.

        The maximum number of shares of stock which this Corporation is authorized to have outstanding at any one time shall be FIVE THOUSAND (5,000) shares of common stock, of no par value, in which shall be vested all the powers and privileges of the stockholders of this Corporation.

Section 2. Stock Rights.

        The right of the holders of shares of stock shall be those as in the Charter made and provided. When paid for as subscribed, all stock shall be issued as fully paid and non-assessable.

Section 3. Stock Certificates.

        Certificates of stock of each class shall be numbered and registered in the order in which they are issued. They shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof shall be entered the name of the person owning the shares therein represented with the number of shares and the date thereof. Such certificates shall exhibit the name of the Corporation, the holders' name and the number of shares. They shall be signed by the President and countersigned by the Secretary or a facsimile of such signature, and may otherwise be of such form or design as the Directors may decide.

Section 4. Transfer of Stock.

        The stock of the Corporation shall be assignable and transferrable on the books of the Corporation only by the person in whose name it appears on said books, or legal representatives. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former certificates must be surrendered up and cancelled before a new certificate be issued. No transfer shall be made upon the books of the Corporation within ten days next preceding the annual meeting of the stockholders.

ARTICLE IV
STOCKHOLDERS

Section 1. Meetings.

(a)

Time. The annual meeting of the stockholders shall be held on the second Tuesday in November in each and every year, if not a legal holiday, and if a legal holiday, then on the next day following which is not a legal holiday, for the purposes of electing Directors and of transacting such other business as may come before the meeting.

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(b)

Special Meetings. Special meetings of stockholders other than those regulated by statute may be called at any time by the President or by a majority of the Directors, or by the holders of a majority of the common stock of the Corporation, upon ten days notice to each stockholder of record, such notice to contain a statement of the business to be transacted at such meeting, and to be served personally or sent through the post office, addressed to each of such stockholders of record at his last known post office address; but at any meting at which all common stockholders shall be present, or of which common stockholders not present have waived notice in writing, the giving of notice, as above described, and any limitation as to place may be dispensed with. The President and the Board of Directors shall also, in like manner, call a special meeting of stockholders whenever so requested in writing by stockholders representing not less than on-half of the common stock of the company. No business other than that specified in the call for the meeting, shall be transacted at any special meeting of the stockholders.



(c)

Place of Meeting. The annual meeting of the stockholders shall be held at the official office of the Corporation; provided, that the place of holding the annual meeting of the stockholders may be changed by resolution of the Board of Directors or by the stockholders adopted at least sixty (60) days before the holding of such meeting, in which case or cases, the Secretary of the Corporation, hereinafter provided for, shall give notice of such change to each stockholder in person or by letter mailed to his last known post office address at least twenty (20) days before the holding of such meeting; and provided further, that at any meeting at which all common stockholders not present have waived notice in writing, the antecedent resolution and the giving of notice as above required may be dispensed with.



(d)

Quorum. At all meetings of stockholders, except where it is otherwise provided by law, it shall be necessary that the stockholders representing in person or by proxy a majority of the outstanding common stock shall be present at any meeting, said meeting may be adjourned from time to time without further notice other than by announcement at the meeting, until holders of the requisite amount of common stock to constitute a quorum shall attend, and when at such times of an adjourned meeting a quorum does attend, any business may be transacted which might have been transacted at the meeting as originally called.



(e)

Officers of Stockholders Meetings. The President of the Corporation, hereinafter provided for, will call meetings of the stockholders to order and shall act as chairman of such meetings, or in the absence of the President the stockholders present may appoint one of their number to act as Chairman at any meeting. The Secretary of the Corporation shall acts as Secretary at all meetings of the stockholders, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.



(f)

Voting. At all meetings of the stockholders, on any question, the manner of deciding which is not specifically regulated by statute, or the Charter, or any amendment thereon, shall be decided by a stock vote; each common stockholder present in person or by proxy shall be entitled to cast one vote for each share of common stock owned or represented by him. All voting shall take place by ballot unless this method of voting shall be waived by unanimous consent. Each ballot shall state the name of the stockholder voting and the number of shares of common stock owned by him, and in addition if such ballot be cast by proxy, the name of the proxy shall be stated. All decisions of stockholders must be made by the vote of a majority of the common stock issued and outstanding on the books of the company at the time the question is presented for a vote as herein provided. The casting of all votes at special meetings of stockholders shall be governed by the provisions of the General Corporation Laws of this State.

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ARTICLE V
DIRECTORS

Section 1. Number.

        The affairs and business of this corporation shall be managed by a Board of Directors of three (3) persons who need not be stockholders of record.

Section 2. How Elected.

        At the annual meeting of stockholders, the persons who each receive a vote of the plurality of the stock issued and outstanding upon the books of the Corporation shall be directors and shall constitute the Board of Directors for the ensuing year. Each member of the Board shall be elected separately. Only stockholders entitled will be allowed to vote for the director or directors representing their class of stock.

Section 3. Term of Office.

        The term of office of each of the directors shall be one year, unless sooner removed at special meeting of Stockholders as hereinafter provided for, and thereafter until his successor has been elected.

Section 4. Duties of Directors.

        The Board of Directors shall have the control and general management of the affairs and business of the company. Such directors shall in all cases act as a Board, regularly convened, by a majority and they may adopt such rules and regulations for the conduct of their meetings and the management of the company as they may deem proper, not consistent with these By-Laws, the Charter and the laws of the State of Tennessee.

Section 5. Directors Meetings.

        Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the stockholders, and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President upon the written request of two directors.

Section 6. Notice of Meetings.

        Notice of meetings other than the regular annual meeting shall be given by service upon each director in person or by mailing to him at his last known post office address, at least two days before the date therein designated for such meeting, including the date of mailing, a written or printed notice thereof specifying the time and place of such meeting, and the business before the meeting and no business other than that specified in such notice shall be transacted at any special meeting. At any meeting at which all members of the Board of Directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7. Quorum.

        At any meeting of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the transaction of business; but in the event of a quorum not being present, a less number may adjourn the meeting from time to time, without further notice until a quorum is present.

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Section 8. Vacancies.

        If any director shall die or be removed, his place among the directors is to become vacant. Whenever any vacancy shall occur in the Board of Directors by death, resignation or otherwise, the same shall be filled without undue delay by the Directors remaining in office for the remaining portion of the term vacated.

Section 9. Removal of Directors.

        Any one or more of the directors may be removed for cause, at any time by a vote of the stockholders holding a majority of the stock, at any special meeting called for the purpose, or at the annual meeting.

Section 10. Compensation.

        The directors, as such, may be compensated as the Board of Directors may from time to time provide, and shall be paid for other work or services as they may render.

ARTICLE VI
OFFICERS

Section 1. Number.

        There shall be elected the following officers of the Company:

1.

Chairman of the Board;



2.

President;



3.

Vice President;



4.

Secretary;



5.

Treasurer; and



6.

Such additional Assistant Secretaries or Assistant Treasurers as the Board of Directors shall deem necessary and appropriate.

        Any person may hold more than one office, except that the President shall not be Secretary, or an Assistant Secretary of the Corporation.

Section 2. Election.

        All officers of the Company shall be elected by the Board of Directors once annually at a meeting of the Board of Directors immediately following the annual meeting of shareholders of this Company. Such officers shall hold office for the term of one year, or until their successors are duly elected.

Section 3. Duties of Officers

        The duties and powers of the officers of the company shall be as determined from time to time by resolution of the Board of Directors of the Company, and shall include the following duties and powers:

Chairman of the Board.

        The Chairman of the Board shall be the chief executive officer of the Company, shall preside at all meetings of the shareholders and of the Board of Directors of the Company, and shall have general supervision over the management of the business of the Company.

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President.

        The President shall be the chief operating officer of the Company, and shall see that all orders, resolutions, and directives of the Board of Directors are carried into effect. Upon delegation of such authority to the President by the Chairman of the Board, the President shall execute, deliver, and implement the performance of such contracts, agreements, and undertakings as shall be necessary and appropriate for the conduct of the Company's business in its ordinary course.

Vice President.

        The Vice President shall, in the absence of the President, exercise the powers and carry out the responsibilities of the President of the Company. Upon delegation of such authority to the Vice President by the Chairman of the Board, the Vice President shall execute, deliver, and implement the performance of such contracts, agreements, and undertakings as shall be necessary and appropriate for the conduct of the Company's business in its ordinary course.

Secretary; and Assistant Secretaries.

        The Secretary shall attend all meetings of the Board of Directors and the meetings of the shareholders of the Company and prepare and maintain a record of such proceedings. He shall give notice of all regular or special meetings of the Board of Directors and the shareholders of the company if and to the extent such notices are required by law or by these By-Laws. He shall keep in safe custody the seal of this Company and when authorized by the Board of Directors, or by the Chairman of the Board of or his delegate shall affix such seal to any instrument requiring it, and when so affixed, attest to the authenticity thereof. The Assistant Secretaries shall, at the direction of the Chairman of the Board or his delegate, perform such duties of the Secretary which, in the absence of the Secretary, may be necessary or appropriate.

Treasurer; and Assistant Treasurers.

        The Treasurer shall have the care and custody of, and be responsible for, all the funds and securities of the corporation and deposit all such funds in the name of the corporation in such bank or banks, trust company or trust companies, or safe deposit vaults as the Board of Directors may designate. He shall pay out and dispose of the moneys for the corporation, and receipt therefor, under the direction of the President or the Board of Directors. He shall exhibit at all reasonable times his books and accounts to any director or stockholder of the company upon application at the office of the corporation during business hours. He shall render a statement of the condition of the finances of the corporation at each regular meeting of the Board of Directors, and at such other times as shall be required of him and a full financial report at the annual meeting of the stockholders. He shall keep at the office of the corporation correct books of account of all its business and transactions and such other books of account as the Board of Directors may require. He shall do and perform all duties appertaining to the office of Treasurer.

        The Assistant Treasurer shall, at the direction of the Chairman of the Board or his delegate, perform such duties of the Treasurer in the absence or unavailability of the Treasurer shall be necessary and appropriate.

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ARTICLE VII.
MISCELLANEOUS

Section 1. Dividends: When Declared.

        The Board of Directors shall vote and declare dividends from surplus profits of the corporation whenever, in their opinion, the condition of the corporation's affairs will render it expedient for such dividends to be declared.

Section 2. Bills, Notes, Etc: How Made.

        All bills payable, notes, checks or other negotiable instruments of the corporation shall be made in the name of the corporation and shall be signed by the president or treasurer or as the Board of Directors may otherwise authorize or allow.

ARTICLE VIII
SEAL

Section 1. How Amended.

        These By-Laws may be altered, amended, repealed or added to by an affirmative vote of the stockholders representing a majority of the outstanding common stock at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each stockholder of record at his last known post office address, at least ten days before the date of such annual or special meeting, which notice shall state the alterations, amendments or changes which are proposed to be made in such By-Laws. Only such changes as have been specifically in the notice shall be made. If, however, all the holders of common stock shall be present at any regular or special meeting, these By-Laws may be amended by a unanimous vote, without previous notice.

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QuickLinks

Exhibit 3.10

ARTICLE I PRINCIPAL OFFICE
ARTICLE II SCOPE OF BUSINESS
ARTICLE III STOCK
ARTICLE IV STOCKHOLDERS
ARTICLE V DIRECTORS
ARTICLE VI OFFICERS
ARTICLE VII. MISCELLANEOUS
ARTICLE VIII SEAL

EX-3.11

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Exhibit 3.11

ARTICLES OF INCORPORATION

OF

GENCORP PROPERTY INC.

I.  NAME

        The name of the corporation is GenCorp Property Inc.

II.  PURPOSE

        The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.  AGENT FOR SERVICE OF PROCESS

        The name in this state of the corporation's initial agent for service of process is:

CT Corporation System

IV.  DIRECTOR LIABILITY

        The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

V.  INDEMNIFICATION OF AGENTS

        The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code.

VI.  STOCK

        The corporation is authorized to issue only one class of shares, which shall be designated "common shares" having a total number of 1,000,000 shares.

EXECUTION

        IN WITNESS WHEREOF, the undersigned, who is the incorporator of this corporation, has executed these Articles of Incorporation on November 16, 2000.

/s/  WILLIAM S. HUNTER William S. Hunter, Incorporator

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QuickLinks

Exhibit 3.11

ARTICLES OF INCORPORATION OF GENCORP PROPERTY INC.
I. NAME
II. PURPOSE
III. AGENT FOR SERVICE OF PROCESS
IV. DIRECTOR LIABILITY
V. INDEMNIFICATION OF AGENTS
VI. STOCK
EXECUTION

EX-3.12

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EXHIBIT 3.12

BYLAWS
OF
GENCORP PROPERTY INC.

ARTICLE 1
OFFICES

        Section 1.1    Principal Executive or Business Offices.    The principal executive office for the transaction of business of the Corporation is hereby fixed and located at Sacramento, California until such time as the Board of Directors shall fix the location of the principal executive office of the corporation at any other place within or without the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the Board shall fix and designate the principal business office in California.

        Section 1.2    Other Offices.    The corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE 2
PURPOSES

        Section 2.1    Purposes.    Without limiting the generality of the purposes of this corporation as set forth in the Articles of Incorporation, the primary purpose of this corporation shall be to own, buy, or otherwise acquire, hold, manage, develop, sell, exchange, encumber, transfer, or otherwise dispose of rights in intellectual property and to engage in contracts of every lawful kind and for any lawful purposes as may be appropriate to accomplish and further said purposes.

ARTICLE 3
MEETINGS OF SHAREHOLDERS

        Section 3.1    Place of Meetings.    Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors or by the written consent of all shareholders entitled to vote thereat and not present at the meeting given either before or after the meeting and filed with the secretary of the corporation. In the absence of a designation by the Board, shareholders' meetings shall be held at the corporation's principal executive office.

        Section 3.2    Annual Meetings.    The annual meeting of shareholders shall be held at such date and time as may be fixed by the Board of Directors. At such meeting, directors shall be elected and any other proper business may be transacted which is within the powers of the shareholders.

        Section 3.3    Special Meetings.    A special meeting of shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President or Vice-President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting. Upon request, in writing, to the Chairman of the Board, the President, any Vice President or the Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person entitled to call the meeting may give the notice or apply to the Superior Court to order such notice to be given as provided in Section 305(c) of the California Corporations Code.

        Section 3.4    Notice of Meetings.    Written notice of meetings, annual or special, shall be given in not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder entitled to vote thereat by the Secretary or Assistant Secretary, or if there be no such

officer, or in the case of his neglect or refusal, by any director or shareholder. Such notices or any reports shall be given personally or by mail or such other means of written communication (which includes, without limitation and wherever used in these Bylaws, telegraphic and facsimile communication) as provided in Section 601 of the California Corporations Code and shall be sent to the shareholder's address appearing on the books of the corporation, or supplied by the shareholder to the corporation for the purpose of notice. If a shareholder supplies no address, notice shall be deemed to have been given to that shareholder if mailed to the place where the principal executive office of the corporation, in California, is situated, or published at least once in some newspaper of general circulation in the county of said principal office. Said notice shall state the place, date and hour of the meeting and, (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or, (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of all nominees whom the Board or management intends, at the time of the notice, to present for election. Any such notice shall be deemed to have been given at the time when delivered personally or deposited in the United States mail or delivered to a common carrier for transmission to the recipient or actually transmitted by the person giving the notice by electronic means to the recipient or sent by other means of written communication. The officer giving such notice or report shall prepare and file an affidavit or declaration thereof in the corporate minute book. If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice.

        Section 3.5    Waiver of Notice to Shareholders' Meetings.    The transactions of any meeting of shareholders, however called and noticed, shall be valid as though at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in Section 601(e) of the California Corporations Code.

        Section 3.6    Quorum.    The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

        Section 3.7    Shareholders' Action by Written Consent Without A Meeting.    Unless otherwise provided in the Articles, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the actions so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records.

        Section 3.8    Voting.    The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with Section 9 below. Subject to the provisions of Sections 702 to 704,

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inclusive, of the California Corporations Code (relating to voting shares held by a fiduciary, in the name of the corporation, or in joint ownership) the shareholders' vote may be by voice or by ballot, provided, however, that any election must be by ballot if demanded by any shareholder before the voting has begun.

        Section 3.9    Record Date for Shareholder Notice, Voting and Giving Consents.    For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law. If the Board of Directors does not fix a record date: (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; (b) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later; and (c) the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set forth for the original meeting.

        Section 3.10    Proxies.    Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the corporation.

ARTICLE 4
DIRECTORS

        Section 4.1    Powers.    Subject to the provisions of California General Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. Without prejudice to such general powers, but subject to same limitations, it is hereby expressly declared that the Board of Directors shall have the followings power, to wit:

        First:    To conduct, manage and control the affairs and business of the corporation and to make such rules and regulations therefor, not inconsistent with law or with the Articles of Incorporation or with these Bylaws, as they may deem best;

        Second:    To elect and remove, at pleasure, the officers, agents and employees of the corporation, prescribe their duties and fix their compensation;

        Third:    To authorize the issue of shares of stock of the corporation from time to time upon such terms as may be lawful;

        Fourth:    To borrow money and incur indebtedness for the purposes of the corporation and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds,

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debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor; and

        Fifth:    To alter, repeal or amend, from time to time, and at any time, these Bylaws and any and all amendments of the same, and from time to time, and at any time, to make and adopt such new and additional Bylaws as may be necessary and proper, subject to the power of the shareholders to adopt, amend or repeal such Bylaws, or to revoke the delegation of authority of the directors, as provided by law or by Article IX of these Bylaws.

        Section 4.2    Number and Qualification of Directors.    The authorized numbers of directors shall be three (3) until changed by a duly adopted amendment to the Articles of Incorporation or by amendment to this Bylaw adopted by the vote or written consent of a majority of the outstanding shares entitled to vote. However, an amendment that would reduce the authorized number of directors to a number less than three (3) cannot be adopted if the votes cast against its adoption at a shareholders' meeting or the shares not consenting to an action by written consent are equal to more than one-sixth (1/6th) of the outstanding shares entitled to vote.

        Section 4.3    Election and Term of Office.    Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Except as otherwise provided in Section 4 below respecting vacancies, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

        Section 4.4    Vacancies.    A vacancy in the Board of Directors shall be deemed to exist if (i) a director dies, resigns or is removed by the shareholders or an appropriate court, as provided in Sections 303 or 304 of the California Corporations Code; (ii) the Board of Directors declares vacant the office of a director who has been convicted of a felony or declared of unsound mind by an order of court; (iii) the authorized number of directors is increased; or (iv) at any shareholders' meeting at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting. Any director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later effective date. If the resignation is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective. Except for a vacancy caused by the removal of a director, vacancies on the Board may be filled by a majority of the directors then in office, whether or not they constitute a quorum, or by a sole remaining director. A vacancy on the Board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the Board declares the office of a director vacant as provided in the clause (ii) of the first paragraph of this section of the Bylaws may be filled by the Board of Directors. The shareholders may elect a director at any time to fill a vacancy not filled by the Board of Directors. The term of office of a director elected to fill a vacancy shall run until the next annual meeting of shareholders, and such a director shall hold office until a successor is elected and qualified.

        Section 4.5    Place and Manner of Meetings.    Regular meetings of the Board of Directors may be held at any place within or outside the State of California as designated from time to time by the Board. In the absence of a designation, regular meetings shall be held at the principal office of the corporation. Special meetings of the Board shall be held at any place within or outside the State of California designated in the notice of the meeting, or if the notice does not state a place, or if there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, provided that (i) all directors participating can communicate with all of the other members concurrently, (ii) each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection, to a specific action to be taken by the corporation, and (iii) the corporation adopts and implements some means of verifying that a person communicating by telephone, electronic video screen, or other communications equipment is a director entitled to

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participate in the board meeting, and all statements, questions, actions, or votes were made by that director and not by another person not permitted to participate as a director.

        Section 4.6    Annual Directors' Meeting.    Immediately after each annual shareholders' meeting, the Board of Directors shall hold a regular meeting at the same place, or at any other place that has been designated by the Board of Directors, to consider matters of organization, election of officers and other business as desired. Notice of this meeting shall not be required unless some place other than the place of the annual shareholders' meeting has been designated.

        Section 4.7    Other Regular Meetings.    Other regular meetings of the Board of Directors shall be held without call at times to be fixed by the Board of Directors from time to time. Such meetings may be held without notice.

        Section 4.8    Special Meetings.    Special meetings of the Board of Directors may be called for any purpose or purposes at any time by the Chairman of the Board, the President, any Vice President, the Secretary or any two (2) directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director, including a voice messaging system or other system or technology designed to record and communicate messages, or sent by first-class mail, telegram, facsimile transmission, electronic mail, or other electronic means, charges pre-paid, addressed to him or her at his or her address as it appears upon the records of the corporation or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone, telegraphed or sent by facsimile transmission or other electronic means, it shall be delivered to a common carrier for transmission to the director or actually transmitted by the person giving the notice by electronic means to the director at least forty-eight (48) hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such directors. The notice need not specify the place of the meeting if the meeting is to the held at the principal executive office of the corporation, and need not specify the purpose of the meeting.

        Section 4.9    Quorum.    Presence of a majority of the authorized number of directors shall constitute a quorum for the transaction of business, except as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the California Corporations Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 (as to appointment of committees), and Section 317(e) (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

        Section 4.10    Waiver of Notice.    Notice of a meeting, although otherwise required, need not be given to any director who (i) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice, (ii) signs an approval of the minutes of the meeting, or (iii) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. Waivers of notice or consents need not specify the purpose of the meeting. All waivers, consents and approvals of the minutes shall be filed with the corporate records or made part of the minutes of the meeting.

        Section 4.11    Adjournment.    Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or place. Notice of the time and place of resuming a

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meeting that has been adjourned need not be given unless the adjournment is for more than twenty-four (24) hours, in which case notice shall be given, before the time set for resuming the adjourned meeting, to the directors who were not present at the time of the adjournment. Notice need not be given in any case to directors who were present at the time of adjournment.

        Section 4.12    Action Without A Meeting.    Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to that action. Any action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. All written consents shall be filed with the minutes of the proceedings of the Board of Directors.

ARTICLE 5
OFFICERS

        Section 5.1    Designation of Officers.    The officers of the corporation shall be the President, a Secretary and a Treasurer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 below. Any number of offices may be held by the same person.

        Section 5.2    Election of Officers.    The officers of the corporation, except for subordinate officers appointed in accordance with the provisions of Section 3 below shall be chosen annually by the Board of Directors, and shall serve at the pleasure of the Board of Directors.

        Section 5.3    Subordinate Officers.    The Board of Directors may appoint, and may empower the President to appoint other officers as required by the business of the corporation, whose duties shall be as provided in the Bylaws, or as determined from time to time by the Board of Directors or President.

        Section 5.4    Removal and Resignation of Officers.    Any officer chosen by the Board of Directors may be removed at any time, with or without cause or notice, by the Board of Directors. Subordinate officers appointed by persons other than the Board under Section 3 may be removed at any time, with or without cause or notice, by the Board of Directors or by the officer by whom appointed. Officers may be employed for a specified term under a contract of employment if authorized by the Board of Directors, and such officers may be removed from office at any time under this Section, and shall have no claim against the corporation or individual officers or board members because of the removal except any right to monetary compensation to which the officer may be entitled under the contract of employment. Any officer may resign at any time by giving written notice to the corporation. Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation to monetary damages under any contract of employment to which the officer is a party.

        Section 5.5    Vacancies in Offices.    A vacancy in any office resulting from an officer's death, resignation, removal, disqualification or from any other cause shall be filled in the manner prescribed in these Bylaws per regular election or appointment to that office.

        Section 5.6    Chairman of the Board.    The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be assigned to him from time to time by the Board of Directors or prescribed by the Bylaws.

        Section 5.7    President.    Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders and in

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the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be exofficio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. In addition, the Board of Directors may designate a Chief Executive Officer who shall not be required to be a member of the Board of Directors or an officer of the corporation.

        Section 5.8    Vice Presidents.    In the absence or disability or refusal to act of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

        Section 5.9    Secretary.    The Secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the Board of Directors, a book of minutes of all meetings and actions of the shareholders, of the Board of Directors, and of committees of the Board. The minutes of each meeting shall state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of directors present at Board or committee meetings; the number of shares present or represented at shareholders' meetings; and an accurate account of the proceedings. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the transfer agent or registrar, a record or duplicate record of shareholders. The record shall show the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation. The Secretary shall give notice, or cause notice to be given, of all shareholders' meetings, Board meetings, and meetings of committees of the Board for which notice is required by statute or the Bylaws. If the Secretary or other person authorized by the Secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation. The Secretary shall keep the seal of the corporation, if any, in safe custody. The Secretary shall have such other powers and perform other duties as prescribed by the Board of Directors or by the Bylaws.

        Section 5.10    Assistant Secretaries.    It shall be the duty of the Assistant Secretaries to assist the Secretary in the performance of his or her duties and generally to perform such other duties as may be delegated to them by the Board of Directors.

        Section 5.11    Treasurer.    The Treasurer shall be the Chief Financial Officer and shall keep or cause to be kept adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. Books of account shall at all reasonable times be open to inspection by any director. The Chief Financial Officer shall (i) deposit corporate funds and other valuables in the corporation's name and to its credit with the depositories designated by the Board of Directors; (ii) make disbursements of corporate funds as authorized by the Board; (iii) render a statement of the corporation's financial condition and an account of all transactions conducted as Chief Financial Officer whenever requested by the President or the Board of Directors; and (iv) have other powers and perform other duties as prescribed by the Board of Directors or the Bylaws.

        Section 5.12    Assistant Treasurers.    It shall be the duty of the Assistant Treasurers to assist the Treasurer in the performance of his or her duties and generally to perform such other duties as may be delegated to them by the Board of Directors.

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ARTICLE 6
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

        The corporation shall, to the maximum extent permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article an "agent" of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.

ARTICLE 7
RECORDS AND REPORTS

        Section 7.1    Maintenance of Shareholder Record and Inspection by Shareholders.    The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar, as determined by resolution of the Board of Directors, a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation have the right to do either or both of the following: (i) inspect and copy the record of shareholders' names and addresses and shareholding during usual business hours, on five (5) days' prior written demand on the corporation, or (ii) obtain from the corporation's transfer agent, on written demand and tender of the transfer agent's usual charges for this service, a list of the names and addresses of shareholders who are entitled to vote for the election of directors, and their share holdings, as of the most recent date for which a list has been compiled or as of a specified date later than the date of demand. This list shall be made available within five (5) days after (i) the date of demand, or (ii) the specified later date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate. Any inspection and copying under this Section may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

        Section 7.2    Maintenance and Inspection of Bylaws.    The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, then its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon written request of any shareholder, furnish to that shareholder a copy of the Bylaws as amended to date.

        Section 7.3    Maintenance and Inspection of Minutes and Accounting Records.    The minutes of proceedings of the shareholders, Board of Directors, and committees of the Board, and the accounting books and records shall be kept at the principal executive office of the corporation, or at such other place or places as designated by the Board of Directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be opened to inspection on the written demand of any shareholder or holder of a voting trust certificate at any

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reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights and inspections shall extend to the records of each subsidiary of the corporation.

        Section 7.4    Inspection by Directors.    Every director shall have the right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

        Section 7.5    Annual Report to Shareholders.    The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholder of the corporation as they consider appropriate.

ARTICLE 8
GENERAL CORPORATE MATTERS

        Section 8.1    Authorized Signatories for Checks.    All checks, drafts, other orders for payment of money, note, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner authorized from time to time by resolution of the Board of Directors.

        Section 8.2    Executing Corporate Contracts and Instruments.    Except as otherwise provided in the Articles or in these Bylaws, the Board of Directors by resolution may authorize any officer, officers, agent or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee or other person purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way, to pledge the corporation's credit or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the Board of Directors as provided in these Bylaws, or unless an unauthorized act was later ratified by the corporation.

        Section 8.3    Certificates for Shares.    A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of the shares are fully paid. All certificates shall certify the number of shares and the class or services of shares represented by the certificate. All certificates shall be signed in the name of the corporation by (i) either the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the President, or any Vice President, and (ii) either the Chief Financial Officer, any Assistant Treasurer, the Secretary, or any Assistant Secretary. None of the signatures on the certificate may be facsimile. If any officer, transfer agent or registrar who has signed a certificate shall have ceased to be that officer, transfer agent or registrar before that certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

        Section 8.4    Lost Certificates.    Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace old certificates unless the old certificate is surrendered to the corporation for cancellation at the same time. If shares certificates or certificates for any other security have been lost, stolen or destroyed, the Board of Directors may authorize the issuance of replacement certificates on terms and conditions as required by the Board, which may include a requirement that the owner give the corporation a bond (or other adequate security) sufficient to indemnify the corporation against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of the old certificate or the issuance of the replacement certificate.

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        Section 8.5    Construction and Definitions.    Unless the context requires otherwise, the general provisions, rules of construction and definitions in Sections 100 through 195 of the California Corporations Code shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

ARTICLE 9
AMENDMENTS

        Section 9.1    Amendment of Bylaws.    Except as otherwise required by law or by the Articles of Incorporation, these Bylaws may be amended or repealed, and new Bylaws may be adopted, by the Board of Directors or by the holders of a majority of the outstanding shares entitled to vote.

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EXHIBIT 3.12

BYLAWS OF GENCORP PROPERTY INC.
ARTICLE 1 OFFICES
ARTICLE 2 PURPOSES
ARTICLE 3 MEETINGS OF SHAREHOLDERS
ARTICLE 4 DIRECTORS
ARTICLE 5 OFFICERS
ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
ARTICLE 7 RECORDS AND REPORTS
ARTICLE 8 GENERAL CORPORATE MATTERS
ARTICLE 9 AMENDMENTS

EX-3.13

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Exhibit 3.13

CERTIFICATE OF INCORPORATION

OF

DRAFTEX, INC.

        The undersigned incorporator, in order to form a corporation under the General Corporation Law of Delaware, certifies as follows:

        FIRST:    The name of the corporation is Draftex, Inc.

        SECOND:    The registered office of the corporation is to be located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

        THIRD:    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

        FOURTH:    The corporation shall have the authority to issue 1,000 shares of common stock, par value $.01 per share.

        FIFTH:    The name and mailing address of the incorporator are as follows:

Alex Navarro, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036

        SIXTH:    Whenever a compromise or arrangement is proposed between the corporation and its creditors or any class of them and/or between the corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of Trustees in dissolution or of any receiver or receivers appointed for the corporation under the provisions of § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the corporation, as the case may be, and also on the corporation.

        EIGHTH:    The corporation shall, to the fullest extent permitted by law, as the same is now or may hereafter be in effect, indemnify each person (including the heirs, executors, administrators and other personal representatives of such person) against expenses including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or completed suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving any other incorporated or unincorporated enterprise in such capacity at the request of the corporation.

        NINTH:    Unless, and except to the extent that, the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

        TENTH:    The corporation hereby confers the power to adopt, amend or repeal bylaws of the corporation upon the directors.

        IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of February, 1996.

/s/  ALEX NAVARRO Alex Navarro, Esq.
Sole Incorporator

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CERTIFICATE

FOR RENEWAL AND REVIVAL OF CHARTER

OF

DRAFTEX, INC.

        Draftex, Inc., a corporation organized under the laws of the State of Delaware, the Certificate of Incorporation of which was filed in the Office of the Secretary of State on the fifth day of February, 1996, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

        SEVENTH:    The name of the corporation is:

Draftex, Inc.

        EIGHTH:    The registered office of the corporation is to be located at 1013 Centre Road, City of Wilmington, County of New Castle; Delaware 19805. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

        NINTH:    The date when the restoration, renewal and revival of the charter of this company is to commence is the twenty-eighth day of February, 1998, same being prior to the date of the expiration of the charter. This renewal and revival of the charter of this corporation is to be perpetual.

        TENTH:    This corporation was duly organized and carried on the business authorized by its charter until the first day of March, 1998, at which time its charter became inoperative and void for non-payment of taxes and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

        IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, Draftex, Inc. has caused this Certificate to be signed by its Vice President, Treasurer and Secretary, Gilbert L. Christopher, Jr., this 5^th day of January, 1999.

/s/  GILBERT L. CHRISTOPHER, JR. Gilbert L. Christopher, Jr.
Vice President, Treasurer
and Secretary

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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

DRAFTEX, INC.

        It is hereby certified that:

        1.     The name of the corporation (hereinafter called the "corporation") is Draftex, Inc..

        2.     The certificate of incorporation of the corporation is hereby amended by striking out Article One thereof and by substituting in lieu of said Article the following new Article(s):

        "The name of the corporation is GDX Automotive Inc."

        3.     The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on January 18, 2001.

DRAFTEX, INC.
By:	/s/  JOSEPH M. GRAY Name:  Joseph M. Gray Title:    President, GDX Automotive

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CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

        GDX AUTOMOTIVE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

        That the registered office of the corporation in the State of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

        That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

        That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

        IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 19^th day of April, 2002.

/s/  YASMIN R. SEYAL

YASMIN R. SEYAL / TREASURER    *

(Title)

        * Any authorized officer or the Chairman or Vice-Chairman of the Board of Directors may execute this certificate.

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Exhibit 3.13

CERTIFICATE OF INCORPORATION OF DRAFTEX, INC.
CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER OF DRAFTEX, INC.
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF DRAFTEX, INC.
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE

EX-3.14

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EXHIBIT 3.14

BY-LAWS
OF
DRAFTEX, INC.

        1.    MEETINGS OF STOCKHOLDERS.

        1.1    Annual Meeting.    The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors (the "Board"), and shall be held at a place and time determined by the Board.

        1.2    Special Meetings.    Special meetings of the stockholders may be called by resolution of the Board or the president and shall be called by the president or secretary upon the written request (stating the purpose or purposes of the meeting) of a majority of the directors then in office or of the holders of a majority of the outstanding shares entitled to vote. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

        1.3    Place and Time of Meetings.    Meetings of the stockholders may be held in or outside Delaware at the place and time specified by the Board or the officers or stockholders requesting the meeting.

        1.4    Notice of Meetings; Waiver of Notice.    Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting, and (b) no notice of an adjourned meeting need be given, except when required under section 1.5 below or by law. Each notice of a meeting shall be given, personally or by mail, not fewer than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and, unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when mailed to a stockholder at his address on the corporation's records. The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him.

        1.5    Quorum.    At any meeting of stockholders, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority in voting interest of those present or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present, any action may be taken that might have been taken at the meeting as originally called. No notice of an adjourned meeting need be given, if the time and place are announced at the meeting at which the adjournment is taken, except that, if adjournment is for more than 30 days or if, after the adjournment, a new record date is fixed for the meeting, notice of the adjourned meeting shall be given pursuant to section 1.4.

        1.6    Voting; Proxies.    Each stockholder of record shall be entitled to one vote for each share registered in his name. Corporate action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of stockholders, except as otherwise provided by law or by section 1.8. Directors shall be elected in the manner provided in section 2.1. Voting need not be by ballot, unless requested by a majority of the stockholders entitled to vote at the meeting or ordered by the chairman of the meeting. Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him by proxy. No proxy shall be valid after three years from its date, unless it provides otherwise.

        1.7    List of Stockholders.    Not fewer than 10 days prior to the date of any meeting of stockholders, the secretary of the corporation shall prepare a complete list of stockholders entitled

to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. For a period of not fewer than 10 days prior to the meeting, the list shall be available during ordinary business hours for inspection by any stockholder for any purpose germane to the meeting. During this period, the list shall be kept either (a) at a place within the city where the meeting is to be held, if that place shall have been specified in the notice of the meeting, or (b) if not so specified, at the place where the meeting is to be held. The list shall also be available for inspection by stockholders at the time and place of the meeting.

        1.8    Action by Consent Without a Meeting.    Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing.

        2.    BOARD OF DIRECTORS.

        2.1    Number, Qualification, Election and Term of Directors.    The business of the corporation shall be managed by the entire Board, which initially shall consist of three directors. The number of directors may be changed by resolution of a majority of the Board or by the stockholders, but no decrease may shorten the term of any incumbent director. Directors shall be elected at each annual meeting of stockholders by a plurality of the votes cast and shall hold office until the next annual meeting of stockholders and until the election and qualification of their respective successors, subject to the provisions of section 2.9. As used in these by-laws, the term "entire Board" means the total number of directors the corporation would have, if there were no vacancies on the Board.

        2.2    Quorum and Manner of Acting.    A majority of the entire Board shall constitute a quorum for the transaction of business at any meeting, except as provided in section 2.10. Action of the Board shall be authorized by the vote of the majority of the directors present at the time of the vote, if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is present.

        2.3    Place of Meetings.    Meetings of the Board may be held in or outside Delaware.

        2.4    Annual and Regular Meetings.    Annual meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of stockholders and at the same place, or (b) as soon as practicable after the annual meeting of stockholders, on notice as provided in section 2.6. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

        2.5    Special Meetings.    Special meetings of the Board may be called by the president or by a majority of the directors.

        2.6    Notice of Meetings; Waiver of Notice.    Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of stockholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting, or by delivering or telephoning or telegraphing it to him at least two days before the meeting. Notice of a special meeting also shall state the purpose or purposes for which the meeting is called. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting or who

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attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

        2.7    Board or Committee Action Without a Meeting.    Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting, if all the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the members of the Board or the committee shall be filed with the minutes of the proceedings of the Board or the committee.

        2.8    Participation in Board or Committee Meetings by Conference Telephone.    Any or all members of the Board or any committee of the Board may participate in a meeting of the Board or the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

        2.9    Resignation and Removal of Directors.    Any director may resign at any time by delivering his resignation in writing to the president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any or all of the directors may be removed at any time, either with or without cause, by vote of the stockholders.

        2.10    Vacancies.    Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.

        2.11    Compensation.    Directors shall receive such compensation as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A director also may be paid for serving the corporation or its affiliates or subsidiaries in other capacities.

        3.    COMMITTEES.

        3.1    Executive Committee.    The Board, by resolution adopted by a majority of the entire Board, may designate an executive committee of one or more directors, which shall have all the powers and authority of the Board, except as otherwise provided in the resolution, section 141(c) of the General Corporation Law of Delaware or any other applicable law. The members of the executive committee shall serve at the pleasure of the Board. All action of the executive committee shall be reported to the Board at its next meeting.

        3.2    Other Committees.    The Board, by resolution adopted by a majority of the entire Board, may designate other committees of one or more directors, which shall serve at the Board's pleasure and have such powers and duties as the Board determines.

        3.3    Rules Applicable to Committees.    The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In case of the absence or disqualification of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another director to act at the meeting in place of the absent or disqualified member. All action of a committee shall be reported to the Board at its next meeting. Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board.

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        4.    OFFICERS.

        4.1    Number; Security.    The executive officers of the corporation shall be the president, one or more vice presidents (including an executive vice president, if the Board so determines), a secretary and a treasurer. Any two or more offices may be held by the same person. The board may require any officer, agent or employee to give security for the faithful performance of his duties.

        4.2    Election; Term of Office.    The executive officers of the corporation shall be elected annually by the Board, and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor, subject to the provisions of section 4.4.

        4.3    Subordinate Officers.    The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

        4.4    Resignation and Removal of Officers.    Any officer may resign at any time by delivering his resignation in writing to the president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any officer elected or appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee that appointed him or by the president.

        4.5    Vacancies.    A vacancy in any office may be filled for the unexpired term in the manner prescribed in sections 4.2 and 4.3 for election or appointment to the office.

        4.6    The President.    The president shall be the chief executive officer of the corporation. Subject to the control of the Board, he shall have general supervision over the business of the corporation and shall have such other powers and duties as presidents of corporations usually have or as the Board assigns to him.

        4.7    Vice President.    Each vice president shall have such powers and duties as the Board or the president assigns to him.

        4.8    The Treasurer.    The treasurer shall be the chief financial officer of the corporation and shall be in charge of the corporation's books and accounts. Subject to the control of the Board, he shall have such other powers and duties as the Board or the president assigns to him.

        4.9    The Secretary.    The secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and the stockholders, shall be responsible for giving notice of all meetings of stockholders and the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it. Subject to the control of the Board, he shall have such powers and duties as the Board or the president assigns to him. In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

        4.10    Salaries.    The Board may fix the officers' salaries, if any, or it may authorize the president to fix the salary of any other officer.

        5.    SHARES.

        5.1    Certificates.    The corporation's shares shall be represented by certificates in the form approved by the Board. Each certificate shall be signed by the president or a vice president, and by the secretary or an assistant secretary or the treasurer or an assistant treasurer, and shall be

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sealed with the corporation's seal or a facsimile of the seal. Any or all of the signatures on the certificate may be a facsimile.

        5.2    Transfers.    Shares shall be transferable only on the corporation's books, upon surrender of the certificate for the shares, properly endorsed. The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

        5.3    Determination of Stockholders of Record.    The Board may fix, in advance, a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. The record date may not be more than 60 or fewer than 10 days before the date of the meeting or more than 60 days before any other action.

        6.    INDEMNIFICATION AND INSURANCE.

        6.1    Right to Indemnification.    Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time, against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and that indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in section 6.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by that person, only if that proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in these by-laws shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by that person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these by-laws or otherwise. The corporation may, by action of its Board, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

        6.2    Right of Claimant to Bring Suit.    If a claim under section 6.1 is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant also shall be entitled to be paid the expense of prosecuting that claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking, if any, is required and has been tendered to the

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corporation) that the claimant has failed to meet a standard of conduct that makes it permissible under Delaware law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board, its independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he has met that standard of conduct, nor an actual determination by the corporation (including its Board, its independent counsel or its stockholders) that the claimant has not met that standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet that standard of conduct.

        6.3    Non-Exclusivity of Rights.    The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section 6 shall not be exclusive of any other right any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

        6.4    Insurance.    The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against that expense, liability or loss under Delaware law.

        6.5    Expenses as a Witness.    To the extent any director, officer, employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he shall be indemnified against all costs and expenses actually and reasonably incurred by him or on his behalf in connection therewith.

        6.6    Indemnity Agreements.    The corporation may enter into agreement with any director, officer, employee or agent of the corporation providing for indemnification to the fullest extent permitted by Delaware law.

        7.    Miscellaneous.

        7.1    Seal.    The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear the corporation's name and the year and state in which it was incorporated.

        7.2    Fiscal Year.    The Board may determine the corporation's fiscal year. Until changed by the Board, the last day of the corporation's fiscal year shall be December 31.

        7.3    Voting of Shares in Other Corporations.    Shares in other corporations held by the corporation may be represented and voted by an officer of this corporation or by a proxy or proxies appointed by one of them. The Board may, however, appoint some other person to vote the shares.

        7.4    Amendments.    By-laws may be amended, repealed or adopted by the stockholders.

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EXHIBIT 3.14

BY-LAWS OF DRAFTEX, INC.

EX-3.15

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Exhibit 3.15

CERTIFICATE OF FORMATION
OF
GDX LLC

        This Certificate of Formation is being executed for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

        The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

        1.    Name.    The name of the limited liability company is GDX LLC (the "Company").

        2.    Registered Office and Registered Agent.    The Company's registered office in the State of Delaware is located at 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

        IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation.

GENCORP INC., as Sole Member and Authorized Person
By:	/s/  ROBERT A. ANDERSON
	Name:	Robert A. Anderson
	Title:	Vice President and Deputy General General Counsel; Assistant Secretary

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Exhibit 3.15

CERTIFICATE OF FORMATION OF GDX LLC

EX-3.16

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EXHIBIT 3.16

LIMITED LIABILITY COMPANY AGREEMENT

OF

GDX LLC

        THE UNDERSIGNED is executing this Limited Liability Company Agreement ("Agreement") as of December 8, 2000 for the purpose of forming a limited liability company (the "Company") pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the "Delaware Act"), and does hereby certify and agree as follows:

        1.    Name; Formation.    The name of the Company shall be GDX LLC or such other name as the Board of Directors may from time to time hereafter designate. The Company was formed on December 8, 2000 upon the filing by the Initial Stockholder, as an authorized person on behalf of the Company, of a certificate of formation of the Company with the Secretary of State of the State of Delaware setting forth the information required by Section 18-201 of the Delaware Act (the "Certificate of Formation").

        2.    Definitions; Rules of Construction.    In addition to terms otherwise defined herein, the following terms are used herein as defined below:

        "Board of Directors" means the board of directors designated in Section 7 hereof.

        "By-laws" shall mean the By-laws of the Company as amended from time to time which By-laws are expressly incorporated herein by reference as part of this Agreement. The initial By-laws of the Company are attached hereto as Exhibit A and are hereby adopted and approved by the Initial Stockholder.

        "Capital Contribution" means, with respect to any Stockholder, the amount of capital contributed by such Stockholder to the Company in accordance with Section 8 hereof.

        "Certificate" means a certificate substantially in the form of Exhibit B to this Agreement issued by the Company that evidences an Interest in the Company.

        "Director" means a member of the Board of Directors as designated in, or selected pursuant to, Section 7 hereof. Each Director shall be deemed to be a "manager" within the meaning of Section 18-101(10) of the Delaware Act.

        "Initial Stockholder" means GenCorp Inc., an Ohio corporation.

        "Interest" means the ownership interest of each Stockholder in the Company (which shall be considered personal property for all purposes), consisting of (i) such Stockholder's Percentage Interest in profits, losses, allocations and distributions of the Company, (ii) such Stockholder's right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act and (iii) such Stockholder's other rights and privileges as herein provided.

        "Percentage Interest" means a Stockholder's share of the profits and losses of the Company and such Stockholder's percentage right to receive distributions of the Company's assets. The Percentage Interest of each Stockholder shall be the percentage set forth opposite such Stockholder's name on Schedule I hereto, as such Schedule shall be amended from time to time in accordance with the provisions hereof. The combined Percentage Interests of all Stockholders shall at all times equal one hundred percent (100%).

        "Stockholder" means the Initial Stockholder and any permitted transferee of all or any part of the Interest of the Initial Stockholder who is admitted as a Stockholder pursuant to the terms hereof and any subsequent transferee of any such Interest who is so admitted, so long as each such person remains a Stockholder. Each person or entity at any time being a Stockholder shall be deemed to be a "member" within the meaning of Section 18-101(11) of the Delaware Act.

        Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words "hereof," "herein," and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof.

        3.    Purpose.    The purpose of the Company shall be to engage in any lawful activities that may be engaged in by a limited liability company formed under the Delaware Act, as such activities may be determined by the Board of Directors from time to time.

        4.    Offices.

        (a)   The principal office of the Company, and such additional offices as the Board of Directors may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Board of Directors may designate from time to time.

        (b)   The registered office of the Company in the State of Delaware is located at 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801, and the registered agent of the Company for service of process at such address is The Corporation Trust Company, provided the Board of Directors may change the registered office of the Company and its registered agent from time to time in its discretion.

        5.    Stockholders.    The name, business mailing or residence address and Percentage Interest of each Stockholder of the Company are as set forth on Schedule I attached hereto, as the same may be amended from time to time to reflect the substitution, withdrawal or admission of any Stockholder. Unless otherwise provided by the Board of Directors, a Certificate in respect of each Stockholder's Interest in the Company shall be issued. An Interest in the Company evidenced by a Certificate shall constitute a security for all purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction (the "UCC"). An Interest in the Company not evidenced by a Certificate shall not constitute a security for all purposes of Article 8 of the UCC. Delaware law shall constitute the local law of the Company's jurisdiction in its capacity as the issuer of Interests.

        6.    Term.    The Company shall have perpetual existence unless dissolved and terminated in accordance with Section 14 of this Agreement.

        7.    Management of the Company.

        (a)   Subject to the delegation of rights and powers as provided for herein and in the By-laws, the Board of Directors shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, by reason of its status as such, shall have any authority to act for or bind the Company but shall have only the right to approve or take the actions herein specified to be approved or taken by the Stockholders.

        (b)   The officers of the Company shall be elected, removed and perform such functions as are provided in the By-laws. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion.

        (c)   Except as otherwise provided by the Board of Directors or in the By-laws, when the taking of such action has been authorized by the Board of Directors, any Director and any officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and may execute

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and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of correction of, or certificates of amendment to, the Company's Certificate of Formation, one or more restated certificates of formation and certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company or as otherwise provided in the Delaware Act, a certificate of cancellation canceling the Company's Certificate of Formation.

        (d)   The number of Directors constituting the Board of Directors shall be as set forth in the By-laws. The Board of Directors shall initially be composed of the following individuals:

Robert A. Wolfe
William R. Phillips
Terry L. Hall

Vacancies on the Board of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by action of the Stockholders as provided in the By-laws. Directors shall serve until they resign, die, become incapacitated or are removed. Directors can be removed with or without cause by the Stockholders. Determinations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in the By-laws, unless otherwise specifically provided herein.

        8.    Capital Contributions; Administrative Matters.

        (a)   The Initial Stockholder has made the capital contribution to the Company set forth on Schedule I hereto. The Initial Stockholder shall have no obligation to make any further capital contributions to the Company. Any person or entity hereafter admitted as a Stockholder of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined at the time of such admission.

        (b)   Each fiscal year of the Company shall end on the last Saturday in November of each year, provided that the last fiscal year of the Company shall end on the date of the completion of the winding up and termination of the Company. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles.

        9.    Assignments of Company Interest.

        (a)   No Stockholder may sell, assign, pledge or otherwise transfer or encumber (collectively "transfer") any or all of its Interest in the Company without the Board of Directors consenting to the proposed transfer by such Shareholder of such Interest in the Company which consent may be given or withheld at the sole discretion of the Board of Directors. The transferee of such Interest of such Stockholder shall be admitted as a Stockholder as provided in this Section 9.

        (b)   In the event there is at any time a proposed transfer of all of the Interest of a Stockholder of the Company to which the Board of Directors has consented as provided in Section 9(a) hereof, the transfer of such Interest to the transferee thereof and the admission of such transferee as a Stockholder of the Company shall be deemed to occur simultaneously with the withdrawal of the transferring Stockholder with the effect that, in connection with such transfer, there shall at all times be at least one Stockholder of the Company.

        (c)   In the event there is at any time a proposed transfer of part, but not all, of the Interest of any Stockholder of the Company to which the Board of Directors has consented as provided in Section 9(a) hereof, the transferee of such Interest shall be admitted as a Stockholder of the Company with respect to such Interest and, if such transfer results for the first time in there being more than one Stockholder of the Company, this Agreement may, as determined by the Stockholders, be amended by the unanimous action of all Stockholders to address the consequences resulting from such transfer, including, without limitation, any resulting changes to the federal, state, local and foreign tax treatment of the Company.

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        (d)   In connection with any permitted transfer hereunder, the transferee shall execute a counterpart of this Agreement or such other document approved by an officer of the Company by which it agrees to be bound by all the terms and conditions of this Agreement and the execution thereof shall be a condition precedent to such transfer and to the transferee's admission as a Stockholder of the Company. The Board of Directors shall amend Schedule I hereto from time to time to reflect transfers made in accordance with, and as permitted under, this Section 9. Any purported transfer in violation of this Section 9 shall be null and void and shall not be recognized by the Company.

        10.    Additional Stockholders.    The Stockholders acting unanimously shall have the right to admit additional Stockholders upon such terms and conditions, at such time or times, and for such Capital Contributions as shall be determined by all of the Stockholders. In connection with any such admission, the Board of Directors shall amend Schedule I hereof to reflect the name, address, Capital Contribution and Percentage Interest of the additional Stockholder and any agreed upon changes in the Percentage Interests of the other Stockholders.

        11.    Withdrawal.    No Stockholder shall have the right to withdraw from the Company except with the consent of the Board of Directors and upon such terms and conditions as may be specifically agreed upon between the Board of Directors and the withdrawing Stockholder. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Stockholder shall be entitled to claim any further or different distribution upon withdrawal under Section 18-604 of the Delaware Act or otherwise.

        12.    Distributions.    Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board of Directors may determine.- Distributions shall be made to (and profits and losses shall be allocated to) the persons or entities that are the Stockholders at the time the distribution is paid in accordance with their respective Percentage Interests in the Company.

        13.    Return of Capital.    No Stockholder or Director shall have any liability for the return of any Stockholder's Capital Contribution which Capital Contribution shall be payable solely from the assets of the Company at the absolute discretion of the Board of Directors, subject to the requirements of the Delaware Act.

        14.    Dissolution.    The Company shall be dissolved and its affairs wound up and terminated upon the determination of the Stockholders to dissolve the Company.

        15.    Liability.    Neither any Stockholder, any former Stockholder nor any Director or officer of the Company shall be obligated personally for any debt, obligation or liability of the Company solely by reason of being a Stockholder, former Stockholder, a Director and/or officer.

        16.    Standard of Care; Indemnification of Directors, Officers, Employees and Agents.

        (a)   No Director or officer of the Company shall have any personal liability whatsoever to the Company or the Stockholders on account of such Director's or officer's status as a Director or officer or by reason of such Director's or officer's acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Director or officer against any liability to the Company or the Stockholders to which such Director or officer would otherwise be subject by reason of (i) any act or omission of such Director or officer that involves actual fraud or wilful misconduct or (ii) any transaction from which such Director or officer derived improper personal benefit.

        (b)   The Company shall indemnify and hold harmless each Director, officer and Stockholder (each an "Indemnified Person") against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or

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liable for by reason of the formation, operation or termination of the Company, or the Indemnified Person's acting as a Director or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for resulted from (i) any act or omission of such Indemnified Person that involves actual fraud or wilful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnifies hereunder shall survive termination of this Agreement or the Company. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to the Stockholders. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

        (c)   The contract rights to indemnification and to the advancement of expenses conferred in this Section 16 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Directors or otherwise.

        (d)   The Company may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

        (e)   The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 16 with respect to the indemnification and advancement of expenses of Directors and officers of the Company.

        17.    Amendments.    This Agreement may be amended only upon the unanimous written consent of the Stockholders.

        18.    Governing Law.    This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

        IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement of GDX LLC as of the day and year first above written.

GENCORP INC.
By:	/s/  WILLIAM R. PHILLIPS
	Name:	William R. Phillips
	Title:	Senior Vice President Law, General Counsel and Secretary

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SCHEDULE I

Stockholder

Name & Address	Capital Contribution		Percentage Interest
GenCorp Inc. P.O. Box 537012 Sacramento, CA 95853-7012	$	1,000.00	100	%

EXHIBIT A

BY-LAWS
OF
GDX LLC

INTRODUCTION

        A.    Agreement.    These By-laws shall be subject to the Limited Liability Company Agreement (the "Agreement") of GDX LLC, a Delaware limited liability company (the "Company"). In the event of any inconsistency between the terms hereof and the terms of the Agreement, the terms of the Agreement shall control.

        B.    Definitions.    Capitalized terms used herein are not herein defined are used as defined in the Agreement.

ARTICLE I
OFFICES

        SECTION 1.    Registered Office.    The registered office of the Company and the name of the registered agent in charge thereof shall be as provided in the Agreement.

        SECTION 2.    Additional Offices.    The Company may also have offices at such other places as provided in the Agreement.

ARTICLE II
ACTION BY THE STOCKHOLDERS

        SECTION 1.    Meeting of Stockholders.    Meetings of Stockholders shall be held at any place designated by the President. Any meeting of the Stockholders may be held by conference telephone or similar communication equipment so long as all Stockholders participating in the meeting can hear one another and all Stockholders participating by telephone or similar communication equipment shall be deemed present in person at the meeting. Meetings of the Stockholders may be called at any time by the President for the purpose of taking any action upon any matter requiring the vote or authority of the Stockholders as provided herein or in the Agreement or upon any matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Stockholders to act on any matter upon which Stockholders may vote as provided in the Agreement or the Delaware Act shall be called promptly by the President or the Secretary upon the written request of Stockholders of the Company owning a majority of the Interests in the Company. Notice of any meeting of Stockholders shall be given to each Stockholder by mail on or before the fifth day (excluding Sundays and legal holidays) immediately preceding the day of the meeting or by telegraph, cable, telecopy or telex, or personally in writing, on or before the second day immediately preceding the day of the meeting. Notice of any meeting of Stockholders may be waived by any Stockholder before, during or after such meeting and any Stockholder who attends any meeting of the Stockholders shall be deemed to have waived the requirement of notice thereof, unless such Stockholder protests the manner in which notice of such meeting was given before or at the commencement of such meeting.

        SECTION 2.    Written Consent.    Any action taken by the Stockholders may be evidenced by a written consent signed by the Stockholders owning the requisite Interest in the Company and filed with the records of the Company.

        SECTION 3.    Quorum and Voting.    The presence at any meeting of the Stockholders of Stockholders owning more than 50% of the Percentage Interests of the Company shall constitute a quorum for the transaction of business. Any action taken by the Stockholders at a meeting or by written cement shall require the approval of Stockholders owning more than 50% of the Percentage Interests of the Company unless by provision of statute, the Agreement or these By-laws a different vote is required, in which case such provision shall govern.

ARTICLE III
DIRECTORS

        SECTION 1.    General Powers.    The property and business of the Company shall be managed by, or under the direction of, its Board of Directors as provided in the Agreement. The Board of Directors may hold its meetings, establish Company offices and agencies, and keep the books and records of the Company at such places either within or without the State of Delaware as it may from time to time determine.

        SECTION 2.    Meetings.    Meetings of the Board of Directors may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Directors in office, and the person or persons so calling or requesting the calling of any meeting of the Board of Directors shall in such call or request fix the date, hour and place, within or without the State of Delaware, for holding any such meeting. In connection with any meeting of the Board of Directors, any Director may participate in the meeting by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and all Directors participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

        SECTION 3.    Notice of Meetings.    Notice of any meeting of the Board of Directors shall be given to each Director by mail on or before the fifth day (excluding Sundays and legal holidays) immediately preceding the day of the meeting or by telegraph, cable, telecopier or telex, or personally in writing, on or before the second day immediately preceding the day of the meeting. Notice of any meeting of the Board of Directors may be waived by any Director before, during or after such meeting and any Director who attends any meeting of the Board of Directors shall be deemed to have waived the requirement of notice thereof, unless such Director protests the manner in which notice of such meeting was given before or at the commencement of such meeting.

        SECTION 4.    Number of Directors.    The number of Directors which shall constitute the whole Board of Directors of the Company shall be not fewer than three (3) nor more than seven (7). Within such limits, the number of Directors shall be as fixed at any meeting of the Board of Directors by resolution adopted by a majority of the Directors then in office; provided, however, that no decrease in the number of Directors constituting the whole Board shall shorten the term of any incumbent Director. Vacancies created by an increase in the number of Directors shall be filled as provided in the Agreement.

        SECTION 5.    Quorum.    The presence at any meeting of the Board of Directors of a majority of the number of Directors then in office shall constitute a quorum for the transaction of business.

        SECTION 6.    Voting.    The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless by provision of statute, the Agreement or these By-laws the vote of a different number of Directors is required, in which case such provision shall govern.

        SECTION 7.    Action Without A Meeting.    Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of the Agreement, these By-laws or applicable law). Any such written consent may be executed and given by telecopy or similar electronic means. Such written consent shall be filed with the minutes of the proceedings of the Directors.

        SECTION 8.    Resignation.    Any Director or member of a committee of Directors may resign at any time. Such resignation shall be made in writing, and shall take effect at the lime specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

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ARTICLE IV
COMMITTEES

        SECTION 1.    Appointment; Powers.    The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more committees of the Board, each committee to consist of such number of Directors and to have such powers of the Board of Directors in the management of the business and affairs of the Company as the Board may determine and specify in such a resolution. The Board of Directors may at any time, by resolution similarly adopted, change the number, members or powers of any such committee, fill vacancies, or discharge any such committee.

        SECTION 2.    Procedures; Meetings; Quorum.    To the extent any such action is not taken by the Board of Directors, each committee may choose its own chairman and secretary, fix its own rules of procedure, and meet at such times and at such place or places as may be provided by such rules. At every meeting of each committee, the presence of a majority of all the members thereof shall be necessary to constitute a quorum and the affirmative vote of a majority of the members present shall be necessary to decide any question before the committee. Unless otherwise provided by the Board of Directors or by the committee, the members of each committee may participate in meetings by telephone or similar communication equipment and may act by written consent to the same extent as provided in these By-laws with respect to the entire Board of Directors.

ARTICLE V
OFFICERS

        SECTION 1.    Officers.    The officers of the Company shall be a President, one or more Vice Presidents, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors. Any two or more offices, except those of President and Secretary, may be held by the same person.

        The Board of Directors may appoint one or more Assistant Treasurers, and one or more Assistant Secretaries who shall have such authority and shall perform such duties as specified herein and as from time to time may be prescribed by the Board of Directors.

        Subject to Section 6 of this Article V, each officer and assistant officer elected or appointed by the Board of Directors shall hold office until his or her successor shall be chosen.

        SECTION 2.    President.    The President shall be the chief executive officer of the Company and shall have general direction, control and supervision over the business, affairs and operations of the Company, subject to the control and direction of the Board of Directors. The President shall keep the Board of Directors fully informed concerning the business of the Company under his supervision. Unless otherwise provided by the Board of Directors, the President may execute and deliver bonds, notes, contracts, agreements or other obligations or instruments in the name of the Company, and with the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, may execute and deliver any certificate representing Interests in the Company in the event the Board of Directors shall determine to issue certificates representing Interests. In general, the President shall have and perform all powers and duties incident to the office of a president of a corporation and such other powers and duties as from time to time may be assigned to the President by the Board of Directors.

        SECTION 3.    Vice President.    In the absence or incapacity of the President, a Vice President designated the Board of Directors shall have and perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Unless otherwise provided by the Board of Directors, each Vice President may execute and deliver bonds, notes, contracts, agreements or other obligations or instruments in the name of the Company and with the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, may execute and deliver any certificate representing Interests in the Company in the event the Board of Directors shall

3

determine to issue certificates representing Interests. Each Vice President shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or by the President.

        SECTION 4.    Treasurer.    The Treasurer shall have responsibility for the custody and safekeeping of all funds and securities of the Company; he may sign with the President or any Vice President any or all certificates representing Interests in the Company in the event the Board of Directors shall determine to issue certificates representing Interests; and in general the Treasurer shall have and perform all of the other powers and duties incident to the office of treasurer and such other powers and duties as may be assigned by the Board of Directors or the President. Unless otherwise provided by the Board of Directors, the Treasurer (and any Assistant Treasurer that may be appointed) may execute and deliver bonds, notes, contracts, agreements or other obligations or instruments in the name of the Company.

        SECTION 5.    The Secretary.    The Secretary shall keep or cause to be kept records of any action taken by the Stockholder by written consent and the minutes of all meetings of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of these By-laws and as required by law; shall be custodian of the minute books, and similar records and of the seal of the Company;, shall keep or cause to be kept a ledger identifying the Stockholder and an address of the Stockholder (and each successor); may sign with the President and any Vice President any and all certificates representing Interests in the Company in the event that the Board of Directors shall determine to issue certificates representing Interests; and in general the Secretary shall have and perform all powers and duties incident to the office of the secretary and such other powers and duties as may, from time to time, be assigned by the Board of Directors or the President. Unless otherwise provided by the Board of Directors, the Secretary (and any Assistant Secretary that may be appointed) may execute and deliver bonds, notes, contracts, agreements or other obligations or instruments in the name of the Company.

        SECTION 6.    Removal of Officers.    Any officer elected or appointed by the Board of Directors may be removed, either with or without cause, by the vote of a majority of the Directors then in office at any meeting of the Board of Directors.

        SECTION 7.    Filling of Vacancies.    If a vacancy shall exist in the office of any officer or assistant officer of the Company, the Board of Directors may elect or appoint any person to fill such vacancy, such person to hold office (subject to Section 6 of this Article V) until his successor shall be chosen and qualified.

ARTICLE VI
INTERESTS

        SECTION 1.    Transfer of Interests.    Unless otherwise authorized by the Board of Directors, no certificates representing Interests shall be issued. A register shall be kept at an office of the Company or the Company's transfer agent that shall contain the name and address of the Stockholders and a record of all transfers of Interests. The persons indicated as the Stockholders on the Company's register shall be entitled to receive dividends or other distributions and otherwise to exercise or enjoy the rights of the Stockholders. Subject to the Agreement, Interests in the Company shall be transferable only upon its books by the holder thereof in person or by his duly authorized attorneys or legal representatives or pursuant to the unclaimed property laws of the various states. In the event the Board of Directors shall have authorized the issuance of certificates representing Interests, upon transfer, the old certificates representing such Interests shall be surrendered to the Company by the delivery thereof to the Secretary or the transfer agent for said certificates, or to such other person as the Board of Directors may designate, by whom such old certificates shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer.

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        SECTION 2.    Lost or Destroyed Certificates.    In the event the Board of Directors shall authorize the issuance of certificates representing Interests, the Board of Directors may determine the conditions upon which a new certificate may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed; and may, in the Board's discretion, require the owner of such certificate or the owner's legal representative to give bond, with such surety, if any, as the Board shall deem appropriate, sufficient to indemnify the Company and each transfer agent and registrar, against any claim that may arise by reason of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII
COMPANY SEAL

        The Board of Directors may authorize and establish a company seal containing the name of the Company, the words "Limited Liability Company Seal" or "LLC Seal" and "Delaware", and otherwise in such form as shall be approved by the Board of Directors.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

        SECTION 1.    Notice.    Any notice required, (i) if given by mail, shall be deemed to have been given upon the deposit thereof in a post office box, postage prepaid, or (ii) if given by telegraph or cable, shall be deemed to have been given upon delivery thereof to the telegraph or cable company for transmission, or (iii) if the person entitled to notice has facilities for the receipt of telecopies or telex or other electronic means, shall be deemed to have been given upon transmission of the notice by such means; and in any instance the notice shall be addressed to the person entitled thereto at such person's last known address according to the records of the Company.

        SECTION 2.    Voting Upon Stocks.    Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of stockholders of any company in which the Company may hold stock or other interests, and also to execute and deliver for and on behalf of the Company proxies in respect of such meetings, and at any such meeting the President or the individual or individuals named in the proxy executed by the President in respect of such meeting shall possess and may exercise any and all the rights and powers incident to the ownership of such stock and which, as the owner thereof, the Company might have possessed and exercised if present. The Board of Directors, by resolution, from time to time may confer like powers upon any other person or persons, which powers may be general or confined to specific instances.

ARTICLE IX
AMENDMENTS

        The Board of Directors shall have full power to alter, amend or repeal these By-laws or any provision thereof, or to adopt new by-laws, at any meeting or by action without a meeting as herein provided. By-laws adopted, altered or amended by the Board of Directors may be altered, amended or repealed by the Stockholders.

*        *        *

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EXHIBIT 3.16

LIMITED LIABILITY COMPANY AGREEMENT OF GDX LLC
SCHEDULE I
EXHIBIT A
BY-LAWS OF GDX LLC
ARTICLE I OFFICES
ARTICLE II ACTION BY THE STOCKHOLDERS
ARTICLE III DIRECTORS
ARTICLE IV COMMITTEES
ARTICLE V OFFICERS
ARTICLE VI INTERESTS
ARTICLE VII COMPANY SEAL
ARTICLE VIII MISCELLANEOUS PROVISIONS
ARTICLE IX AMENDMENTS

EX-3.17

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Exhibit 3.17

ARTICLES OF INCORPORATION
OF
GENERAL TIRE & RETREAD SERVICE, INC.

        The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation for profit under the General Corporation Act of Ohio, do hereby certify:

        1. The name of said corporation shall be

GENERAL TIRE & RETREAD SERVICE, INC.

        2. The place in the State of Ohio where its principal office is to be located is the City of Akron, Summit County.

        3. The purpose or purposes for which it is formed are:

        (a) to purchase, import, export or otherwise deal in and dispose of tires, tubes, batteries, rims, tools, parts and all other automobile and motor vehicle accessories, apparatus and appliances, and gasoline, fuels, oils and other materials useful in connection with the ownership, use or enjoyment of automobiles and motor vehicles.

        (b) to do any and all acts and things and to carry on any and all business incident to the foregoing and to have and exercise all the powers conferred by the laws of the State of Ohio upon corporations formed under the General Corporation Act of said State and to do any and all of the things hereinbefore set forth to the same extent as natural persons might or could do.

        The foregoing clauses shall be construed both as objects and powers and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation.

        4. The maximum number of shares which the corporation is authorized to have outstanding is Two Hundred Fifty (25) shares, all of which shall be with a par value of One Hundred Dollars ($100.00) each.

        5. The amount of capital with which the corporation will begin business is Five Hundred Dollars ($500.00).

        IN WITNESS WHEREOF we have hereunto set our hands this 1^st day of February, 1960.

/s/  TRESA E. PITTENGER, JR. Tresa E. Pittenger, Jr.

/s/  JOHN J. DALTON John J. Dalton

/s/  RAY W. SHAFFER Ray W. Shaffer

CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GENERAL TIRE & RETREAD SERVICE, INC.

        Mr. C. J. Jahant, Vice President, and F. W. Knowlton, Secretary, of General Tire & Retread Service, Inc., an Ohio corporation, with its principal office located at Akron, Ohio, do hereby certify that a meeting of the holders of shares of said corporation entitling them to vote on the proposal to amend the articles of incorporation thereof, as contained in the following resolution, was duly called and held on the 10^th day of September, 1962, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise all of the voting power of the corporation on such proposal, the following resolution was adopted to amend the articles:

        RESOLVED, that the name of this corporation shall be changed from GENERAL TIRE & RETREAD SERVICE, INC. to GENERAL TIRE ATHLETIC PRODUCTS COMPANY and

        FURTHER RESOLVED, the purpose clause of said corporation shall be changed by deleting old 3(a) and in its place inserting a new (a) as follows:

"to manufacture, purchase, import, export, or otherwise deal in and dispose of chemical and plastic products, athletic goods and all products kindred thereto as well as tires, tubes, batteries, rims, tools, parts and all other automotive and motor vehicle accessories, apparatus and appliances."

        IN WITNESS WHEREOF, said C. J. Jahant, Vice President, and F. W. Knowlton, Secretary, of General Tire & Retread Service, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 10^th day of September, 1962.

By:	/s/  C. J. JAHANT C. J. Jahant, Vice President
By:	/s/  F. W. KNOWLTON F. W. Knowlton, Assistant Secretary

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CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GENERAL TIRE ATHLETIC PRODUCTS COMPANY

        Mr. T. E. Pittenger, President, and J. J. Dalton, Secretary, of General Tire Athletic Products Company, an Ohio corporation, with its principal office located at Akron, Ohio, do hereby certify that a meeting of the holders of the shares of said corporation entitling them to vote on the proposal to amend the articles of incorporation thereof, as contained in the following resolution, was duly called and held on the 26th day of November, 1974, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise all of the voting power of the corporation on such proposal, the following resolution was adopted to amend the articles:

RESOLVED, that the name of this corporation shall be changed from General Tire Athletic Products Company to General Tire Plastics International Company.

        IN WITNESS WHEREOF, said Mr. T. E. Pittenger, President, and J. J. Dalton, Secretary, of General Tire Athletic Products Company, acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 26th day of November, 1974.

By:	/s/  T. E. PITTENGER T. E. Pittenger, Vice President
By:	/s/  J. J. DALTON J. J. Dalton, Secretary

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CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS
TO THE ARTICLES OF INCORPORATION OF
GENERAL TIRE PLASTICS INTERNATIONAL COMPANY

        D. L. Harbert, who is Vice President and J. A. Bonsky, who is Assistant Secretary of the above named Ohio corporation for profit with its principal location at One General Street, Akron, Ohio, do hereby certify that in a writing signed by all the shareholders who would be entitled to a notice of a meeting held for that purpose, the following resolution was adopted to amend the Articles:

RESOLVED, That the Articles of Incorporation of General Tire Plastics International Company be amended by amending Article First to read as follows:

Article First: The name of said corporation shall be DiversiTech General International Co.

        IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have subscribed their names this 28^th day of June 1984.

/s/  D. L. HARBERT D. L. Harbert, Vice President

/s/  J. A. BONSKY J. A. Bonsky, Secretary

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CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
DIVERSITECH GENERAL INTERNATIONAL CO.

        C. R. Ennis, Vice President, and E. R. Dye, Secretary, of DiversiTech General International Co., an Ohio corporation, with its principal office located at Fairlawn, Ohio, do hereby certify that in a writing signed by all of the holders of shares of said corporation entitled to vote on proposals to amend the Articles of Incorporation, the following resolution was adopted, effective as of March 27, 1991, to amend the Articles of Incorporation of said corporation:

        WHEREAS, the Board of Directors of the Corporation have declared it advisable and recommended to the sole shareholder of the Corporation that Articles 1 and 2 of the Articles of Incorporation of the Corporation be amended for the purpose of changing the name and the principal place of business of the Corporation.

        NOW, THEREFORE, BE IT RESOLVE, that Articles 1 and 2 of the Articles of Incorporation of the Corporation, as heretofore amended, be further amended to read as follows:

        "1. The name of the corporation shall be GenCorp International, Inc.

        2. The place in the State of Ohio where its principal office is to be located is the City of Fairlawn, Summit County."

        IN WITNESS WHEREOF, said C. R. Ennis, Vice President, and E. R. Dye, Secretary, of DiversiTech General International Co., acting for and on behalf of said corporation, have hereunto subscribed their names this 27^th day of March, 1991.

DIVERSITECH GENERAL INTERNATIONAL CO.
By:	/s/  C. R. ENNIS C. R. Ennis, Vice President
By:	/s/  E. R. DYE E. R. Dye, Secretary

5

CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
GENCORP INTERNATIONAL INC.

        C. R. Ennis, Vice President, and E. R. Dye, Secretary of GenCorp International Inc., an Ohio corporation with its principal office located at Fairlawn, Ohio, hereby certify that, pursuant to the written consent of the sole shareholder of said corporation entitled to vote on proposals to amend the Articles of Incorporation thereof, the following amendments were adopted:

        RESOLVED that Article I of the Articles of Incorporation of the Corporation be, and it hereby is, amended to read as follows:

        "I. The name of the Corporation shall be Penn International Inc."

        IN WITNESS WHEREOF, C. R. Ennis, a Vice President, and E. R. Dye, Secretary of GenCorp International Inc., acting for and on behalf of said corporation, hereunto have subscribed their names and caused the seal of said corporation to be hereunto affixed this 10^th day of November, 1995.

By:	/s/  C. R. ENNIS C. R. Ennis, Vice President
By:	/s/  E. R. DYE E. R. Dye, Secretary

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Exhibit 3.17

EX-3.18

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Exhibit 3.18

CODE OF REGULATIONS
OF
GENERAL TIRE & RETREAD SERVICE, INC.

Revised as of January 2, 2002

ARTICLE 1—STOCK

Section 1.    Certificates of Stock shall be issued in numerical order from the Stock Certificate Book, be signed by the President or Vice President and Secretary or Assistant Secretary and sealed by the Secretary or Assistant Secretary with the corporate seal. A record of each certificate issued shall be kept on the stub thereof.

Section 2.    Transfer of stock shall be made only upon the books of the Company, and before a new certificate is issued the old certificate must be surrendered for cancellation.

Section 3.    The holders of any stock of the corporation shall immediately notify the corporation of any loss, destruction or mutilation of the certificate therefor, and the corporation may issue a new certificate of stock to him, upon the surrender of the mutilated certificate, or in the case of loss or destruction, in the place of the certificate theretofore issued by it, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the corporation a bond in such sum and with such surety or sureties as it may direct, to indemnify the corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

ARTICLE 2—STOCKHOLDERS

Section 1.    Deleted.

Section 2.    Special Meeting of the Stockholders may be called at the principal office of the company, (or at such place within or outside the State of Ohio as may be designated in the notice calling such meeting,) at any time, by resolution of the Board of Directors or by the President, or upon written request of any Director or of Stockholders owning one-third of the outstanding stock.

Section 3.    Notice of Meetings for every regular or special meeting of the stockholders shall be telegraphed or mailed to the last known post-office address of each stockholder not less than seven (7) days before any such meeting; and if for a special meeting such notice shall state the object or objects thereof. Notice of any meeting may be waived in writing either before or after such meeting.

Section 4.    A quorum at any such meeting of the Stockholders shall consist of a majority of the voting stock of the company represented in person or by proxy. A majority of such quorum shall decide any question that may come before the meeting.

Section 5.    The election of Directors shall be held at the annual meeting of the stockholders.

Section 6.    The order of business at the annual meeting, and as far as possible at all other meetings of stockholders, shall be:

1.

Calling of roll

2.

Proof of due notice of meeting.

3.

Reading and disposal of unapproved minutes

4.

Annual reports of officers and committees

5.

Election of Directors

6.

Unfinished business

7.

New business

8.

Adjournment

Section 7.    Any action which may be taken at any meeting of shareholders may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to notice of a meeting for such purpose.

Section 8.    At any meeting of shareholders, each shareholder of the corporation shall, except as otherwise provided by law or by the Articles of Incorporation or by these By-Laws, be entitled to one vote in person or by proxy in writing, signed by such share-holder which need not be sealed, witnessed or acknowledged, for each share of the corporation registered in his name on the books of the corporation at the time of such meeting.

ARTICLE 3—DIRECTORS

Section 1.    The business and property of the company shall be managed by a Board of Directors of not less than three nor more than five who shall be elected, annually, by the stockholders for a term of one year and shall serve without compensation until the election of and acceptance by their duly qualified successors. Any director or directors, however, may be removed from office at any time by a majority vote of the stockholders. Any vacancies may be filled by a majority of the remaining members of the Board for the unexpired term. Directors need not be stockholders.

Section 2.    Meetings of the Board of Directors may be called by any Director and notices of such meetings either regular or special shall be given by service upon each Director in person or by mail to him or by telephone or telegram at the last mailing address at least one day before the date therein designated, signed by the President, Vice President, Secretary or Asst. Secretary or any Director specifying the time and place of such meeting. Notice of any meeting may be waived in writing either before or after such meeting.

Section 3.    A quorum at any meeting shall consist of a majority of the entire membership of the Board. A majority of such quorum shall decide any question that may come before the meeting.

        At any meeting at which a majority of the Board of Directors shall be present, though held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

        The meeting of the Directors of this corporation may be held either at the principal office of the corporation or any other place designated in the notice calling for such meeting.

Section 4.    The order of business at any regular meeting of the Board of Directors shall be:

1.

Reading and disposal of any unapproved minutes.

2.

Reports of officers and committees.

3.

Unfinished business.

4.

New business

5.

Adjournment

ARTICLE 4—OFFICERS

Section 1.    The officers of this corporation shall be President, one or more Vice Presidents, as the Directors shall determine from time to time, Treasurer, Secretary and such Assistant Treasurers and Assistant Secretaries as the Directors shall determine from time to time. The same person may hold any two offices except those of President and Vice President, or President and Secretary.

Section 2.    Such officers of the corporation shall be chosen annually by the Board of Directors immediately after the election of each new board, and shall hold office until their successors are duly chosen and qualify. Any officer may be removed at any time by a majority vote of the full Board of Directors.

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Section 3.    The President shall preside at all meetings of shareholders and directors. He shall exercise, subject to the control of the Board of Directors and the shareholders of the corporation, a general supervision over the affairs of the corporation, and shall perform generally all duties incident to the office and such other duties as may be assigned to him from time to time by the Board of Directors.

Section 4.    The Vice President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability of the latter, unless or until the directors shall other wise determine. He shall have such other powers and perform such other duties as shall be prescribed by the Directors.

Section 5.    The Secretary shall:

        (a)   Keep the minutes of the meetings of the Board of Directors and of the stockholders in appropriate books.

        (b)   Give and serve all notices of the corporation.

        (c)   Be custodian of the records and of the seal and affix the latter when required.

        (d)   Keep the stock and transfer books of the corporation in such a manner as to show at any time the amount of capital stock; the manner and the time the same are paid in; the names of the owners thereof, alphabetically arranged, and their respective places of residence and their post office addresses; the number of shares owned by each, and the time at which each person became such owner; and keep such stock and transfer books open daily during the usual hours of business at the office of the corporation, subject to the inspection of any stockholder or judgment creditor of the corporation, and permit such stockholder or judgment creditor of the corporation to make extracts from said books to the extent and as prescribed by law.

        (e)   Lay before the Board of Directors at their stated meetings all communications addressed to him officially by the President or any officer or stockholder of the corporation.

        (f)    Attend to all correspondence and perform all the duties incident to the office of the Secretary.

        (g)   Countersign all certificates of stock of the corporation.

Section 6.    The Treasurer shall:

        (a)   Have the care and custody of and be responsible for all the funds and securities of the corporation, and deposit all such funds in the name of the corporation in such bank as the directors may designate.

        (b)   Generally perform all the duties appertaining to the office of the Treasurer.

Section 7.    In the ease of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.

Section 8.    Vacancies in any office arising from any cause may be filled by the directors at any regular or special meeting.

Section 9.    The Board of Directors may appoint such other offices and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 10.    The salaries of all offices and agents of the corporation shall be fixed by the Board of Directors.

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Section 11.    The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors.

Section 12.    The Board of Directors may, by resolution, require any and all of the officers to give bonds to the corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE 5—DIVIDENDS AND FINANCE

Section 1.    Dividends shall be declared only from the surplus of the Corporation at such time as the Board of Directors shall direct, and no dividends shall be declared that will impair the capital of the company.

Section 2.    The moneys of the company shall be deposited in the name of the company, in such bank or trust company as the Board of Directors shall designate, and shall be drawn out only by check signed and countersigned by such officers as duly authorized by action of the Board of Directors.

ARTICLE 6—CORPORATE SEAL

Section 1.    The seal of the corporation shall be such as shall be adopted by the Board of Directors from time to time.

ARTICLE 7—AMENDMENTS

Section 1.    These By-Laws may be amended, repealed or altered, in whole or in part, by a majority vote of the entire outstanding stock of the company at any regular or special meeting of the stockholders, provided the proposed amendment is inserted in the notice of such meeting.

Section 2.    The Board of Directors may adopt additional By-Laws in harmony herewith but shall not alter nor repeal any By-Laws adopted by the stockholders of the Company.

ARTICLE 8—FISCAL YEAR

Section 1.    The fiscal year of the corporation shall end on the 30th day of November of each year, or at such other time as shall be fixed by The Board of Directors from time to time.

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Exhibit 3.18

CODE OF REGULATIONS OF GENERAL TIRE & RETREAD SERVICE, INC. Revised as of January 2, 2002 ARTICLE 1—STOCK
ARTICLE 2—STOCKHOLDERS
ARTICLE 3—DIRECTORS
ARTICLE 4—OFFICERS
ARTICLE 5—DIVIDENDS AND FINANCE
ARTICLE 6—CORPORATE SEAL
ARTICLE 7—AMENDMENTS
ARTICLE 8—FISCAL YEAR

EX-3.19

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Exhibit 3.19

RESTATED CERTIFICATE OF INCORPORATION

OF

RKO GENERAL, INC.

        It is hereby certified that:

        1. (a) The present name of the corporation (hereinafter called the "Corporation") is RKO General, Inc.

        (b) The name under which the Corporation was originally incorporated was R-C Pictures Corporation, and the date of filing the original certificate of incorporation of the Corporation with the Secretary of State of the State of Delaware was June 7, 1921.

        2. The provisions of the certificate of Incorporation of the Corporation as heretofore amended and/or supplemented are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Restated Certificate of Incorporation of RKO General, Inc., without further amendment and without any discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of said single instrument hereinafter set forth.

        3. The Board of Directors of the Corporation has duly adopted this Restated Certificate of Incorporation pursuant to the provisions of Section 245 of the General Corporation Law of the State of Delaware in the form set forth as follows:

RESTATED

CERTIFICATE OF INCORPORATION

OF

RKO GENERAL, INC.

(As amended to April 30, 1970)

CERTIFICATE OF INCORPORATION

OF

RKO GENERAL, INC.

        FIRST: The name of the Corporation is:

RKO GENERAL, INC.

        SECOND: The respective names of the county and of the city within the county in which the principal office and place of business of the Corporation is to be located in the State of Delaware are the County of Kent and the City of Dover. The name of the resident agent of the Corporation in charge thereof upon whom legal process against the Corporation may be served is Prentice-Hall, Inc. The street and number of said principal office and place of business and the address by street and number of said resident agent is 229 South State Street in said City of Dover.

        THIRD: The nature of the business or the objects or purposes proposed to be transacted, promoted or carried on by the Corporation are as follows:

        1. To manufacture, produce, buy, hire or otherwise acquire, use, sell, lease, export, import, distribute, license others to use or otherwise turn to account or dispose of or deal in and with, for all purposes, all kinds of still and motion pictures, picture records and films, and all kinds of records or films or other apparatus upon which voices, music, or other sounds of any kind are recorded, and all kinds of coordinated sound and picture records or films, from which the recorded sound and pictures can be reproduced in coordination, synchronization or time relation with each other.

        2. To manufacture, produce, hire or otherwise acquire, use, sell, lease, license others to use, or otherwise turn to account or dispose of, apparatus and goods of all kinds useful in making films or other records of any and all kinds of sound or silent pictures, whether still or moving, including films and records of light images, shadows and reflections, and of all other visible manifestations of the aspect or shape of persons and things; apparatus and goods of all kinds useful in reproducing sound or silent pictures, whether still or moving, from such films or records, whether the record of such sound and pictures or the reproductions of such sound and pictures from such films or records shall be independent from each other or shall be coordinated or synchronized or timed in relation to each other; records and films of all kinds of sound and pictures, whether still or moving, talking machines, phonographs, or any combination or combinations thereof, electric or mechanical, talking machine or phonograph records, sensitized films, cameras and projecting apparatus, and also any and all parts, apparatus, equipment, supplies, materials, chemicals, implements, devices and things incidental to or useful in connection with any of the foregoing.

        3. To produce or procure the production of scenes, acts, plays, concerts, exhibitions, theatrical performances, speeches and the like, for any purpose, and/or to take or produce any kind of still or motion pictures, or sound records, or both, thereof, and, in connection therewith, to manufacture, purchase or otherwise acquire and to dispose of scenery, costumes and other theatrical properties and accessories.

        4. To purchase, manufacture, or otherwise acquire, and to sell, lease and otherwise dispose of, bill boards, lithographs, paper and any and all other materials and devices useful in connection with advertising, publicity, exploitation, and distribution of motion picture photoplays.

        5. To broadcast, televise, disseminate, distribute, transmit, retransmit, receive, or collect, by means of electricity, magnetism or electro-magnetic waves, variations or impulses, whether conveyed by wires or radiated through space, or otherwise, telecasts, plays, dramatic works, operas, concerts, musical compositions, music and musical works, news, sports, entertainments, speeches, sermons, instructions, photographs, picture scenes, advertising, education as and informative

matter, or any of them, or any combination of any of them; and to provide and furnish for the use of others, facilities for any of said purposes.

        6. To engage in the business of broadcasting by means of radio and/or all other means of wireless communications; to own, lease or otherwise acquire, and to manage, operate and control a radio station or stations; upon its own behalf and/or upon the behalf of others, to arrange, present, produce and to broadcast through its own radio station and/or through other radio stations and/or by or through or as a part of a chain of radio stations, scenes, acts, plays, concerts, performances and programs of any kind or nature whether for entertainment, amusement, education or otherwise, and to make any and all contracts and/or arrangements; and to provide all facilities necessary, useful or advantageous in the operation of a radio station or stations.

        7. To engage in the business of telecasting; to own, lease or otherwise acquire, and to manage, operate and control a television station or stations; upon its own behalf and/or upon the behalf of others to arrange, present, produce and to telecast through its own television station and/or through other television stations and/or by or through or as a part of a chain of television stations and/or by or through or as a part of a chain of television stations, scenes, acts, plays, concerts, performances and programs of any kind or nature whether for entertainment, amusement, education or otherwise; and to make any and all contracts and/or arrangements, and to provide all facilities necessary, useful or advantageous in the operation of a television station or stations.

        8. To act as a radio, television, wireless or electrical engineer, contractor and/or manufacturer; to manufacture, design, lay out, develop, improve, contsruct, purchase, sell, lease, install, own, operate, repair, maintain and otherwise deal in and deal with any and all of the following: radio broadcasting and/or receiving apparatus, television transmitting and/or receiving apparatus; broadcasting and telecasting stations; sound producing and/or reproducing apparatus, transmitting and receiving apparatus of all kinds for the transmission and/or reception of signals, sound, intelligence, information, entertainment, music, pictures, images, light, heat, power and/or energy, whether by radio, television, wireless, wired wireless, wire, telephone, telegraph or by any other method or combination of methods now known or hereafter discovered; electrical equipment of whatever nature or description; and equipment, sets, accessories, parts, and instruments of all kinds and descriptions, and any and all things used or capable of being used in connection with radio transmission, broadcasting, telecasting, reception and communication of any kind or description.

        9. To generate, produce, control, furnish, sell or otherwise utilize in any manner whatsoever, and for any and every purpose, electricity, magnetism and electric, electro-magnetic, radio, and every other kind of waves, power, energy or force, variations and impulses; to design, lay out, construct, install, equip and/or operate stations and plants for transmitting, broadcasting, receiving and/or utilizing electro-magnetic waves, and to construct and install all electric generating and power stations, dynamos, and other equipment necessary or desirable therefor; to create, install and operate systems or circuits of communication which may be intrastate, interstate or international; to engage in research and experimental work in and to improve, develop, prosecute and perfect the art and business of electric or radio communication by wire or wireless telegraph or telephone or any combination thereof and the art and business of recording and reproducing, independently and in coordination, sound and pictures, whether still or moving.

        10. To buy, sell, lease, license, hire, export, import, trade in and deal with amplifiers, transmitters, receivers, tubes, batteries, wire, coils, and all other radio and wireless equipment and appurtenances, and electrical commercial appliances of whatever nature and description.

        11. To experiment with, develop, manufacture, sell, buy and generally deal with and in apparatus used with, or which may be used in any way directly or indirectly in connection with the transmission and/or reception of television, radio telephoto and communication of every kind or

2

nature, by wire or by wireless methods, or by any other means or method either known or which may hereafter be discovered.

        12. To engage by contract or otherwise directors, producers, actors, artists, authors, singers, speakers, lecturers, musicians, performers, specialty performers, cameramen, technicians, laborers and any other kind of talent and employees and assistants as may be necessary, useful or advantageous in the conduct of the business of this corporation; and to acquire and dispose of scenarios, plays, stories, poems, songs, musical pieces and the like, and the rights to the use thereof.

        13. To own, lease, or otherwise acquire and to manage, operate, and control theatres and other places of amusement and entertainment; to carry on a general theatrical and amusement business and every branch thereof or every business connected therewith; and to carry on any other business of a similar or related nature or capable of being conveniently carried on in connection with the foregoing or calculated directly or indirectly to enhance the value of the property rights of the Corporation.

        14. To exhibit, play, display and reproduce in any manner whatsoever and for all purposes, still and motion pictures, sound films and records, coordinated sound and picture films and records, telecasts, plays, dramatic works, operas, concerts, musical compositions, music and musical works, news, sports, entertainments, speeches, sermons, instructions, photographs, picture scenes, advertising, educational and informative matter and any other matters or things whatsoever, and to license others to do the same.

        15. To purchase, hold, or lease or otherwise acquire and to manage, operate, control, sell, lease, and license food, candy, confections, popcorn, soft drinks, liquors and alcoholic beverages, tobacco, canteens, refreshment stands, news stands, tobacco stands, vending machines, hotels, restaurants, cafes, taverns, catering establishments, novelty shops, tourist, travel and ticket agencies, retail shops, barber shops, hairdressing and manicuring parlors, garages, bathing houses, swimming pools, beaches and pavillons, amusement, entertainment and recreational centers and establishments, and to carry on a general concession or refreshment business.

        16. To carry on the business of furnishing amusement to the public; and to own, operate, lease, buy, sell and generally deal in and with amusement devices of every kind and nature for the entertainment and amusement of the public.

        17. To own and conduct theatrical or film booking agencies and to act as a commission or general or special agent for corporations, firms, or individuals engaged in any business herein set forth.

        18. To carry on the business of architects in all its branches, and the preparation of plans, designs and specifications of buildings, machinery, equipment and devices of any kind or nature, and the undertaking and performance of contracts for the construction and erection of the same.

        19. To act as financial, commercial or general agent, factor or representative, of individuals, partnerships, trustees, associations, joint stock companies, corporations or syndicates, and as such to develop and extend their business and to aid in any of their lawful enterprises, insofar as a corporation organized under the laws of the State of Delaware may lawfully do so; and to the same extent, to manufacture, buy or otherwise acquire, sell, or otherwise dispose of, import, export, distribute and deal in, either as principal or agent, goods, wares and merchandise of every kind and description.

        20. To acquire, organize, assemble, develop, build up and operate constructing, producing, servicing, supplying, operating, and other organizations and systems and to hire, sell, lease, exchange, turn over, deliver and dispose of such organizations, in whole or in part, and as going

3

organizations and systems and otherwise, and to enter into and perform contracts, agreements and undertakings of any kind in connection with any or all of the foregoing purposes.

        21. To engage in any mercantile, manufacturing or trading business of any kind or character whatsoever, within or without the State of Delaware and to do all things incidental to any such business; to cause to be formed, merged or reorganized or liquidated, and to promote, take charge of and aid in any way permitted by law the formation, merger, reorganization or liquidation of, any corporation, association or entity in the United States or abroad.

        22. To construct, build, or alter, purchase or otherwise acquire, hire, lease as lessee, hold, own, use, improve, develop, sell or otherwise dispose of, lease as lessor and otherwise deal in, mortgage, pledge and otherwise encumber, studios, laboratories, theatres, dance halls, and other places of amusement, refreshment, entertainment and the like.

        23. To buy, sell, hold, transfer, convey, improve, lease, rent, exchange, mortgage, encumber, hypothecate, obtain loans on, manage, develop, improve, subdivide, partition, divide, distribute, collect the rents and income from, and generally dispose of and deal in and with real and personal property improved and unimproved, chattels real, leaseholds and estate, interests, rights, privileges and equities therein.

        24. To make, enter into and carry out any arrangements with any domestic or foreign government, municipal or public authority, or with any corporation, association, partnership, entity, or person, domestic or foreign, to obtain therefrom or to acquire by purchase, lease, assignment or otherwise, any powers, rights, privileges, immunities, guaranties, rents and concessions, and to hold, own, exercise, exploit, dispose of and realize upon same.

        25. To enter into arrangements for sharing profits, union of interest, reciprocal concessions, or co-operations with any person, corporation, association, partnership, business trust, syndicate, government or any political subdivision thereof, in carrying on any business or enterprise.

        26. To enter into, make, perform and carry out contracts of every sort and kind which may be necessary or convenient for the business of the Corporation with any person, firm, association, or corporation, or any state, territory or municipality of the United States or any foreign government, colony, or body politic.

        27. To acquire by purchase, subscription, contract or otherwise, and to hold for investment or otherwise, sell, exchange, mortgage, pledge or otherwise dispose of, or turn to account or realize upon, and generally to deal in and with, any and all kinds of securities issued or created in and all parts of the world by corporations, associations, partnerships, firms, trustees, syndicates, individuals, governments, states, municipalities or other political or governmental divisions or subdivisions, or any thereof, or by any combinations, organizations or entities whatsoever, irrespective of their form or the name by which they may be described, and to issue in exchange therefor or in payment therefor its own securities of any kind, or to make payment therefor by any other lawful means of payment whatsoever; and, while the owner or holder of such securities, to exercise any and all rights, powers, and privileges of individual ownership or interest in respect of any and all such securities, including the right to vote thereon and to consent and otherwise act with respect thereto. The term "securities" shall for the purposes of this Article, without limitation of the generality thereof, be deemed to include any stocks, shares, bonds, debentures, notes, mortgages or other obligations, and any certificates, receipts or other instruments representing rights to receive, purchase or subscribe to the same, or representing any other rights or interests therein or in any property or assets.

        28. To acquire by purchase, exchange or otherwise, all, or any part of, or any interest in, the properties, assets, business and good will of any one or more persons, firms, associations, corporations or syndicates, engaged in any business for which a corporation may now or hereafter

4

be organized under the laws of the State of Delaware, to pay for the same in cash, property or its own or other securities or to assume in connection with any such acquisition any liabilities of any such persons, firms, associations or syndicates; to hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole or any part thereof.

        29. To purchase or otherwise acquire shares of its own stock and options to purchase shares of its own stock and its bonds, debentures, notes, scrip or other securities or evidences of indebtedness, and to cancel or to hold, transfer or reissue the same.

        30. To buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor; provided that nothing herein contained shall be deemed to authorize the corporation to engage in the business of banking.

        31. To acquire, buy, hold, own, sell, exchange, apply for, control, dispose of, deal in, use, discover, improve, work upon and grant licenses to use patents, patent rights, copyrights, dramatic literature, artistic productions, inventions, improvements, processes, trademarks and trade names.

        32. To aid by loan, guaranty, subsidy or in any manner any individual, or any firm, corporation, association or trust estate, domestic or foreign, any shares of stock in which, or any bonds, debentures, notes, securities, evidences of indebtedness, contracts or obligations of or the performance of which, are held by or for the Corporation, directly or indirectly, or in which, or in the welfare of which, the Corporation shall have any interest, and to do any acts designed to protect, preserve, improve, or enhance the value of any property at any time held or controlled by the Corporation or in which it may be at any time interested, directly or indirectly or through other corporations or otherwise; and to organize or promote or facilitate the organization of subsidiary companies.

        33. To promote, aid and assist, financially or otherwise, corporations, co-partnerships, joint stock companies, stock companies, syndicates, trustees, associations and individuals, to the extent legally permissible to a corporation organized under the laws of the State of Delaware; and to a like extent to endorse or underwrite the shares, bonds, debentures, notes, securities, or other obligations or undertakings of any corporation, co-partnership, joint stock company, association, syndicate, trustee or individual, and to guarantee the payment of any dividends on shares, or the principal or interest upon bonds, notes, debentures, or other obligations of any contracts by, any corporation, co-partnership, joint stock company, association, syndicate, trustee or individual.

        34. To join and become a party to, and to participate in, any plan or agreement for the reorganization of, or the readjustment of the capital structure of, or for the composition of the creditors of, any other corporation, shares of which, or voting trust certificates for the shares of which, or bonds or other securities or evidences of indebtedness or obligations created by which, the Corporation may own, hold or be possessed of, or entitled to a beneficial interest in, and to possess, exercise and enjoy any and all rights, powers and privileges, for any purpose under the terms of such plan or agreement, to the same extent that an individual would be entitled to do.

        35. To borrow money, to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or for any other lawful object; to mortgage or pledge all or any part of the properties, rights, interests and franchises, including any or all shares of stock, bonds, debentures, notes, scrip or other obligations or evidences of indebtedness at any time owned by it.

        36. To sell, assign, transfer, convey, mortgage, pledge and otherwise dispose of all the property and the entire business of the Corporation at any time, including its entire good will and all its assets, privileges, franchises and rights of whatever sort, either for cash or upon credit, or in

5

consideration of the transfer to the Corporation of the stocks, bonds or other obligations of any other corporations, and under such terms and conditions as the board of directors of the Corporation may deem expedient and for the best interests of the Corporation when and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding.

        37. To do any or all things herein set forth to the same extent as natural persons might or could do, as principal, agent, contractor, or otherwise, and either alone or in conjunction with any other persons, firms, associations, trust estates or corporations.

        38. To conduct its business in the State of Delaware, other states, the District of Columbia, the territories and colonies of the United States and in foreign countries, and to have one or more offices without as well as within the State of Delaware and to hold, purchase, mortgage, and convey, and otherwise dispose of, real or personal property without as well as within the State of Delaware.

        39. To do all and everything necessary and proper for the accomplishment of the objects herein enumerated or necessary or incidental to the protection and benefit of the Corporation, and in general to carry on any lawful business necessary or incidental to the attainment of the purposes of the Corporation, whether such business is similar in nature to the objects and powers hereinabove set forth, or otherwise; but nothing herein contained is to be construed as giving the Corporation the power of issuing bills, notes, or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money, or the business of buying gold or silver bullion or foreign coins, or the business of constructing, maintaining, and operating public utilities within the State of Delaware.

        FOURTH: The total number of shares of capital stock that may be issued by the Corporation is ten thousand (10,000) shares of common stock without par value. Each share of common stock issued without par value shall rank equally with all other such shares of common stock, without regard to the time at which, the consideration for which and the circumstances under which the same or the share or shares changed into the name, may be or were issued, and all such shares of common stock, or certificates therefor, whether issued in exchange for shares of stock of any other class, or certificates therefor, heretofore issued, or otherwise, shall for all purposes be and be deemed to be fully-paid and non-accessible.

        Such of the said shares as are not now outstanding may be issued by the Corporation from time to time for such consideration and upon such terms as may be fixed from time to time by the board of directors.

        If it seems desirable so to do, the board of directors may from time to time issue scrip for fractional shares of stock. Such scrip shall not confer upon the holder any voting, or other rights of a stockholder of the Corporation, but the Corporation shall from time to time, within such time as the board of directors may determine, issue one whole share of stock upon the surrender of scrip for fractional shares aggregating one whole share properly endorsed if in registered form.

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        At each meeting of the stockholders, each stockholder entitled to vote may vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney, and shall have one vote for each share of stock entitled to vote and registered in his name and on the date of the closing of the transfer books for such meeting, or on the date fixed by the board of directors as a record dat for the determination of stockholders entitled to vote, or, if the transfer books shall not have been closed or a record data fixed, each such stockholder shall have one vote for each share of such stock registered in his name at the time of such meeting, except that at all elections of directors of the Corporation each such stockholder shall be entitled to as many votes as shall equal the number of such shares of stock registered in his name on such date multiplied by the number of directors to be elected, and may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two (2) or more of them, as such stockholder may see fit. Except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a record date for the determination of stockholders entitled to vote, no share of stock shall be voted on at any election of directors which has been transferred on the books of the Corporation within twenty (20) days next preceding such election.

        No holder of stock of the Corporation shall be entitled, as a matter of right to purchase or subscribe for any part of the unissued stock of the Corporation or any stock of the Corporation to be issued by reason of any increase of the authorized capital stock of the Corporation or bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, or any stock of the Corporation purchased by the Corporation or by its nominee or nominees and all such stock, bonds, certificates of indebtedness, debentures or other securities may be disposed of by the board of directors of the Corporation to such person or persons, for such consideration, in such manner and on such terms and conditions as in their absolute judgment and discretion they see fit.

        FIFTH: The names and places of residence of the original subscribers to the capital stock and the number of shares subscribed for by each are as follows:

Name	P.O. Address	No. Shares of Preferred Stock
T.L. Croteau	Wilmington, Delaware	8
M.A. Bruce	Wilmington, Delaware	1
S.E. Dill	Wilmington, Delaware	1

        SIXTH: The Corporation is to have perpetual existence.

        SEVENTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

        EIGHTH: The number of directors of the Corporation shall be fixed from time to time by the by-laws, and may be increased, or decreased, as may be provided in the by-laws. The directors of the Corporation need not be stockholders.

        NINTH: In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

        To make and alter the by-laws of the Corporation, to fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

        From time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation (other than the stock ledger), or any of them, shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of the Corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors.

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        Pursuant to the affirmative voting of at least a majority of the stock issued and outstanding, having voting power, given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of at least a majority of the holders of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the Corporation.

        The Corporation may in its by-laws confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statute.

        The stockholders and directors shall have power, if the by-laws so provide, to hold their meetings and to have one or more offices within or without the State of Delaware. The books of the Corporation, except as otherwise provided by law, may be kept at any office or offices of the Corporation, whether within or without the State of Delaware.

        TENTH: In case the Corporation enters into any contract or transacts any business with one or more of its directors or with any corporation or association of which one or more of its directors are stockholders, directors, officers or trustees, such contract or transaction shall not be invalidated, void or voidable by reason of the fact that such director or directors have or may have an interest therein which is or might be adverse to the interests of the Corporation, even though the presence of such director or directors shall be necessary at the meeting of the board or committee at which such action is considered or acted upon to make a quorum,

        1. if the fact of such participation shall be disclosed or known to the board of directors or committee and noted in the minutes, and the board or committee shall authorize, approve or rectify such contract or transaction in good faith by a vote sufficient for such purpose, without counting the vote or votes of such director or directors; or

        2. if the fact of such participation shall be disclosed or known to the shareholders and they approve or ratify such contract or transaction in good faith by a majority vote of holders of shares entitled to vote; or

        3. if the contract or transaction be, as to the Corporation, just and reasonable, at the time it was authorized and approved.

        ELEVENTH: The Corporation shall indemnify to the full extent permitted by law any person (and his heirs, legatees, executors and administrators) made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer or employee of the Corporation or serves or served any other enterprise at the request of the Corporation.

        TWELFTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title B of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if

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sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

        THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

        It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise expressed in said paragraph, be nowise limited or restricted by reference to or in inference from the term of any other clause or paragraph in this certificate of incorporation, but that the objects, purposes, and powers specified in the third paragraph and each of the clauses or paragraphs of this certificate of incorporation shall be regarded as independent objects, purposes and powers.

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        WE, THE UNDERSIGNED, being each of the original subscribers to the capital stock hereinbefore named for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the General Corporation Law of the State of Delaware, being Chapter 65 of the Revised Code of Delaware, and the acts amendatory thereof and supplemental thereto, do make and file this certificate, hereby declaring and certifying that the facts herein stated are true, and do respectively agree to take the number of shares of stock hereinbefore set forth, and accordingly have hereunto set our hands and seals this 6^th day of June, A.D. 1921.

        In presence of

HERBERT E. LATTER
	T.L. CROTEAU (Seal)
	M.A. BRUCE (Seal)
	S.E. DILL (Seal)

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State of Delaware	)
	)	ss.:
County of New Castle	)

        Be it remembered that on this 8^th day of June, A.D. 1921, personally came before me, Herbert E. Latter, a Notary Public for the State of Delaware, T.L. Croteau, M.A. Bruce and E.E. Dill, parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth.

        Given under my hand and seal of office the day and year aforesaid.

	Herbert E. Latter, Notary Public
Herbert E. Latter Notary Public Appointed Feb. 25, 1921 State of Delaware Term Two Years

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        Signed and attested to on March 6, 1980.

RKO GENERAL, INC.

/s/  [ILLEGIBLE] Vice President

Attest:

/s/  [ILLEGIBLE] Assistant Secretary

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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
RKO GENERAL, INC.

        It is hereby certified that:

1.

The name of the corporation (hereinafter called the "corporation") is RKO General, Inc. The corporation was organized under the General Corporation Law of the State of Delaware on June 7, 1921.



2.

The certificate of incorporation of the corporation is hereby amended by striking out Article SECOND thereof and by substituting in lieu of said Article the following new Article:

"SECOND: The respective names of county and of the city within the county in which the principal office and place of business of the Corporation is to be located in the State of Delaware are the County of New Castle and the City of Wilmington. The name of the registered agent of the Corporation in charge thereof upon whom legal process against the Corporation may be served is The Corporation Trust Company. The street and number of said registered office and place of business and the address by street and number of said registered agent is Corporation Trust Center, 1209 Orange Street, in said City of Wilmington."

3.

The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.



4.

The effective date of the amendment herein certified shall be November 1, 1989.

        Signed and attested to on October 31, 1989.

	/s/  HENRY P. SABATELL Henry P. Sabatell, Vice President
Attest:
/s/  OLIVER J. JANNEY Oliver J. Janney, Secretary

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Exhibit 3.19

RESTATED CERTIFICATE OF INCORPORATION OF RKO GENERAL, INC.
CERTIFICATE OF INCORPORATION OF RKO GENERAL, INC.

EX-3.20

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Exhibit 3.20

RKO GENERAL, INC.
BY-LAWS

(As Amended through April 2, 2002)

ARTICLE I

OFFICES

        Section 1.    Principal Office.    The principal office of RKO General, Inc. (hereinafter called the "Corporation") in the State of Delaware shall be in the City of Wilmington, County of New Castle.

        Section 2.    Other Offices.    The Corporation may also have an office or offices at such other place or places either within or without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

        Section 1.    Place of Meeting.    All meetings of the stockholders of the Corporation for the election of directors shall be held at the office of the Corporation in the State of Delaware, or at such other place, within or without the State of Delaware, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed by the respective notices or waivers of notice thereof. A notice of any change of such place of meeting shall be given to each stockholder entitled to vote at least twenty days before the election is held in person or by letter mailed to him at his post office address last known to the Secretary of the Corporation. All other meetings of the stockholders shall be held at such place, within or without the State of Delaware, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.

        Section 2.    Annual Meetings.    The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may come before the meeting shall be held at such time and date as may be designated by the Board of Directors from time to time. If the election of directors shall not be held at the annual meeting or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting as soon thereafter as conveniently may be. At such special meeting the stockholders may elect the directors and transact other business with the same force and effect as at an annual meeting duly called and held.

        Section 3.    Special Meetings.    A special meeting of the stockholders for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time by the Chairman of the Board, by the President or by order of the Board of Directors.

        Section 4.    Notice of Meetings.    Except as otherwise provided by statute, notice of each meeting of the stockholders, whether annual or special, shall be given at least ten days before the day on which the meeting is to be held to each stockholder of record entitled to vote at such meeting by delivering a written or printed notice thereof to him personally, or by mailing such notice in a postage prepaid envelope addressed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose, or, if he shall not have furnished to the Secretary of the Corporation his address for such purpose, then at his post office address last known to the Secretary of the Corporation, or by transmitting a notice thereof to him at such address by telegraph, cable, radio or wireless. Except where expressly required by law, no publication of any notice of a meeting of stockholders shall be required. Every such notice shall state the time and place of the meeting but need not state the purpose thereof except as otherwise in these by-laws expressly provided. Notice of any

meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy; and if any stockholder shall, in person or by attorney thereunto authorized, in writing or by telegraph, cable, radio or wireless waive notice of any meeting whether before or after such meeting be held, notice thereof need not be given to him. Notice of any adjourned meeting of the stockholders shall not be required to be given, except when expressly required by law.

        Section 5.    List of Stockholders.    It shall be the duty of the Secretary or other officer who shall have charge of the stock ledger, to prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order. For said ten days such list shall be open to the examination of any stockholder at the place where said election is to be held, and shall be produced and kept at the time and place of the election during the whole time thereof, and subject to the inspection of any stockholder who may be present. Upon the willful neglect or refusal of the directors to produce such a list at any election, they shall be ineligible for any office at such election. The original or a duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such election.

        Section 6.    Quorum.    At each meeting of the stockholders, the holders of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting present either in person or by proxy shall constitute a quorum for the transaction of business except where otherwise provided by law or by the Certificate of Incorporation. In the absence of a quorum, the stockholders of the Corporation present in person or by proxy and entitled to vote, by majority vote, or, in the absence of all the stockholders, any officer entitled to preside or act as Secretary at such meeting, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock shall be present or represented. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called. The absence from any meeting of the holders of the number of shares required by the laws of the State of Delaware or by the Certificate of Incorporation of the Corporation or by these by-laws for action upon any given matter shall not prevent action at such meetings upon any other matter or matters which may properly come before the meeting, if the holders of the number of shares required in respect of such other matter or matters shall be present.

        Section 7.    Organization.    At each meeting of the stockholders, the Chairman of the Board of Directors ("Chairman of the Board"), or, in the absence of such officer, the President, or, in the absence of the President, a Vice President, or, in the absence of all of said officers, a chairman chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote thereat shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary, shall act as secretary at each meeting of the stockholders, or, in the absence of the Secretary and the Assistant Secretaries, the chairman may appoint any person to act as secretary of the meeting.

        Section 8.    Transaction of Business.    At each meeting of the stockholders such business may be transacted as may properly be brought before such meeting, whether or not such business is stated in the notice of such meeting or in a waiver of notice thereof, except as otherwise in these by-laws expressly provided.

        Section 9.    Voting.    Each stockholder of the Corporation shall, except as otherwise provided by law or by the Certificate of Incorporation of the Corporation or by these by-laws, at every meeting of the stockholders, be entitled to one vote in person or by proxy for each share of the stock of the Corporation registered in his name on the books of the Corporation;

        (1)   On the date fixed pursuant to Section 2 of Article V of these by-laws as the record date for the determination of stockholders entitled to vote at such meeting; or

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        (2)   if no such record date shall have been fixed, then at the date of such meeting; except that at all elections of directors of the Corporation each such stockholder shall be entitled to as many votes as shall equal the number of such shares of stock registered in his name on such date, multiplied by the number of directors to be elected, and may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as such stockholder may see fit. Except where the transfer books of the Corporation have been closed or a date has been fixed as the record date for the determination of stockholders entitled to vote, no share of stock shall be voted on at any election of directors which has been transferred on the books of the Corporation within twenty days next preceding such election of directors.

ARTICLE III

BOARD OF DIRECTORS

        Section 1.    General Powers.    The property, affairs and business of the Corporation shall be managed by the Board of Directors.

        Section 2.    Number, Qualification and Term of Office.    The number of directors shall be not more than nine and not less than three, which number shall be fixed from time to time by action of the Board of Directors. Until so fixed, the number of directors shall be five. Directors need not be stockholders. The directors shall be elected annually in the manner provided in these by-laws and each director shall hold office until the annual meeting held next after his election and until his successor shall have been elected and shall have qualified, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

        Section 3.    Quorum and Manner of Acting.    Except as otherwise provided by statute or by these by-laws, one third of the total number of directors but not less than three directors shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given.

        Section 4.    Place of Meeting, Etc.    The board of Directors may hold its meetings at such place or places within or without the State of Delaware, as the Board may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof. Directors of the Corporation may participate in any meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and such participation in such meeting shall constitute presence in person at such meeting. The Corporation may have one or more offices and, subject to the applicable provisions of the laws of the State of Delaware, may keep the books and records of the Corporation at such place or places within or outside the State of Delaware as the Board may from time to time determine.

        Section 5.    First Meeting.    The Board of directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual election of directors on a day and at a place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or in a consent and waiver of notice thereof signed by all the directors.

        Section 6.    Regular Meetings.    Regular meetings of the Board of Directors shall be held at such places and at such times as the Board shall from time to time by resolution determine. Notice of regular meetings need not be given.

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        Section 7.    Special Meetings; Notice.    Special meetings of the Board of Directors shall be held whenever called by any of the directors. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least 24 hours before such meeting, or shall be sent to him at such place by telegraph, cable, radio or wireless or be delivered personally or by telephone, not later that the day before the date on which the meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes thereof except as otherwise in these by-laws expressly provided. Notice of any meeting of the Board need not be given to any director, however, if waived by him in writing or by telegraph, cable, radio or wireless whether before or after such meeting be held or if he shall be present at the meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all of the directors shall be present thereat.

        Section 8.    Organization.    At each meeting of the Board of Directors, the Chairman of the Board, or, in his absence, the President, or in the absence of the President, a director chosen by a majority of the directors present shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary, or, in the absence of the Secretary and the Assistant Secretaries, any person appointed by the chairman shall act as secretary of the meeting.

        Section 9.    Removal of Directors.    Any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority in interest of the holders of record of the stock of the Corporation having voting power at a special meeting of the stockholders of the Corporation called for the purpose, and a vacancy in the Board caused by such removal may be filled by the stockholders at such meeting.

        Section 10.    Vacancies.    Any vacancy in the Board of Directors caused by death, resignation, removal, disqualification, an increase in the number of directors, or any other cause, may be filled by the majority vote of the remaining directors then in office, though less than a quorum, or by the stockholders of the Corporation at the next annual meeting or any special meeting called for the purpose, and each director so elected, shall, except as otherwise provided in these by-laws, hold office for a term to expire at the annual election of directors, and until his successor shall be duly elected and qualified, or until his death or until he shall resign or shall have been removed in the manner herein provided.

        Section 11.    Committees.    The Board of Directors may by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee to the extent provided in the resolution of the Board of Directors, and in any event the Executive Committee provided for below in this Section 12, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the certificate of incorporation of the Corporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these by-laws; and, unless the resolution constituting the committee expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock, except that the Executive Committee shall have the power or authority to declare a dividend.

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        In particular, the Board of Directors may create from its membership an Executive Committee of not less than two members. During the intervals between meetings of the Board of Directors, the Executive Committee, if any, unless restricted by applicable law, shall possess and may exercise, under the control and direction of the Board, all of the powers of the Board of Directors in the management and control of the business of the Corporation including the declaration of any dividend. All action taken by the Executive Committee shall be reported to the Board of Directors at its first meeting thereafter and shall be subject to revision or rescission by the Board, provided, however, that rights of third parties shall not be affected by any such action of the Board. In every case, the affirmative vote of a majority of the members of a committee or their alternates present at a meeting at which a majority of the members or their alternates are present, or the consent of all of the members of a committee, shall be necessary for the approval of any action, and action may be taken by a committee without a formal meeting by written consent of all of the members thereof. Members of a committee may participate in any meeting of the committee by means of conference telephone or similar communications equipment by means of which all persons participating in such meetings can hear each other, and such participation in such meeting shall constitute presence in person at such meeting. Each committee shall meet at the call of any member thereof and shall keep a written record of all actions taken by it. At each meeting, each committee may appoint a chairman and, at its discretion, may appoint a secretary of the meeting, provided that the Chairman of the Executive Committee shall act as such at each meeting of the Executive Committee at which he is present.

ARTICLE IV

OFFICERS

        Section 1.    Number.    The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer, a Controller, a Secretary and other such officers as the Board of Directors shall determine. Any person may hold more than one office. The Board of Directors may elect one or more, or designate any existing Vice Present or Vice Presidents to be, an Executive Vice President or Executive Vice Presidents or a Senior Vice Present or Senior Vice Presidents with such duties and powers as generally accrue to such officers.

        Section 2.    Election, Term of Office and Qualifications.    The officers shall be elected annually by the Board of Directors, except that the Board of Directors may at any time elect officers to newly created offices or to fill vacancies caused by death, resignation, removal, disqualification, or any other cause. Each officer shall hold office until his successor shall have been duly elected and qualified in his stead, or until his death or until he shall have resigned or shall have been removed in the manner hereinafter provided. The Chairman of the Board and the President shall be chosen from among the directors.

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        Section 3.    Removal.    Any officer may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors, or, except in the case of any officer elected by the Board of Directors, by any superior officer upon whom the power of removal may be conferred by the Board of Directors or by these by-laws.

        Section 4.    The Chairman of the Board.    The Chairman of the Board of Directors shall be the chief executive officer of the Corporation and shall have general supervision of the property, affairs and business of the Corporation, and over its several officers, subject, however, to the control of the Board of Directors. He shall preside at all meetings of Stockholders and the Board of Directors and shall have power to call special meetings of the stockholders and also of the Board of Directors, to be held at such time as he shall deem proper. He shall at each annual meeting and from time to time report to the stockholders and to the Board of Directors all matters within his knowledge which the interests of the Corporation may require to be brought to their notice; may sign with the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary any or all certificates of stock of the Corporation; may sign and execute in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these by-laws to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of Chairman of the Board and such other duties as from time to time may be assigned to him by the Board of Directors or as prescribed by these by-laws.

        Section 5.    The President.    Subject to the control of the Board of Directors and the Chairman of the Board, the President shall be the chief operating officer of the Corporation and shall have general supervision of the day-to-day operations of the Corporation. At the request of the Chairman of the Board, or in his absence or disability, the President shall perform all the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board. The President may sign with the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary any or all certificates of stock of the Corporation; may sign and execute in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these by-laws to some other officer or agent of the Corporation; and in general shall perform all duties as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board.

        Section 6.    Vice Presidents.    In the absence or disability of the Chairman of the Board and the President, the Vice President designated by the Board of Directors (or in the absence of such designation, the Vice President designated by the Chairman of the Board or by the President) shall perform all the duties of any such officer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, such officer. Any Vice President may sign and execute all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these by-laws to some other officer or agent of the Corporation, and may also sign with the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary any or all certificates of stock of the Corporation. Any Vice President shall have such other duties and powers as may, from time to time, be assigned to him by the Board of Directors, the Chairman of the Board or the President.

        Section 7.    The Secretary.    The Secretary shall keep or cause to be kept in books provided for the purpose the minutes of the meetings of the stockholders and of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of these by-laws and as required by law; shall be custodian of the corporate records customarily kept by the Secretary and of the seal of the Corporation and see that the seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; shall keep or cause to be kept a register of the name and post office address of each stockholder, and shall

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make or cause to be made all proper changes in such register; may sign with the Chairman of the Board or the President or any Vice President any or all certificates of stock of the Corporation; and in general, the Secretary shall have such duties and powers as are incident to the office of the Secretary and such other duties and powers as may, from time to time, be assigned to him by the Board of Directors or the Chairman of the Board or the President.

        Section 8.    The Treasurer.    The Treasurer shall have charge and custody of all funds, securities and other similar property of the Corporation; shall deposit all such funds in the name of the Corporation in such depositories as may be selected by the Board of Directors; shall enter or cause to be entered in the books of the Corporation to be kept for the purpose, a full and accurate record of all monies received and paid out on account of the Corporation; shall receive and give receipt for monies due and payable to the Corporation from any source whatsoever; may sign with the Chairman of the Board or the President or any Vice President any and all certificates of stock of the Corporation; and shall in general have such duties and powers as are incident to the office of Treasurer, and such other duties and powers as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board or the President.

        Section 9.    Assistant Secretaries.    At the request of the Secretary or in his absence or disability the Assistant Secretary designated by him shall perform all the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them by the Board of Directors or the Chairman of the Board or the President.

        Section 10.    Assistant Treasurers.    At the request of the Treasurer or in his absence or disability the Assistant Treasurer designated by him shall perform all the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them by the Board of Directors or the Chairman of the Board or the President.

        Section 11.    The Controller.    The Controller shall develop company accounting and control objectives and policies for the approval of the Chairman of the Board or the President; direct the standardization of accounting reports, procedures and management controls for headquarters and division management; and supervise the accounting operation at corporate headquarters. He shall have authority to execute instruments on behalf of the Corporation relating to the operation of the Corporation's business and to execute on behalf of the Corporation any and all reports, returns and other documents required to be submitted by the Corporation to any governmental department or agency.

        Section 12.    Divisional Operation.    The Board of Directors and, subject to the Board of Directors, the Chairman of the Board or the President may create one or more main operating divisions of the Corporation or one or more operating sub-divisions of any division of the Corporation.

        The Board of Directors or the Chairman of the Board or the President may assign an officer or employee of the Corporation to one (or more than one) of the divisions or sub-divisions who shall, subject to the direction of the Board of Directors and the Chairman of the Board and the President, supervise and control the business of such divisions or sub-divisions and all officers, agents and employees of the Corporation whose principal duties are in connection with the business of such division or sub-division. The officer or employee so assigned to a division or sub-division shall be entitled, if the Board of Directors or the Chairman of the Board or the President shall so determine, to use the title of "President" or "General Manager" of that division or sub-division in connection with the operation of the business of such division or sub-division.

        If the Board of Directors of the Corporation or the Chairman of the Board or the President shall so determine

7

        (a)   the executive or executives of any division or sub-division immediately subordinate to its "President" or "General Manager" shall be entitled to use the title of "Vice President" of the division or sub-division in connection with the business of such division or sub-division.;

        (b)   the chief financial executive and the chief accounting executive in each division or sub-division shall be entitled to use the title "Treasurer" or "Controller" respectively of such use the title division or sub-division in connection with the business of such division or sub-division; and,

        (c)   the principal assistant to such chief financial executive or to such chief accounting executive shall be entitled to use the title "Assistant Treasurer" or the title "Assistant Controller" of such division or sub-division in connection with the business of such division or sub-division.

        Persons so authorized by the Board of Directors or the Chairman of the Board or the President to use the titles "President", "General Manager", "Vice President", "Treasurer", "Controller", "Assistant Treasurer" or "Assistant Controller" of a division or sub-division need not also be officers of the Corporation, and no person shall be an officer of the Corporation unless elected as such pursuant to Section 2 of Article IV of these by-laws.

ARTICLE V

MISCELLANEOUS

        Section 1.    Checks, Drafts, etc.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, employee or employees, of the Corporation as shall from time to time be determined by resolution of the Board of Directors; provided, however, that facsimile signatures (in lieu of actual signatures) of officers of the Corporation may be used on checks of the Corporation drawn upon such of its payroll bank accounts as shall from time to time be designated by resolution adopted by the Board of Directors.

        Section 2.    Closing of Transfer Books.    The Board of Directors may, by resolution, direct that the stock transfer books of the Corporation be closed for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid the Board of Directors may fix in advance, a date not exceeding fifty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any change, conversion or exchange of the capital stock, and in each such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date as aforesaid.

        Section 3.    Corporate Seal.    The Corporate Seal of the Corporation shall be in such form as the Board of Directors shall determine.

        Section 4.    Fiscal Year.    The fiscal year of the Corporation shall be fixed by the Board of Directors.

        Section 5.    Gender.    Wherever in these by-laws the masculine gender is used, the reference shall be deemed to refer equally to the masculine or the feminine gender.

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ARTICLE VI

AMENDMENTS

        Either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held on notice as above provided, notice of which includes notice of the proposed alteration or amendment.

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Exhibit 3.20

RKO GENERAL, INC. BY-LAWS (As Amended through April 2, 2002) ARTICLE I OFFICES
ARTICLE II MEETINGS OF STOCKHOLDERS
ARTICLE III BOARD OF DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V MISCELLANEOUS
ARTICLE VI AMENDMENTS

EX-4.1

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Exhibit 4.1

Conformed Copy

GENCORP INC.

as Issuer

THE GUARANTORS PARTY HERETO,

as Guarantors

and

THE BANK OF NEW YORK,

as Trustee

INDENTURE

Dated as of August 11, 2003

9¹/2% SENIOR SUBORDINATED NOTES DUE 2013

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE		6
	Section 1.1. Definitions.	6
	Section 1.2. Other Definitions.	29
	Section 1.3. Incorporation by Reference of Trust Indenture Act.	29
	Section 1.4. Rules of Construction.	30
ARTICLE 2. THE NOTES		30
	Section 2.1. Form and Dating.	30
	Section 2.2. Execution and Authentication.	31
	Section 2.3. Registrar and Paying Agent.	31
	Section 2.4. Paying Agent to Hold Money in Trust.	32
	Section 2.5. Holder Lists.	32
	Section 2.6. Transfer and Exchange.	32
	Section 2.7. Replacement Notes.	43
	Section 2.8. Outstanding Notes.	44
	Section 2.9. Treasury Notes.	44
	Section 2.10. Temporary Notes.	44
	Section 2.11. Cancellation.	45
	Section 2.12. Defaulted Interest.	45
	Section 2.13. CUSIP or ISIN Numbers.	45
	Section 2.14. Additional Interest.	45
	Section 2.15. Issuance of Additional Notes.	46
	Section 2.16. Record Date.	46
ARTICLE 3. REDEMPTION AND PREPAYMENT		47
	Section 3.1. Notices to Trustee.	47
	Section 3.2. Selection of Notes to Be Redeemed.	47
	Section 3.3. Notice of Redemption.	47
	Section 3.4. Effect of Notice of Redemption.	48
	Section 3.5. Deposit of Redemption Price.	48
	Section 3.6. Notes Redeemed in Part.	48
	Section 3.7. Optional Redemption.	48
	Section 3.8. Mandatory Redemption.	49
	Section 3.9. Offers To Purchase.	49
ARTICLE 4. COVENANTS		52
	Section 4.1. Payment of Notes.	52
	Section 4.2. Maintenance of Office or Agency.	52
	Section 4.3. Reports.	52
	Section 4.4. Compliance Certificate.	53
	Section 4.5. Payment of Taxes and Other Claims.	53
	Section 4.6. Stay, Extension and Usury Laws.	54
	Section 4.7. Corporate Existence.	54
	Section 4.8. Limitation on Payments for Consent.	54
	Section 4.9. Limitation on Incurrence of Additional Indebtedness.	54
	Section 4.10. Limitation on Restricted Payments.	55
	Section 4.11. Limitation on Transactions with Affiliates.	58
	Section 4.12. Limitation on Liens.	59
	Section 4.13. Limitation on Asset Sales.	60
	Section 4.14. Purchase of Notes upon a Change of Control.	61

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	Section 4.15. Limitation on Preferred Stock of Non-Guarantor Restricted Subsidiaries.	62
	Section 4.16. Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.	62
	Section 4.17. Limitation on Restricted and Unrestricted Subsidiaries.	63
	Section 4.18. Additional Subsidiary Guarantees.	64
	Section 4.19. Conduct of Business.	64
	Section 4.20. Prohibition on Incurrence of Senior Subordinated Debt.	64
	Section 4.21. Notice of Defaults.	64
	Section 4.22. Maintenance of Properties.	65
	Section 4.23. Further Instruments and Acts.	65
ARTICLE 5. SUCCESSORS		65
	Section 5.1. Merger, Consolidation or Sale of Assets.	65
	Section 5.2. Successor Corporation Substituted.	66
ARTICLE 6. DEFAULTS AND REMEDIES		66
	Section 6.1. Events of Default.	66
	Section 6.2. Acceleration.	67
	Section 6.3. Other Remedies.	68
	Section 6.4. Waiver of Past Defaults.	68
	Section 6.5. Control by Majority.	69
	Section 6.6. Limitation on Suits.	69
	Section 6.7. Rights of Holders to Receive Payment.	70
	Section 6.8. Collection Suit by Trustee.	70
	Section 6.9. Trustee May File Proofs of Claim.	70
	Section 6.10. Priorities.	71
	Section 6.11. Undertaking for Costs.	71
	Section 6.12. Restoration of Rights and Remedies.	71
	Section 6.13. Rights and Remedies Cumulative.	71
	Section 6.14. Delay or Omission Not Waiver.	71
ARTICLE 7. TRUSTEE		72
	Section 7.1. Duties of Trustee.	72
	Section 7.2. Rights of Trustee.	73
	Section 7.3. Individual Rights of Trustee.	74
	Section 7.4. Trustee's Disclaimer.	74
	Section 7.5. Notice of Default or Events of Default.	74
	Section 7.6. Reports by Trustee to Holders.	74
	Section 7.7. Compensation and Indemnity.	74
	Section 7.8. Replacement of Trustee.	75
	Section 7.9. Successor Trustee by Merger, Etc.	75
	Section 7.10. Eligibility; Disqualification.	76
	Section 7.11. Preferential Collection of Claims Against Company.	76
ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE		76
	Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance.	76
	Section 8.2. Legal Defeasance and Discharge.	77
	Section 8.3. Covenant Defeasance.	77
	Section 8.4. Conditions to Legal or Covenant Defeasance.	78
	Section 8.5. Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	79
	Section 8.6. Repayment to Company.	79
	Section 8.7. Reinstatement.	79

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ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER		80
	Section 9.1. Without Consent of Holders of Notes.	80
	Section 9.2. With Consent of Holders of Notes.	80
	Section 9.3. Compliance with Trust Indenture Act.	81
	Section 9.4. Revocation and Effect of Consents.	81
	Section 9.5. Notation on or Exchange of Notes.	82
	Section 9.6. Trustee to Sign Amendments, etc.	82
ARTICLE 10. GUARANTEES		82
	Section 10.1. Guarantee.	82
	Section 10.2. Limitation on Guarantor Liability.	84
	Section 10.3. Execution and Delivery of Guarantee.	84
	Section 10.4. Guarantors May Consolidate, etc., on Certain Terms.	85
	Section 10.5. Releases of Guarantees.	85
	Section 10.6. Severability.	86
	Section 10.7. Waiver of Stay, Extension or Usury Laws.	86
ARTICLE 11. SUBORDINATION		86
	Section 11.1. Agreement to Subordinate.	86
	Section 11.2. Notes Subordinated To Prior Payment Of All Senior Indebtedness On Dissolution, Liquidation, Reorganization, Etc., Of The Company.	87
	Section 11.3. Holders To Be Subrogated To Right Of Holders Of Senior Indebtedness and Guarantor Senior Indebtedness.	88
	Section 11.4. Obligations of the Company and the Guarantors Unconditional.	89
	Section 11.5. Company Not To Make Payment With Respect To Notes In Certain Circumstances.	89
	Section 11.6. Notice To Trustee.	90
	Section 11.7. Application By Trustee Of Monies Deposited With It.	91
	Section 11.8. Subordination Rights Not Impaired By Acts Or Omissions Of The Company Or Holders Of Senior Indebtedness.	91
	Section 11.9. Trustee To Effectuate Subordination.	92
	Section 11.10. Right Of Trustee To Hold Senior Indebtedness.	92
	Section 11.11. Article 11 Not To Prevent Events Of Default.	92
	Section 11.12. No Fiduciary Duty Created To Holders Of Senior Indebtedness.	92
	Section 11.13. Article Applicable To Paying Agents.	93
	Section 11.14. Contractual Subordination.	93
ARTICLE 12. SATISFACTION AND DISCHARGE		93
	Section 12.1. Satisfaction and Discharge.	93
	Section 12.2. Application of Trust Money.	93
	Section 12.3. Repayment to Company.	94
	Section 12.4. Reinstatement.	94
ARTICLE 13. MISCELLANEOUS		94
	Section 13.1. Trust Indenture Act Controls.	94
	Section 13.2. Notices.	94
	Section 13.3. Communications By Holders With Other Holders.	95
	Section 13.4. Certificate And Opinion As To Conditions Precedent.	95
	Section 13.5. Rules By Trustee, Paying Agent, Registrar.	96
	Section 13.6. Legal Holidays.	96
	Section 13.7. Rules by Trustee and Agents.	96
	Section 13.8. Governing Law.	96
	Section 13.9. No Adverse Interpretation Of Other Agreements.	96
	Section 13.10. Successors.	96

4

Section 13.11. Multiple Counterparts.	96
Section 13.12. Severability.	96
Section 13.13. Table Of Contents, Headings, Etc.	97
Section 13.14. Qualification of this Indenture.	97

5

        INDENTURE dated as of August 11, 2003 between GENCORP INC., an Ohio corporation (as more fully defined below, the "Company"), the Guarantors (as more fully defined below, the "Guarantors") listed on Schedule A hereto and THE BANK OF NEW YORK, as trustee (the "Trustee").

        The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 9¹/2% Senior Subordinated Notes due 2013 (the "Notes"):

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

        For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

        "Acquired Indebtedness" of a Person means Indebtedness or Disqualified Capital Stock of another Person or any of its Subsidiaries existing at the time such other Person becomes a Restricted Subsidiary of the referent Person or at the time it merges or consolidates with the referent Person or any of the referent Person's Restricted Subsidiaries or is assumed by the referent Person or any Restricted Subsidiary of the referent Person in connection with the acquisition of assets from such other Person and in each case not incurred by such other Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the referent Person or such acquisition, merger or consolidation.

        "Additional Interest" has the meaning set forth in any Registration Rights Agreement and relating to amounts to be paid in the event the Company fails to satisfy certain conditions set forth therein. For all purposes of this Indenture, the term "interest" shall include Additional Interest, if any, with respect to the Notes.

        "Additional Notes" means any Notes (other than the Initial Notes and Exchange Notes and any Notes issued under Sections 2.6, 2.7, 2.10 and 3.6 hereof) issued under this Indenture in accordance with Sections 2.2, 2.15 and 4.9 hereof, as part of the same series as the Initial Notes or as an additional series.

        "Affiliate" means, with respect to any specified Person, any other Person, who directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise (and the terms "controlling" and "controlled" have meanings correlative of the foregoing); provided, however, that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to constitute control.

        "Agent" means any Registrar, co-registrar, Paying Agent or additional paying agent.

        "Applicable Procedures" means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange.

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        "Asset Acquisition" means (a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, (b) the acquisition by the Company or any Restricted Subsidiary of the Company, whether by purchase, merger, consolidation, or other transfer, and whether or not for consideration, of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person or (c) an asset exchange.

        "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value, including, without limitation, by means of merger or consolidation, by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Wholly-Owned Restricted Subsidiary of the Company of (a) any Capital Stock of any Restricted Subsidiary of the Company; or (b) any other property or assets of the Company or any Restricted Subsidiary of the Company other than the sale of inventory in the ordinary course of business or the liquidation of Cash Equivalents; provided, however, that Asset Sales shall not include (i) any transaction or series of related transactions for which the Company or its Subsidiaries receive aggregate consideration of less than $1 million in any consecutive 12-month period, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company and its Subsidiaries as permitted under Section 5.1 or any disposition that constitutes a Change of Control, (iii) the sale, lease, conveyance, disposition or other transfer by the Company or any Restricted Subsidiary of assets or property to the Company or one or more Guarantors, (iv) the disposition of equipment no longer used or useful in the business of the Company or any of its Restricted Subsidiaries, (v) a Sale and Leaseback Transaction with respect to any assets within 90 days of the acquisition of such assets or a Sale and Leaseback Transaction with respect to any assets, the aggregate fair market value of which such assets subject to such Sale and Leaseback Transaction does not exceed $20 million, (vi) the sale or other disposition of Cash Equivalents, (vii) the sale or disposition of any assets or property received as a result of a foreclosure by the Company or any of its Restricted Subsidiaries of any secured Investment or any other transfer of title with respect to any secured Investment in default, (viii) the grant of any license of patents, trademarks, registrations therefor and other similar intellectual property in the ordinary course of business and consistent with industry practice, (ix) the sale, conveyance, transfer or lease of any real property owned by the Company or any Restricted Subsidiary to a Real Estate Venture, (x) Restricted Payments permitted by the provisions described under Section 4.10, (xi) the creation of any Permitted Lien, and (xii) the sale of accounts receivable and related assets pursuant to a Qualified Securitization Transaction.

        "Bankruptcy Law" means Title 11, U.S. Code or any similar foreign, Federal or state law for the relief of debtors.

        "Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

        "Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary or any Person performing a similar function or designated by such Secretary, Assistant Secretary or other Person of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

        "Borrowing Base" means, an amount equal to the sum of (i) 85% of the consolidated book value of the Receivables of the Company and the Domestic Subsidiaries plus (ii) 60% of the consolidated book value of the inventory of the Company and the Domestic Subsidiaries.

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        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which commercial banking institutions in New York, New York or the New York Stock Exchange are authorized or obligated by law or executive order to close.

        "Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

        "Capital Stock" means (i) with respect to any Person that is a corporation, any and all shares, interests, rights to purchase, warrants, options, participation rights or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person and (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person or any rights to purchase, warrants, options, participation rights or other equivalents (however designated and whether or not voting) of partnership, membership or other equity interests of such Person.

        "Cash Equivalents" means (i) marketable direct obligations issued by, or unconditionally guaranteed or insured by, the United States Government or issued by any agency or instrumentally thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or province or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's; (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of deposit, eurodollar time deposits or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000; (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) or (iv) above entered into with any bank meeting the qualifications specified in clause (iv) above or any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York; and (vi) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (i) through (v) above.

        "Change of Control" means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or Group; (ii) the approval by the holders of the Company's Capital Stock of any Plan of Liquidation (whether or not otherwise in compliance with the provisions of the applicable indenture); (iii) any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 45% of the aggregate Voting Stock of the Company or any successor to all or substantially all of the Company's assets; or (iv) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

        "Clearstream" means Clearstream Banking S.A. and any successor thereto.

        "Code" means the U.S. Internal Revenue Code of 1986, as amended.

        "Commodity Agreement" means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices.

8

        "Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

        "Consolidated Cash Flow" means, with respect to any Person, for any period, (a) the sum (without duplication) of (i) Consolidated Net Income, (ii) to the extent Consolidated Net Income has been reduced thereby, (A) all income taxes of such Person and its Subsidiaries accrued for such period, (B) Consolidated Interest Expense and (C) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period and (iii) any non-cash non-operating loss or expense associated with any unfunded post-retirement health or insurance benefit plans of the Company or its Subsidiaries to the extent deducted in computing Consolidated Net Income, but only to the extent Section 420 of the Code (or its successor provision) was utilized by the Company and its Subsidiaries during the previous fiscal year, all as determined in accordance with GAAP.

        "Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of Consolidated Cash Flow of such Person during the four full fiscal quarters (the "Four Quarter Period") ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated Cash Flow" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (including Disqualified Capital Stock) and the application of the proceeds thereof, other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period and (ii) any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect on the Issue Date) (provided that such Consolidated Cash Flow shall be calculated using the definition of "Consolidated Net Income") attributable to the assets which are the subject of the Asset Acquisition or Asset Sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence, assumption or, liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio," (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate

9

in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and (3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

        "Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of (i) Consolidated Interest Expense, plus (ii) the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person (other than dividends paid in Qualified Capital Stock or by Subsidiaries of such Person to such Person) paid, accrued (or guaranteed) or scheduled to be paid, accrued or guaranteed during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such Person, expressed as a decimal.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication, to the extent incurred by such Person: (i) the aggregate of the interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation, (a) any amortization of original issue discount, (b) the net costs under Interest Swap Obligations, (c) all capitalized interest, (d) the interest portion of any deferred payment obligation and (e) amortization of all commissions, discounts and other fees and charges owed with respect to bankers' acceptances, letters of credit financings; and (ii) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP, minus in the case of clauses (i) and (ii) above amortization or write-off of deferred financing costs to the extent such costs are included in (i) or (ii) above, and only with respect to transactions closing at or prior to the Issue Date. For purposes of this definition, (x) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined in good faith by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (y) interest expense attributable to any Indebtedness represented by the guaranty by such Person or a Subsidiary of such Person of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed.

        "Consolidated Net Income" means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall be excluded therefrom (a) any after-tax gains or losses from Assets Sales (except to the extent set forth in clause (l) below), (b) items classified as extraordinary or nonrecurring gains or losses on an after-tax effected basis, (c) the net income (but not loss) of any Restricted Subsidiary of the referent Person for such period to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary to the referent Person or any Subsidiary thereof of that income is restricted, directly or indirectly, by operation of the terms of its charter or constituent documents or any agreement, instrument, judgment, decree, law, order, statute, rule, governmental regulation or for any other reason whatsoever except for amounts actually distributed, (d) the net income of any other Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person, or to a Wholly-Owned Restricted Subsidiary of the referent Person, by such other Person, (e) any restoration to income of any contingency reserve of an extraordinary, nonrecurring or unusual nature, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date, (f) net income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period), (g) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets and (h) the cumulative effect of a change in accounting principles, (i) any

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non-cash charges for goodwill, intangibles and other related purchase accounting adjustments relating to future acquisitions by that Person, (j) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided, that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Capital Stock), (k) any after-tax non-cash gains or losses related to defined pension plans of the Company and (l) any income from the sale of real property to the extent that net income therefrom exceeds (A) for purposes of calculating the Fixed Charge Coverage Ratio, $25 million for any Four Quarter Period (as defined in the definition of Consolidated Fixed Charge Coverage Ratio elsewhere in this section), or (B) for purposes of calculating the amount of Consolidated Net Income includable in determining the amount of permissible Restricted Payments, $25 million in any fiscal year.

        "Consolidated Net Tangible Assets" means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets, (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, and after deducting therefrom (a) all current liabilities of the Company and its Restricted Subsidiaries (excluding the current portion of (i) long-term Indebtedness, (ii) intercompany liabilities and (iii) any liabilities which are by their terms renewable or extendable at the option of the obligor thereon to a time more than 12 months from the time as of which the amount thereof is being computed) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and any other like intangibles as determined in accordance with GAAP. Consolidated Net Tangible Assets shall be measured as of the most recently ended fiscal quarter prior to the event which requires its measurement.

        "Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation and amortization and other non-cash charges of such Person and its Subsidiaries reducing Consolidated Net Income of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a reserve for cash charges for any future period).

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the Issue Date or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 13.2 hereof, or such other address as to which the Trustee may give notice to the Company.

        "Credit Agreement" means the Agreement to Amend and Restate dated as of October 2, 2002, among the Company, the lenders named therein, together with Annex I which is the Amended and Restated Credit Agreement among the Company and the lenders named therein, dated as of December 28, 2000 and amended and restated as of October 2, 2002, and any deferrals, renewals, extensions, replacements, refinancings or refundings thereof, or amendments, modifications or supplements thereto or replacements thereof of all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and any agreement providing therefor (including, without limitation, any agreement increasing the amount borrowed thereunder if permitted by Section 4.9, or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder), whether by or with the same or any other lender, creditors, or group of creditors, and including related notes, guarantee agreements, security agreements and other instruments and agreements executed in connection therewith and whether by the same or any other agent, lender or group of lenders.

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        "Currency Agreement" means any foreign exchange contract, currency swap agreement, currency option contract, futures contract, or other similar agreement or arrangement designed to protect a Person against fluctuations in currency exchange rates.

        "Custodian" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3(c) hereof as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

        "Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default under the Indenture.

        "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.6 or 2.10 hereof, in substantially the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto.

        "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3(b) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

        "Designated Non-Cash Consideration" means a promissory note from the purchaser of real estate from the Company or a Restricted Subsidiary not sold in connection with the sale of a business or other non-real estate assets which is secured by a first mortgage Lien on the property sold, and which property shall be free of any other Lien or encumbrance (other than any such Lien that, by its terms, is expressly subordinated or second in priority to the Lien granted to the Company or such Restricted Subsidiary).

        "Designated Senior Indebtedness" means (i) Indebtedness under or in respect of the Credit Agreement or any Foreign Subsidiary Credit Agreement to the extent it constitutes Senior Indebtedness or Guarantor Senior Indebtedness and (ii) any other Indebtedness constituting Senior Indebtedness or Guarantor Senior Indebtedness which, at the time of determination, has an aggregate principal amount of at least $25 million and is specifically designated in the instrument evidencing such Senior Indebtedness or Guarantor Senior Indebtedness as "Designated Senior Indebtedness" by the Company or the applicable Guarantor, as the case may be. The instrument, agreement or other document evidencing any Designated Senior Indebtedness may place limitations and conditions on the right of such Designated Senior Indebtedness to exercise the rights of Designated Senior Indebtedness.

        "Disqualified Capital Stock" means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or the passage of time or both, matures or is required to be redeemed or repurchased, pursuant to a sinking fund obligation or otherwise, including at the option of the holder thereof, by the issuer thereof or any of its Subsidiaries, in whole or in part, on or prior to the final maturity date of the Notes. Notwithstanding the foregoing, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Capital Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions prior to the Company's purchase of the Notes required to be purchased pursuant to the provisions of the Indenture as described under Sections 4.13 or 4.14.

        "Distribution Compliance Period" means the 40-day distribution compliance period as defined in Regulation S.

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        "Domestic Subsidiary" means any Restricted Subsidiary of the Company organized under the laws of the United States or any state thereof or the District of Columbia.

        "Equity Offering" means an offering by the Company for cash of its Common Stock, other than an offering pursuant to an employee benefit plan.

        "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear system, and any successor thereto.

        "Event of Loss" means, with respect to any property or asset, any (i) loss, destruction or damage of such property or asset or (ii) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto and the rules and regulations of the SEC promulgated thereunder.

        "Exchange Notes" means Notes registered under the Securities Act to be exchanged for Notes not so registered, pursuant to and as set forth in a Registration Rights Agreement relating to such an exchange.

        "Exchange Offer" has the meaning set forth in a Registration Rights Agreement relating to an exchange of Notes registered under the Securities Act for Notes not so registered.

        "Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined by a majority of the Board of Directors of the Company acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Company.

        "Foreign Borrowing Base" means an amount equal to the sum of (i) 85% of the consolidated book value of the Receivables plus (ii) 60% of the consolidated book value of the inventory of the Foreign Subsidiaries incurring such Indebtedness.

        "Foreign Subsidiary" means any Restricted Subsidiary that is not a Domestic Subsidiary.

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        "Foreign Subsidiary Credit Agreement" means the credit facilities and credit lines of Foreign Subsidiaries existing on the Issue Date and any deferrals, renewals, extensions, replacements, refinancings or refundings thereof, or amendments, modifications or supplements thereto or replacements thereof of all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and any agreement providing therefor (including, without limitation, any agreement increasing the amount borrowed thereunder if permitted by Section 4.9, or adding Foreign Subsidiaries of the Company as additional borrowers or guarantors thereunder), whether by or with the same or any other lender, creditors, or group of creditors, and including related Notes, guarantee agreements, security agreements and other instruments and agreements executed in connection therewith and whether by the same or any other agent, lender or group of lenders.

        "GAAP" means United States generally accepted accounting principles as in effect on the Issue Date.

        "Global Note Legend" means the legend set forth in Section 2.6(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

        "Global Notes" means the global Notes in the form of Exhibit A hereto issued in accordance with Article 2 hereof.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which obligations or guarantee the full faith and credit of the United States of America is pledged.

        "Group" means a group of related Persons, as defined in Section 13(d) of the Exchange Act.

"guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

        "Guarantor" means (a) each of the Material Domestic Subsidiaries as of the Issue Date and (b) each of the Company's Subsidiaries that in the future executes a supplemental indenture in which such Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided, however, that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its guarantee is released in accordance with the terms of the Indenture.

        "Guarantor Senior Indebtedness" means, with respect to any Guarantor, the principal of, premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect of, and any other payments due pursuant to, any of the following, whether outstanding as of the date of the Indenture or incurred or created thereafter, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the guarantee of such Guarantor:

•

all of such Guarantor's Indebtedness, obligations and other liabilities, contingent or otherwise, for money borrowed that is evidenced by a note, bond, debenture, loan agreement or similar instrument or agreement;



•

all of such Guarantor's noncontingent obligations (1) for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction, (2) under any Interest Swap Obligations, (3) under any Currency Agreements and (4) under any Commodity Agreements;



•

all of such Guarantor's obligations for the payment of money relating to Capitalized Lease Obligations;

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•

any liabilities of such Guarantor's Subsidiaries described in the preceding clauses that it has guaranteed or which are otherwise its legal liability; and



•

renewals, extensions, refundings, refinancings, restructurings, amendments and modifications of any such obligations.

provided, however, that in no event shall "Guarantor Senior Indebtedness" include (a) Indebtedness or other obligations owed to any Guarantor's Subsidiaries or Affiliates; (b) trade account payables incurred in the ordinary course of business, (c) any liabilities for taxes owed or owing by such Guarantor, (d) Indebtedness incurred in violation of the Indenture provisions under Section 4.9, (e) Disqualified Capital Stock or (f) its obligations under the guarantee.

        "Holder" means a Person in whose name a Note is registered on the Registrar's books.

"incur" means to directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for the payment of.

        "Indebtedness" means with respect to any Person, without duplication, (i) all Obligations of such Person for borrowed money whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof, to the extent of such portion, (ii) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of such Person issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted), (v) all Obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction, (vi) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (i) through (v) above and clause (viii) below, (vii) all Obligations of any other Person of the type referred to in clauses (i) through (vi) which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the Fair Market Value of such property or asset or the amount of the Obligation so secured, (viii) all Obligations under Currency Agreements and Interest Swap Obligations of such Person, (ix) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, including accrued dividends, if any and (x) any and all deferrals, renewals, extensions, refinancings and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any Obligation of the type referred to in clauses (i) through (vi) and this clause (x), whether or not between or among the same parties. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. The amount of Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, but the accretion of the original issue discount in accordance with the original terms of Indebtedness issued with an original issue discount will not be deemed to be an incurrence and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

        "Indenture" means this instrument, as originally executed or as it may from time to time be supplemented or amended in accordance with Article 9 hereof.

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        "Independent Financial Advisor" means a firm (i) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Company and (ii) which, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged.

        "Indirect Participant" means a Person who holds a beneficial interest in a Global Note through a Participant.

        "Initial Notes" means $150.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

"Interest Payment Dates" shall have the meaning set forth in paragraph 1 of each Note.

        "Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

        "Investment" means, with respect to any Person, any direct or indirect advance, loan or other extension of credit (including, without limitation, a guarantee or the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition (whether by merger, consolidation, purchase or otherwise) by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any Person other than the notes. "Investment" shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be and commission, travel and similar advances to officers and employees made in the ordinary course of business. For purposes of Section 4.10, the amount of any Investment shall be the original cost of such Investment plus the cost of all additional Investments by the Company or any of its Subsidiaries, without any adjustments for increases or decreases in value, or write-ups, write-downs or writeoffs with respect to such Investment, reduced by the payment of dividends or distributions in connection with such Investment or any other amounts received in respect of such Investment; provided, however, that no such payment of dividends or distributions or receipt of any such other amounts shall reduce the amount of any Investment if such payment of dividends or distributions or receipt of any such amounts would be included in Consolidated Net Income. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Common Stock of such former Restricted Subsidiary not sold or disposed of. The value of any property deemed to be an Investment shall be the Fair Market Value of such property at the time of transfer.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's or BBB- (or the equivalent) by S&P.

        "Investment Grade Status" means any time at which the ratings of the Notes by both Moody's and S&P are Investment Grade Ratings.

        "Issue Date" means the date of original issuance of the Notes.

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        "Letter of Transmittal" means the letter of transmittal, or its electronic equivalent in accordance with the Applicable Procedures, to be prepared by the Company and sent to all Holders of the Initial Notes or any Additional Notes for use by such Holders in connection with an Exchange Offer.

        "Lien", with respect to any Property of any Person, means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest) on or with respect to such Property.

        "Material Domestic Subsidiary" means any Domestic Subsidiary of the Company, the Consolidated Net Tangible Assets of which were more than 7.5% of the Company's Consolidated Net Tangible Assets as of the end of the most recently completed fiscal year of the Company for which audited financial statements are available; provided that, in the event the aggregate of the Consolidated Net Tangible Assets of all Domestic Subsidiaries that do not constitute Material Subsidiaries exceeds 7.5% of the Company's Consolidated Net Tangible Assets as of such date, the Company shall, to the extent necessary, designate sufficient Domestic Subsidiaries to be deemed to be "Material Domestic Subsidiaries" to eliminate such excess, and such designated Subsidiaries shall thereafter constitute Material Domestic Subsidiaries, or any Domestic Subsidiary that becomes a subsidiary guarantor under the Credit Agreement.

        "Moody's" means Moody's Investors Service, Inc., or any successor to the rating agency business thereof.

        "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Subsidiaries from such Asset Sale net of (a) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements, (c) repayment of Senior Indebtedness or Guarantor Senior Indebtedness that is required to be repaid in connection with such Asset Sale, (d) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale (e) payments to be made to other holders of capital stock in a Restricted Subsidiary, Permitted Joint Venture or Real Estate Venture in accordance with their pro rata interest in the entity; (f) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold within 30 days of the sale thereof; and (g) relocation expenses incurred as a result of the Asset Sale.

        "Non-Recourse Indebtedness" means Indebtedness (a) as to which neither the Company nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes a lender, and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

"note guarantee" means the guarantee of the Notes by each of the Guarantors.

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        "Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness, whether contingent or otherwise.

        "Officers' Certificate" means, with respect to any Person, a certificate signed by the Chairman, Chief Executive Officer, the President or any Vice President and the Chief Financial Officer, Controller or any Treasurer of such Person that shall comply with applicable provisions of the Indenture.

        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or an Affiliate of the Company.

        "Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively, and, with respect to DTC, shall include Euroclear and Clearstream.

        "Permitted Business" means the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date, and any businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors).

        "Permitted Indebtedness" means, without duplication, each of the following:

        (i)    Indebtedness of the Company or any of its Subsidiaries incurred or guaranteed pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $313 million in the aggregate reduced by any required permanent repayments pursuant to the provisions set forth under Section 4.13 (which are accompanied by a corresponding permanent commitment reduction) or any permanent reduction of commitments under the term loan thereunder or (b) an amount determined in accordance with a Borrowing Base;

        (ii)   Indebtedness under the Notes, the Indenture and the guarantees outstanding at the Issue Date and the corresponding Exchange Notes on the date of exchange;

        (iii)  Interest Swap Obligations of the Company or any of its Subsidiaries covering Indebtedness of the Company or any of its Subsidiaries; provided, however, that such Interest Swap Obligations are entered into to protect the Company and its Subsidiaries from fluctuations in interest rates on Indebtedness incurred in accordance with the Indenture in the ordinary course of business and not for speculative purposes and to the extent the notional principal amount of such Interest Swap Obligation does not exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates;

        (iv)  Indebtedness of the Company or any of its Subsidiaries under Currency Agreements; provided, however, that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

        (v)   Indebtedness of the Company or any of its Subsidiaries under Commodity Agreements entered into in the ordinary course of the financial management of the Company or such Subsidiary and not for speculative purposes;

        (vi)  Indebtedness of a Domestic Subsidiary to the Company or to a Domestic Subsidiary for so long as such Indebtedness is held by the Company or a Domestic Subsidiary, in each case subject to no Liens held by any Person other than the Company or a Domestic Subsidiary; provided, however any Indebtedness of a Guarantor to any Subsidiary of the Company that is not a Guarantor incurred after the Issue Date is unsecured and

18

subordinated, pursuant to a written agreement, to such Guarantor's guarantee; and provided, further that if as of any date any Person other than the Company or a Domestic Subsidiary owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, or such Domestic Subsidiary is designated an Unrestricted Subsidiary, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness;

        (vii) Indebtedness of the Company to a Domestic Subsidiary for so long as such Indebtedness is held by a Domestic Subsidiary, in each case subject to no Lien; provided, however, that (a) any Indebtedness of the Company to any Domestic Subsidiary is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Indenture and the Notes and (b) if as of any date any Person other than a Domestic Subsidiary owns or holds any such Indebtedness or a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Company;

        (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

        (ix)  Indebtedness of the Company or any of its Subsidiaries represented by letters of credit or performance bonds for the account of the Company or such Subsidiary, as the case may be, in order to provide security for workers' compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;

        (x)   the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or Purchase Money Indebtedness, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction, improvement or lease of property, plant or equipment used in a Permitted Business (whether through the direct purchase of assets or through the acquisition of at least a majority of the Voting Stock of any Person owning such assets), in each case, in an amount not to exceed the Fair Market Value of the property, plant or equipment for which such Indebtedness was incurred at the time such Indebtedness was incurred and in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (x) not to exceed $15 million at any time outstanding;

        (xi)  guarantees provided under Section 4.18 and the guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary not otherwise prohibited by the Indenture;

        (xii) Obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with industry practice;

        (xiii) Indebtedness of the Company or any Restricted Subsidiary evidenced by promissory notes subordinated to the Notes and the Exchange Notes issued to current or former employees, directors, officers or consultants of the Company or any Restricted Subsidiary in lieu of cash payment for any Capital Stock of the Company being repurchased from such persons; provided that the aggregate amount of Indebtedness incurred does not exceed $3 million in any calendar year;

        (xiv) Acquired Indebtedness; provided that at the time such Person was acquired by the Company or Restricted Subsidiary and after giving effect to the incurrence of such

19

Indebtedness either the Company would have been able to incur $1.00 of additional Indebtedness pursuant to the second sentence of the first paragraph of this covenant;

        (xv) Indebtedness of the Company or a Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Subsidiary of the Company otherwise permitted by and in accordance with the provisions of the Indenture in an amount not greater than the net amount received by the Company and its Restricted Subsidiaries in connection with such disposition;

        (xvi) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;

        (xvii) Indebtedness of the Company or a Restricted Subsidiary to any Permitted Joint Venture or Real Estate Venture which when aggregated with Permitted Investments incurred pursuant to clause (xiii) of the definition of Permitted Investments does not to exceed the greater of $25 million or 3% of Consolidated Net Tangible Assets in the aggregate at any time outstanding;

        (xviii) Indebtedness of Foreign Subsidiaries to the Company or any Domestic Subsidiary; provided that insofar as such Indebtedness exceeds $25 million, such excess shall be deducted from amounts available to make Restricted Payments;

        (xix) Indebtedness of Foreign Subsidiaries pursuant to the Foreign Subsidiary Credit Agreement in an amount equal to the greater of (i) $35 million or (ii) the Foreign Borrowing Base;

        (xx) Indebtedness existing on the date of the Indenture;

        (xxi) Refinancing Indebtedness; and

        (xxii) additional Indebtedness of the Company or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $20 million at any one time outstanding.

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        "Permitted Investments" means (i) Investments by the Company or any Restricted Subsidiary of the Company in the Company or any Domestic Subsidiary or any Person that is or will become immediately after such Investment a Domestic Subsidiary or that will merge or consolidate into the Company or a Domestic Subsidiary; (ii) Investments in the Company by any Restricted Subsidiary of the Company; provided, however, that any Indebtedness evidencing such Investment by a Restricted Subsidiary is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and the Indenture; (iii) Investments in cash and Cash Equivalents; (iv) loans and advances to employees and officers of the Company and its Subsidiaries in the ordinary course of business for bona fide business purposes and pursuant to applicable law not in excess of $2 million at any one time outstanding; (v) Currency Agreements and Interest Swap Obligations and Commodity Agreements entered into in the ordinary course of the Company's or its Subsidiaries' businesses and otherwise in compliance with the Indenture; (vi) Investments in trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (vii) Investments made by the Company or its Subsidiaries as a result of non-cash consideration received in connection with an Asset Sale made in compliance with Section 4.13; (viii) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances; (ix) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business consistent with industry practice; (x) Investments in Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments in lieu of cash amounts in which there has been a default; (xi) Investments acquired as a result of a foreclosure by the Company or such Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (xii) Investments the consideration for which consists solely of shares of Common Stock of the Company; (xiii) so long as no Event of Default has occurred and is continuing, Investments in any Real Estate Venture or Permitted Joint Venture; provided that the aggregate amount of Investments made pursuant to this clause (xiii), which when aggregated with Permitted Indebtedness incurred pursuant to clause (xvii) of the definition of Permitted Indebtedness shall not exceed the greater of $25 million or 3% of Consolidated Net Tangible Assets in the aggregate at any time outstanding; (xiv) Investments in Foreign Subsidiaries which when aggregated with Permitted Indebtedness incurred pursuant to clause (xviii) of the definition of Permitted Indebtedness shall not to exceed $25 million; and (xv) additional Investments in an amount outstanding at any one time not to exceed $15 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value). In the event an Investment pursuant to clause (xiii) or (xiv) is sold for cash or otherwise liquidated or repaid for cash the lesser of (A) the cash return of capital with respect to such Investment (less the cost of disposition if any), and (B) the initial amount of such Investment shall no longer be deemed outstanding for purposes of such clause.

        "Permitted Joint Venture" means any Person which is not a Subsidiary and is, directly or indirectly, through its Subsidiaries or otherwise, engaged principally in a Permitted Business, and at least 20% of the Capital Stock of which is owned by the Company or its Restricted Subsidiaries, on the one hand, and one or more Persons other than the Company or any Affiliate of the Company, on the other hand, whose principal facilities are located outside the United States of America.

        "Permitted Liens" means the following types of Liens:

        (i)    Liens in favor of the Trustee in its capacity as trustee for the Holders;

        (ii)    Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or that can be paid without penalty or (b) contested in good faith by appropriate

21

proceedings and as to which the Company or its Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

        (iii)    statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

        (iv)    Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds, deposits for the payment of rent and other similar obligations (exclusive of obligations for the payment of borrowed money);

        (v)    judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

        (vi)    easements, rights-of-way, zoning restrictions, irregularities of title and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Subsidiaries;

        (vii)    any interest or title of a lessor under any Capitalized Lease Obligation; provided, however, that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;

        (viii)    Liens to secure Purchase Money Indebtedness of the Company or any Restricted Subsidiary not to exceed $15 million in the aggregate at any one time outstanding; provided, however, that (A) the related Purchase Money Indebtedness is permitted to be incurred in accordance with Section 4.9, (B) the related Purchase Money Indebtedness shall not exceed the cost of such property or assets and shall not be secured by any property or assets of the Company or any Restricted Subsidiary of the Company other than the property and assets so acquired and (C) the Lien securing such Indebtedness shall be created within 180 days of such acquisition;

        (ix)    Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (x)    Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

        (xi)    Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any of its Subsidiaries, including rights of offset and set-off;

        (xii)    Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under the Indenture;

22

        (xiii)    Liens securing Indebtedness under Currency Agreements or Commodity Agreements;

        (xiv)    Liens securing Acquired Indebtedness incurred in accordance with Section 4.9; provided, however, that (A) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and (B) such Liens do not extend to or cover any property or assets of the Company or of any of its Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;

        (xv)    Liens existing on the date of the Indenture;

        (xvi)    Liens securing Refinancing Indebtedness where the Liens securing Indebtedness being refinanced were permitted under the Indenture and on terms no more restrictive than the Indebtedness being refinanced;

        (xvii)    Liens under licensing agreements permitted under the Indenture;

        (xviii)    Liens in favor of customs and revenue authorities arising in the ordinary course of business and as a matter of law to secure payment of customs duties;

        (xix)    Liens granted in connection with a Qualified Securitization Transaction;

        (xx)    Liens arising as a result of litigation or legal proceedings that are currently being contested in good faith by appropriate and diligent action; and

        (xxi)    Customary deposits granted in the ordinary course of business under operating leases otherwise permitted under the Indenture.

        "Person" means an individual, partnership, corporation, unincorporated organization, association, joint stock company, company (including a limited liability company), trust or joint venture, or a governmental agency or political subdivision thereof or any other entity.

        "Plan of Liquidation" means a plan or proposal for the liquidation or dissolution of an entity in accordance with the laws of the jurisdiction of its formation.

        "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same Indebtedness as that evidenced by such particular Note; and any Note authenticated and delivered under Section 2.7 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same Indebtedness as the lost, destroyed or stolen Note.

        "Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

        "Private Placement Legend" means the legend set forth in Section 2.6(g)(i) hereof to be placed on all Notes issued under this Indenture except as otherwise permitted by the provisions of this Indenture.

        "Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the Indenture, the value of any Property shall be its Fair Market Value.

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        "Purchase Money Indebtedness" means Indebtedness the net proceeds of which are used to finance the cost (including the cost of construction) of property or assets acquired in the normal course of business by the Person incurring such Indebtedness.

        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

        "Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

        "Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary in connection with or reasonably related to a transaction or series of transactions in which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to (1) a Special Purpose Vehicle or (2) any other Person, or may grant a security interest in, any equipment and related assets (including contract rights) or Receivables or interests therein secured by goods or services financed thereby (whether such Receivables are then existing or arising in the future) of the Company or any Restricted Subsidiary, and any assets relating thereto including, without limitation, all security or ownership interests in goods or services financed thereby, the proceeds of such Receivables, and other assets which are customarily sold or in respect of which security interests are customarily granted in connection with securitization transactions involving such assets, as any agreement governing any such transactions may be renewed, refinanced, amended, restated or modified from time to time.

        "Real Estate Venture" means any Person which is not a Restricted Subsidiary and is, directly or indirectly, through its Subsidiaries or otherwise, engaged principally in the acquisition, development or financing of real estate activities, and at least 20% of the Capital Stock of which is owned by the Company or its Restricted Subsidiaries, on the one hand, and one or more Persons other than the Company or any Affiliate of the Company, on the other hand.

        "Receivables" means any right of payment from or on behalf of any obligor, whether constituting an account, chattel paper, instrument, general intangible or otherwise, arising from the financing by the Company or any Restricted Subsidiary of goods or services, and monies due thereunder, security or ownership interests in the goods and services financed thereby, records relating thereto, and the right to payment of any interest or finance charges and other obligations with respect thereto, proceeds from claims on insurance policies related thereto, any other proceeds related thereto and other related rights.

        "Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

        "Refinancing Indebtedness" means any Refinancing by the Company or any Restricted Subsidiary of the Company of Indebtedness (including Disqualified Capital Stock) incurred in accordance with Section 4.9 (provided that Refinancing Indebtedness shall not include Indebtedness described in clauses (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xv), (xvi), (xvii), (xviii), (xix), (xx) and (xxii) of the definition of Permitted Indebtedness), in each case that does not (1) result in an increase in the aggregate principal amount or liquidation preference of Indebtedness (or if such Indebtedness was issued with an original issue discount, the accreted value thereof (as determined in accordance with GAAP) of such Person and plus the amount of reasonable expenses incurred by the Company or such Restricted Subsidiary, as the case may be, in connection with such Refinancing), except to the extent that any such increase in Indebtedness is otherwise permitted by the Indenture or (2) create Indebtedness with (A) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or (B) a final maturity or redemption date earlier than the final maturity or redemption date of the Indebtedness being Refinanced; provided, however, that (x) if such Indebtedness being Refinanced is Indebtedness of the Company, then such

24

Refinancing Indebtedness shall be Indebtedness solely of the Company and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes or the guarantees, then such Refinancing Indebtedness shall be subordinate to the Notes or the guarantees, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

        "Registration Rights Agreement" means the Registration Rights Agreement dated on or prior to the Issue Date among the Company, the Guarantors and the Initial Purchasers and any Registration Rights Agreement entered into by the Company and the Guarantors in connection with the issuance of Additional Notes.

        "Regular Record Date" for the interest payable on any Interest Payment Date means the applicable date specified as a "Record Date" on the face of the Note.

        "Regulation S" means Regulation S promulgated under the Securities Act.

        "Regulation S Global Note" means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

        "Regulation S Permanent Global Note" means a permanent Global Note in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Distribution Compliance Period.

        "Regulation S Temporary Global Note" means a temporary Global Note in the form of Exhibit A-2 hereto bearing the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

        "Responsible Officer," when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

        "Restricted Definitive Note" means one or more Definitive Notes bearing the Private Placement Legend.

        "Restricted Global Notes" means 144A Global Notes and Regulation S Global Notes.

        "Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

        "Rule 144" means Rule 144 promulgated under the Securities Act.

        "Rule 144A" means Rule 144A promulgated under the Securities Act.

        "Rule 903" means Rule 903 promulgated under the Securities Act.

        "Rule 904" means Rule 904 promulgated under the Securities Act.

        "S&P" means Standard & Poor's Rating Service, a division of the McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of the Company of any property, whether owned by the Company or any Restricted Subsidiary of the

25

Company at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property, other than between the Company and a Restricted Subsidiary or between Restricted Subsidiaries.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

        "Senior Indebtedness" means, the principal of, premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect of, and any other payments due pursuant to, any of the following, whether outstanding as of the date of the Indenture or incurred or created thereafter, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Notes:

•

all of our Indebtedness, obligations and other liabilities, contingent or otherwise, for money borrowed that is evidenced by a note, bond, debenture, loan agreement or similar instrument or agreement, including, without limitation, all amounts outstanding from time to time under the Credit Agreement;



•

all of our noncontingent obligations (1) for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction, (2) under any Interest Swap Obligations and (3) under any Currency Agreements;



•

all of our obligations for the payment of money relating to Capitalized Lease Obligations;



•

all of our obligations pursuant to the guarantee by the Company or a Restricted Subsidiary of Indebtedness of Foreign Subsidiaries pursuant to the Foreign Subsidiary Credit Agreement;



•

any liabilities of our Subsidiaries described in the preceding clauses that we have guaranteed or which are otherwise our legal liability; and



•

renewals, extensions, refundings, refinancings, restructurings, amendments and modifications of any such obligations.

provided, however, that in no event shall Senior Indebtedness include (a) Indebtedness or other obligations owed to any of our Subsidiaries or Affiliates; (b) trade account payables or any other obligation of the Company to trade accounts created or assumed by the Company incurred in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities, (c) any liabilities for federal, state, local or other taxes owed or owing by us or any of our Subsidiaries, (d) Indebtedness incurred in violation of the Indenture provisions under Section 4.9, (e) our obligations under the Company's 5³/4% Convertible Subordinated Notes due 2007, (f) Obligations with respect to Capital Stock of the Company, (g) our obligations under the Notes or (h) Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes.

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        "Shelf Registration Statement" has the meaning set forth in any Registration Rights Agreement relating to registering Notes under the Securities Act.

        "Special Purpose Vehicle" means a bankruptcy-remote entity or trust or other special purpose entity which is formed by the Company, any Subsidiary of the Company or any other Person for the purpose of, and engages in no material business other than in connection with a Qualified Securitization Transaction or other similar transactions of Receivables or other similar or related assets.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness (or any later date established in any amendment to such documentation), and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary", with respect to any Person, means (i) any corporation, company (including any limited liability company) joint venture, association or other business entity of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors, managers or trustees under ordinary circumstances shall at the time be owned or controlled, directly or indirectly, by such Person or (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person or one or more of the other Subsidiaries of that Person (or a continuation thereof).

        "TIA" means the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder, including any successor legislation and rules and regulations.

        "Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee.

        "Unrestricted Definitive Notes" means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend.

        "Unrestricted Global Notes" means one or more Global Notes that do not and are not required to bear the Private Placement Legend and are deposited with or on behalf of and registered in the name of the Depositary or its nominee.

        "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that does not directly or indirectly own, beneficially or of record, any Capital Stock of, and subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Restricted Subsidiary of the Company and that, at the time of determination shall be or continue to be designated as an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided for in Section 4.17; provided, that such Subsidiary at the time of such designation (a) has no Indebtedness other than Non-Recourse Indebtedness; (b) is not a party to any agreement, contract, arrangement or understanding with the Company or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained from Persons who are not Affiliates of the Company or that complies with the provisions under Section 4.11; (c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation to (x) subscribe for additional Capital Stock or (y) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, and (ii) any Subsidiary of an Unrestricted Subsidiary.

        "Voting Stock" means stock or securities of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the

27

board of directors, managers or trustees of a Person (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking, fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

        "Wholly-Owned Restricted Subsidiary" of any Person means any Wholly-Owned Subsidiary which is also a Restricted Subsidiary of such Person.

        "Wholly-Owned Subsidiary" of any Person means any Subsidiary of such Person of which all the outstanding voting securities normally entitled to vote in the election of directors are owned by such Person or any Wholly-Owned Subsidiary of such Person.

        "144A Global Note" means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee that shall be issued in a denomination equal to the outstanding principal amount of the Notes sold for initial resale in reliance on Rule 144A.

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Section 1.2. Other Definitions.

Term	Defined in Section
"Acceleration Notice"	6.2
"Affiliate Transaction"	4.11
"Asset Sale Offer"	4.12	(c)
"Authentication Order"	2.2	(d)
"Benefited Party"	10.1
"Change of Control Amount"	4.14	(a)
"Change of Control Offer"	4.14	(a)
"Change of Control Offer Period"	3.9	(c)
"Company"	Preamble
"Covenant Defeasance"	8.3
"DTC"	2.3	(b)
"Event of Default"	6.1
"Excess Proceeds"	4.12	(b)
"Legal Defeasance"	8.2
"Legal Holiday"	13.7
"losses"	7.7
"Net Proceeds Offer"	4.13	(c)
"Net Proceeds Offer Amount"	4.13	(c)
"Net Proceeds Offer Payment Date"	4.13	(c)
"Net Proceeds Offer Period"	3.9	(c)
"Net Proceeds Offer Trigger Date"	4.13	(c)
"Notes"	Preamble
"Offer Amount"	3.9	(b)(ii)
"Offer Period"	3.9	(c)
"Offer to Purchase"	3.9	(a)
"Paying Agent"	2.3	(a)
"Payment Blockage Period"	11.5
"Payment of the Notes"	11.5
"Purchase Date"	3.9	(d)
"Reference Date"	4.10	(iii)(x)
"Registrar"	2.3	(a)
"Replacement Assets"	4.13	(c)
"Representative"	11.3	(a)
"Restricted Payment"	4.10	(d)
"Security Register"	2.3	(a)
"Surviving Entity"	5.1	(a)(i)

Section 1.3. Incorporation by Reference of Trust Indenture Act.

        (a)   Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

        (b)   The following TIA term used in this Indenture has the following meaning:

"obligor" on the Notes means the Company and any successor or other obligor upon the Notes.

        (c)   All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined

29

herein have the meanings so assigned to them either in the TIA, by another statute or SEC rule, as applicable.

Section 1.4. Rules of Construction.

        Unless the context otherwise requires:

        (i)    a term has the meaning assigned to it;

        (ii)   an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

        (iii)  "or" is not exclusive;

        (iv)  words in the singular include the plural, and in the plural include the singular;

        (v)   all references in this instrument to "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed or as amended;

        (vi)  the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

        (vii) "including" means "including without limitation;"

        (viii) provisions apply to successive events and transactions; and

        (ix)  references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time thereunder.

ARTICLE 2.
THE NOTES

Section 2.1. Form and Dating.

        (a)    General.    The Notes and the Trustee's certificate of authentication shall be substantially in the form included in Exhibits A-1 and A-2 hereto, which are hereby incorporated in and expressly made part of this Indenture. The Notes may have notations, legends or endorsements required by law, exchange rule or usage in addition to those set forth on Exhibits A-1 and A-2. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Notes shall constitute a part of this Indenture, and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

        (b)    Form of Notes.    Notes shall be issued initially in global form and shall be substantially in the form of Exhibits A-1 and A-2 attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibits A-1 or A-2 attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be

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reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.

        (c)    Book-Entry Provisions.    This Section 2.1(c) shall apply to all Global Notes. Participants and Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

        (d)    Euroclear and Clearstream Procedures Applicable.    The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.2. Execution and Authentication.

        (a)    One senior executive officer shall execute the Notes on behalf of the Company by manual or facsimile signature.

        (b)    If an officer whose signature is on a Note no longer holds that office at the time a Note is authenticated by the Trustee, the Note shall nevertheless be valid.

        (c)    A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Note shall be substantially as set forth in Exhibits A-1 and A-2 hereto.

        (d)    The Trustee shall, upon a written order of the Company signed by a senior executive officer requesting the authentication and delivery of Notes (an "Authentication Order"), authenticate Notes for original issue and deliver them in accordance with such Authentication Order.

        (e)    The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have the same rights as an Agent with respect to Holders.

Section 2.3. Registrar and Paying Agent.

        (a)    The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register (the "Security Register") of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents; provided, however, that there shall be only one Security Register. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may enter into an appropriate agency agreement with any Agent

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not party to this Indenture, which may incorporate the provisions of the TIA. Such agreement shall implement the provisions of this Indenture that relate to such Agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

        (b)    The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes.

        (c)    The Company initially appoints the Trustee to act as Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and the Trustee hereby agrees so to initially act.

Section 2.4. Paying Agent to Hold Money in Trust.

        The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Persons entitled thereto all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Company in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. The Company at any time may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for such funds. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it as Paying Agent. Upon any Event of Default under Sections 6.1(g) and (h) hereof relating to the Company or any Material Domestic Subsidiary, the Trustee shall serve as Paying Agent for the Notes.

Section 2.5. Holder Lists.

        The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company shall furnish or cause to be furnished to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date or such shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and addresses of the Holders and the Company shall otherwise comply with TIA §312(a).

Section 2.6. Transfer and Exchange.

        (a)    Transfer and Exchange of Global Notes.    A Global Note may not be transferred except as a whole by (1) the Depositary to a nominee of the Depositary, (2) a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (3) the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Company shall exchange Global Notes for Definitive Notes if: (1) the Company delivers to the Trustee a notice from the Depositary that the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; or (2) an Event of Default shall have occurred and be continuing. Upon the occurrence of any of the preceding events in clauses (1) or (2) above, Definitive Notes shall be issued in denominations of $1,000 or integral multiples thereof and in such names as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as

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provided in Sections 2.7 and 2.10 hereof. Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a), and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.6(b), (c) or (f) hereof.

        (b)    Transfer and Exchange of Beneficial Interests in the Global Notes.    The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in Global Notes also shall require compliance with either clause (i) or (ii) below, as applicable, as well as one or more of the other following clauses, as applicable:

        (i)    Transfer of Beneficial Interests in the Same Global Note.    Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures; provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Temporary Regulation S Global Note may not be made to or for the account or benefit of a "U.S. Person" (as defined in Rule 902(k) of Regulation S) (other than a "distributor" (as defined in Rule 902(d) of Regulation S)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(i).

        (ii)    All Other Transfers and Exchanges of Beneficial Interests in Global Notes.    In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(i) above, including any transfers or exchanges subject to Section 2.6(b)(iii) through (v) below, the transferor of such beneficial interest must deliver to the Registrar either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) if permitted under Section 2.6(a) hereof, (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note, if required to be issued pursuant to Section 2.6(a) hereof, in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above, provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (x) the expiration of the Distribution Compliance Period, (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act and (z) the receipt by the Trustee of written certification that such transfer is in accordance with the restrictions set forth on the legend. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.6(f) hereof, the requirements of this Section 2.6(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of the Restricted Global Notes, which, in the case of Global Notes, may be accomplished by the Depository through the Applicable Procedures. Upon satisfaction of all of

33

the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust or cause to be adjusted the principal amount of the relevant Global Note(s) pursuant to Section 2.6(h) hereof.

        (iii)    Transfer of Beneficial Interests in a Restricted Global Note to Another Restricted Global Note.    A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(ii) above and the Registrar receives the following:

        (A)    if the transferee shall take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof or, if permitted by Applicable Procedures, item (3) thereof; and

        (B)    if the transferee shall take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

        (iv)    Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.    A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the exchange or transfer complies with the requirements of Section 2.6(b)(ii) above and:

        (A)    such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

        (B)    such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

        (C)    such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

        (D)    the Registrar receives the following:

        (1)    if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

34

        (2)    if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Company, any Guarantor, the Trustee or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

        If any such transfer is effected pursuant to clause (A), (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to clause (A), (B) or (D) above.

        (v)    Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for Beneficial Interests in Restricted Global Notes Prohibited. Beneficial interests in an Unrestricted Global Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

        (c)    Transfer or Exchange of Beneficial Interests for Definitive Notes.

        (i)    Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. In the event Definitive Notes are issued pursuant to Section 2.6(a) hereof, if any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

        (A)    if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

        (B)    if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

        (C)    if such beneficial interest is being transferred to a "non-U.S. Person" (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

        (D)    if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

        (E)    if such beneficial interest is being transferred to the Company, the Guarantors or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;

35

        (F)    if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(c) thereof; or

        (G)    is such beneficial interest is being transferred pursuant to any other exemption from the registration requirements of the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item 3(d) thereof,

the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Restricted Global Note, and the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver a Restricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

        (ii)    Beneficial Interests in Regulation S Temporary Global Note to Restricted Definitive Notes.    Notwithstanding Sections 2.6(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Restricted Definitive Note or transferred to a Person who takes delivery thereof in the form of a Restricted Definitive Note prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

        (iii)    Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.    In the event Definitive Notes are issued pursuant to Section 2.6(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

        (A)    such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

        (B)    such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

        (C)    such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

        (D)    the Registrar receives the following:

        (1)    if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from

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such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

        (2)    if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

        Upon satisfaction of the conditions of any of the clauses of this Section 2.6(c)(iii) the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Restricted Global Note.

        (iv)    Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.    In the event Definitive Notes are issued pursuant to Section 2.6(a) hereof, if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in Section 2.6(b)(ii) hereof, the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the applicable Unrestricted Global Note, and the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iv) shall not bear the Private Placement Legend.

        (d)    Transfer and Exchange of Definitive Notes for Beneficial Interests.

        (i)    Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.    If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

        (A)    if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

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        (B)    if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or

        (C)    if such Restricted Definitive Note is being transferred to a "non-U.S. Person" (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof.

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, a 144A Global Note, and in the case of clause (C) above, a Regulation S Global Note.

        (ii)    Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

        (A)    such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

        (B)    such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

        (C)    such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

        (D)    the Registrar receives the following:

        (1)    if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

        (2)    if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4)(a), (b) or (c) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

        Upon satisfaction of the conditions of any of the clauses in this Section 2.6(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global Note.

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        (iii)    Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.6(h) hereof the aggregate principal amount of one of the Unrestricted Global Notes.

        (iv)    Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited.    An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

        (v)    Issuance of Unrestricted Global Notes.    If any such exchange or transfer of a Definitive Note for a beneficial interest in an Unrestricted Global Note is effected pursuant to clause (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

        (e)    Transfer and Exchange of Definitive Notes for Definitive Notes.

        Upon request by a Holder of Definitive Notes and such Holder's compliance with the provisions of this Section 2.6(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

        (i)    Restricted Definitive Notes to Restricted Definitive Notes.    Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

        (A)    if the transfer shall be made pursuant to Rule 144A, a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

        (B)    if the transfer shall be made pursuant to Rule 903 or Rule 904, a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

        (C)    if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(a), (b) or (d) thereof, if applicable.

        (ii)    Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if:

        (A)    such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

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        (B)    any such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

        (C)    any such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

        (D)    the Registrar receives the following:

        (1)    if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

        (2)    if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

        Upon satisfaction of the conditions of any of the clauses of Section 2.6(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the Holder of such prior Restricted Definitive Note in instructions delivered to the Registrar by such Holder.

        (iii)    Unrestricted Definitive Notes to Unrestricted Definitive Notes.    A Holder of an Unrestricted Definitive Note may transfer such Note to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Note pursuant to the instructions from the Holder thereof.

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        (f)    Exchange Offer.    Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the applicable Restricted Global Notes (A) tendered for acceptance by Persons that make any and all certifications in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement, and (B) accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certification and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall reduce or cause to be reduced in a corresponding amount the aggregate principal amount of the applicable Restricted Global Notes, and the Company shall execute and the Trustee shall authenticate and deliver (1) to or on behalf of the Depository, such Unrestricted Global Note or Notes in the appropriate principal amount and (2) to the Persons designated by the Holders of Restricted Definitive Notes so accepted, Unrestricted Definitive Notes in the appropriate principal amount.

        (g)   Legends.    The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i)

Private Placement Legend.

        (A)    Except as permitted by clause (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFF-SHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, IF AVAILABLE, (D) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE (D) OR (E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY

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REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

        (B)    Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to clauses (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (d)(v), (e)(ii), (e)(iii) or (f) of this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.




(ii)    Global Note Legend.    Each Global Note shall bear a legend in substantially the following form:

        "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

        UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

        (h)    Cancellation and/or Adjustment of Global Notes.    At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Custodian or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and

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an endorsement shall be made on such Global Note by the Trustee or by the Custodian or by the Depositary at the direction of the Trustee to reflect such increase.

        (i)    General Provisions Relating to Transfers and Exchanges.

        (i)    No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6, 3.9, 4.13, 4.14 and 9.5 hereof).

        (ii)    All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same Indebtedness, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

        (iii)    Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the date of selection or (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

        (iv)    Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, in each case regardless of any notice to the contrary.

        (v)    All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.

        (vi)    The Trustee is hereby authorized and directed to enter into a letter of representations with the Depositary in the form provided by the Company and to act in accordance with such letter.

        (vii)    Subject to the applicable provisions of this Section 2.6, to permit registrations of transfers and exchanges, the Company shall execute, and the Trustee shall authenticate, Global Notes and Definitive Notes upon the Company's order or at the Registrar's request.

        (viii)    The Trustee shall authenticate Global Notes and Definitive Notes for original issue in accordance with the provisions of Section 2.2 hereof.

        (ix)    The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants, Indirect Participants and/or holders or owners of beneficial interests in any Global Note), other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.7.    Replacement Notes.

        If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and

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the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note. If required by the Trustee or the Company, the Holder of such Note shall provide security or indemnity sufficient, in the judgment of the Trustee or the Company, as applicable, to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer in connection with such replacement. If required by the Company, such Holder shall reimburse the Company for its reasonable expenses in connection with such replacement.

        Every replacement Note issued in accordance with this Section 2.7 shall be the valid obligation of the Company evidencing the same Indebtedness as the destroyed, lost or stolen Note and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.8.    Outstanding Notes.

        (a)    The Notes outstanding at any time shall be the entire principal amount of Notes represented by all the Global Notes and Definitive Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those subject to reductions in beneficial interests effected by the Trustee in accordance with Section 2.6 hereof, and those described in this Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a Note shall not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided, however, that Notes held by the Company or a Subsidiary of the Company shall be deemed not to be outstanding for purposes of Section 3.7(a) hereof.

        (b)    If a Note is replaced pursuant to Section 2.7 hereof, it shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

        (c)    If the principal amount of any Note is considered paid under Section 4.1 hereof, it shall cease to be outstanding and interest on it shall cease to accrue.

        (d)    If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date, a Purchase Date or maturity date, funds sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.9.    Treasury Notes.

        In determining whether the Holders of the required principal amount of Notes have concurred in any notice, direction, waiver or consent, Notes owned by the Company, any Guarantor or by any other obligor upon the Notes or by any Affiliate of the Company, any Guarantor or any such obligor, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such notice, direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

Section 2.10.    Temporary Notes.

        Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order in accordance with Section 2.2 hereof, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Global Notes or Definitive Notes in exchange for temporary Notes, as applicable.

        Holders of temporary Notes shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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Section 2.11.    Cancellation.

        The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. Upon sole direction of the Company, the Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes (subject to the record retention requirements of the Exchange Act or other applicable laws) in accordance with its then customary procedures unless the Company directs them to be returned to it. Certification of the disposition of all cancelled Notes shall be delivered to the Company from time to time upon request unless by a written order, signed by a senior executive officer of the Company, the Company shall direct that cancelled Notes be returned to it. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12.    Defaulted Interest.

        If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.1 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13.    CUSIP or ISIN Numbers.

        The Company in issuing the Notes may use "CUSIP" and/or "ISIN" numbers and notices of an Offer to Purchase and may use such numbers on other notices to Holders provided for herein (if then generally in use), and, if so, the Trustee shall use "CUSIP" and/or "ISIN" numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption, any notice of an Offer to Purchase or such other notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or Offer to Purchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the "CUSIP" and/or "ISIN" numbers.

Section 2.14.    Additional Interest.

        If Additional Interest is payable by the Company pursuant to a Registration Rights Agreement and paragraph 1 of the Notes, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such interest is payable pursuant to Section 4.1 hereof. Unless and until a Responsible Officer of the Trustee receives such a certificate or instruction or direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume without inquiry that no Additional Interest is payable. The foregoing shall not prejudice the rights of the Holders with respect to their entitlement to Additional Interest as otherwise set forth in this Indenture or the Notes and pursuing any action against the Company directly or otherwise directing the Trustee to take any such action in accordance with the terms of this Indenture and the Notes. If the Company has paid Additional Interest directly to the

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Persons entitled to it, the Company shall deliver to the Trustee an Officers' Certificate setting forth the details of such payment.

Section 2.15.    Issuance of Additional Notes.

        The Company shall be entitled, subject to its compliance with Section 4.9 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and rights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including without limitation, waivers, amendments, redemptions and Offers to Purchase.

        With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

        (a)           the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

        (b)           the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have "original issue discount" within the meaning of Section 1273 of the Code and such Officers' Certificate shall state in effect that such Additional Notes are not being issued at such a price; and

        (c)           whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.6 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Section 2.16.    Record Date.

        The record date for purposes of determining the identity of Holders of Notes entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA § 316(c).

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ARTICLE 3.

REDEMPTION AND PREPAYMENT

Section 3.1.    Notices to Trustee.

        If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date (or such shorter period as allowed by the Trustee), an Officers' Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

Section 3.2.    Selection of Notes to Be Redeemed.

        If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee deems fair and appropriate (and in compliance with applicable legal requirements); provided, however, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly as a pro rata basis as is practicable (subject to the Depository Trust Company's procedures) unless such method is otherwise prohibited. However, no Notes of a principal amount of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

        The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or integral multiples of $1,000, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.3.    Notice of Redemption.

        At least 30 days but not more than 60 days prior to a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at such Holder's address appearing in the Security Register.

        The notice shall identify the Notes to be redeemed and shall state:

        (a)   the redemption date;

        (b)   the redemption price;

        (c)   if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

        (d)   the name and address of the Paying Agent;

        (e)   that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

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        (f)    that, unless the Company defaults in making such redemption payment, interest on Notes (or portions thereof) called for redemption ceases to accrue on and after the redemption date and the only remaining right of the Holder is to receive payment of the redemption price upon presentation and surrender to the Paying Agent of the Notes;

        (g)   the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

        (h)   the CUSIP and ISIN numbers, if any, and that no representation is made as to the correctness of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes.

        At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 15 days (or such shorter period allowed by the Trustee) prior to the date such notice is to be given, an Officers' Certificate requesting that the Trustee give such notice (in the name and at the expense of the Company) and setting forth the information to be stated in such notice as provided in this Section 3.3.

Section 3.4.    Effect of Notice of Redemption.

        Once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption shall become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.5.    Deposit of Redemption Price.

        On or prior to 10:00 a.m. (New York City time) on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent (or if the Company or a Subsidiary or any Affiliate of them is acting as its own Paying Agent, segregate and hold in trust) money sufficient to pay the redemption price of and, if applicable, except if the redemption date shall be an interest payment date, accrued and unpaid interest on all Notes to be redeemed on that date.

        If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on Notes or portions of Notes called for purchase or redemption in accordance with Section 2.8(d) hereof, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Regular Record Date but prior to the related Interest Payment Date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.1 hereof.

Section 3.6.    Notes Redeemed in Part.

        Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company's written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.7.    Optional Redemption.

        (a)   At any time on or prior to August 15, 2006, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes originally issued with the net cash

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proceeds of one or more Equity Offerings at a redemption price equal to 109.500% of the principal amount thereof, plus accrued and unpaid interest, to the redemption date, provided that:

        (1)   at least 65% of the original aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

        (2)   the redemption date occurs within 90 days of the after the consummation of any such Equity Offering.

        (b)   Except pursuant to the preceding paragraph, the Notes shall not be redeemable at the Company's option prior to August 15, 2008.

        (c)   On or after August 15, 2008, the Company may redeem all or a part of the Notes for cash upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of each of the years indicated below:

Year	Percentage
2008	104.750	%
2009	103.167	%
2010	101.583	%
2011 and thereafter	100.000	%

        (d)   Any prepayment pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Section 3.8.    Mandatory Redemption.

        Except as set forth in Sections 4.13 and 4.14 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to, or offers to purchase, the Notes.

Section 3.9.    Offers To Purchase.

        (a)   In the event that, pursuant to Section 4.13 or 4.14 hereof, the Company shall be required to commence a Net Proceeds Offer or Change of Control Offer (each, an "Offer to Purchase"), it shall follow the procedures specified below.

        (b)   The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder's address appearing in the Security Register a notice, the terms of which shall govern the Offer to Purchase, stating in effect:

          (i)  that the Offer to Purchase is being made pursuant to this Section 3.9 and Section 4.13 or 4.14, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control has occurred, the transaction or transactions that constitute the Change of Control;

         (ii)  the principal amount of Notes subject to the Net Proceeds Offer or the Change of Control Offer pursuant to Section 4.13 or 4.14 hereof, respectively (the "Offer Amount"), the purchase price, the Offer Period and the Purchase Date (each as defined below);

        (iii)  except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment;

        (iv)  that any Note not tendered or accepted for payment shall continue to accrue interest;

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         (v)  that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest after the Purchase Date;

        (vi)  that Holders electing to have a Note purchased pursuant to the Offer to Purchase may elect to have Notes purchased in integral multiples of $1,000 only;

       (vii)  that, in the case of a Change of Control Offer, Holders electing to have a Note purchased pursuant to the Offer to Purchase shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent, if any, at the address specified in the notice before the close of business on the third Business Day before the Purchase Date;

      (viii)  that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the Business Day prior to the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

        (ix)  that, in the case of a Net Proceeds Offer, if the aggregate principal amount of Notes surrendered by the Holders, together with the other Senior Indebtedness, Guarantor Senior Indebtedness or pari passu Indebtedness to be repaid in connection with the Net Proceeds Offer exceeds the Net Proceeds Offer Amount, the Company shall select the Notes and other Indebtedness to be purchased on a pro rata basis (based on the amounts tendered, with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or integral multiples thereof shall be purchased);

         (x)  that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and

        (xi)  any other procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment.

        (c)   The Net Proceeds Offer shall remain open for a period of at least 20 Business Days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the "Net Proceeds Offer Period"). The Change of Control Offer shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the "Change of Control Offer Period," and together with the "Net Proceeds Offer Period, the "Offer Period").

        (d)   Subject to the provisions of Section 4.13 hereof, no later than 10:00 a.m. (New York City time) on the third Business Day after the termination of the Offer Period (the "Purchase Date"), the Company shall, to the extent lawful:

          (i)  accept for payment (on a pro rata basis to the extent necessary in connection with an Net Proceeds Offer) the Offer Amount of Notes or portions of Notes properly tendered and not withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered when taken together with all Senior Indebtedness, Guarantor Senior Indebtedness and pari passu Indebtedness to be repaid in connection with such Net Proceeds Offer, all Notes tendered and not withdrawn;

         (ii)  deposit with the Paying Agent (or if the Company or a Subsidiary or any Affiliate of them is acting as its own Paying Agent, segregate and hold in trust) money sufficient to pay the

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Offer Amount, plus accrued and unpaid interest, if any, in respect of all Notes or portions of Notes properly tendered; and

        (iii)  deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9.

        (e)   The Company, the Depositary or the Paying Agent, as the case may be, shall not later than the Purchase Date deliver to each tendering Holder of Notes properly tendered and accepted by the Company for purchase the Purchase Amount for such Notes, and the Company shall promptly execute and issue a new Note, and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided, however, that each such new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the Purchase Date. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

        (f)    If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date.

        (g)   The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Section 4.13 or 4.14, as applicable, this Section 3.9 or other provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 4.13 or 4.14, as applicable, this Section 3.9 or such other provision by virtue of such compliance.

        (h)   Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section 3.9 shall be made in accordance with the provisions of Section 3.1 through 3.6 hereof.

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ARTICLE 4.
COVENANTS

Section 4.1.    Payment of Notes.

        The Company shall duly and punctually pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay Additional Interest, if any, in the same manner, on the dates and in the amounts set forth in a Registration Rights Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding Business Day.

        The Company shall pay (to the extent that it may lawfully do so) interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful.

        Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 4.2.    Maintenance of Office or Agency.

        (a)   The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be presented or surrendered for payment or repurchase, registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The office of the agent of the Trustee in The City of New York shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company shall give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

        (b)   The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

        (c)   The Company hereby designates the Corporate Trust Office of the Trustee, as one such office or agency of the Company in accordance with Section 2.3 hereof.

Section 4.3.    Reports.

        (a)   Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC all information, documents and reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

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        (b)   In addition, the Company shall file with the Trustee, within 20 days after it files them with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

        (c)   Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company shall cause its consolidated financial statements, comparable to that which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. The Company will also make such reports available to prospective purchasers of the Notes or the Exchange Notes, as applicable, upon request. In addition, for so long as of the Notes remain outstanding, the Company shall make available to any prospective purchaser of the Notes or beneficial owner of the Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders thereof have disposed of such Notes pursuant to an effective registration statement filed by the Company.

        (d)   The Company shall also comply with the other provisions of TIA § 314(a).

        (e)   Delivery of such reports, information and documents to the Trustee pursuant to any of the provisions of this Section 4.3 is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers' Certificate).

Section 4.4.    Compliance Certificate.

        (a)   The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company, the Guarantors and their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether the Company, the Guarantors and their Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such officer signing such certificate, that to the signer's knowledge, the Company, the Guarantors and their Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which the signer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the signer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purpose of this Section 4.4, compliance shall be determined without regard to any grace period or requirement of notice.

        (b)   Each of the Company, the and the Guarantors, shall otherwise comply with TIA §314(a)(4).

Section 4.5.    Payment of Taxes and Other Claims.

        The Company shall pay or discharge or cause to be paid or discharged, and shall cause each of their Subsidiaries to pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon the Company, directly or by reason of its ownership of any Subsidiary or upon the income, profits or property of the Company; and (2) all material lawful claims for labor, materials and supplies, which, if unpaid, might by law become a Lien upon the property of the Company; provided, however, that the

53

Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which adequate provision has been made.

Section 4.6.    Stay, Extension and Usury Laws.

        The Company and each Guarantor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.7.    Corporate Existence.

        Subject to Article 5 hereof, the Company and each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights, and the corporate, partnership or other existence and rights of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company, the Guarantor or any such Restricted Subsidiary; provided, however, that the Company and each Guarantor shall not be required to preserve the corporate, partnership or other existence or any of its rights of any non-Guarantor Restricted Subsidiary if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company, the Guarantors and the Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes, or that such preservation is not necessary in connection with any transaction not prohibited by this Indenture.

Section 4.8.    Limitation on Payments for Consent.

        The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to or for the benefit of any Holder for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid to all Holders which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement, which solicitation documents must be mailed to all Holders prior to the expiration of the solicitation.

Section 4.9.    Limitation on Incurrence of Additional Indebtedness.

        (a)   The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to incur any Indebtedness (including, without limitation, Acquired Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and its Restricted Subsidiaries may incur Indebtedness if, on the date of the incurrence of such Indebtedness, after giving effect to the incurrence on a pro forma basis thereof, and to the extent set forth in the definition of Consolidated Fixed Charge Coverage Ratio, the use of proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company and its Subsidiaries, taken as a whole, is greater than 2.25 to 1.0.

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        (b)   Prior to any incurrence of Indebtedness (other than Permitted Indebtedness) pursuant to the last sentence of the preceding paragraph, the Company shall deliver to the Trustee an Officers' Certificate setting forth the calculations by which such incurrence was determined to be permitted.

        (c)   For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or is entitled to be incurred pursuant to the first paragraph of this covenant, in each case, as of the date of incurrence thereof, the Company shall, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this covenant and such Indebtedness shall be treated as having been incurred pursuant to such clauses or the first paragraph hereof, as the case may be, designated by the Company; provided, however, that any incurrence of Indebtedness under Credit Agreement must be incurred pursuant to clause (i) of the definition of Permitted Indebtedness. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

        (d)   For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the New York foreign exchange markets on the date of the incurrence of any Indebtedness, in the case of term debt, or first committed, in the case of revolving credit debt; provided that (1) the U.S. dollar-equivalent principal amount of any such Indebtedness outstanding or committed on the date of the Indenture will be calculated based on the relevant currency exchange rate in effect on the date of the Indenture, and (2) if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency than the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

        (e)   Notwithstanding anything to the contrary in the foregoing, the maximum amount of Indebtedness that the Company and its Restricted Subsidiary may have pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in currency exchange rates.

Section 4.10.    Limitation on Restricted Payments.

        The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly,

        (a)   declare or pay any dividend or make any distribution (other than dividends or distributions made to the Company or any Wholly-Owned Restricted Subsidiary of the Company and other than any dividend or distribution payable solely in Qualified Capital Stock of the Company) on or in respect of shares of the Company's or such Restricted Subsidiaries' Capital Stock to holders of such Capital Stock,

        (b)   purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than the exchange of such Capital Stock or any warrants, rights or options to acquire shares of any class of Capital Stock of the Company for Qualified Capital Stock of the Company),

        (c)   make any payment in respect of any amendment of the terms of, or make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior

55

to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or such Guarantor's guarantee, or

        (d)   make any Investment (each of the foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"),

if at the time of such Restricted Payment or immediately after giving effect, on a pro forma basis, thereto,

          (i)  a Default or an Event of Default shall have occurred and be continuing, or

         (ii)  the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the Section 4.9, or

        (iii)  the aggregate amount of all Restricted Payments (including such proposed Restricted Payment) made by the Company and its Restricted Subsidiaries subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the Fair Market Value of such property as determined reasonably and in good faith by the Board of Directors of the Company pursuant to a Board Resolution) shall exceed the sum of:

        (w)  50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company and its Subsidiaries earned during the period beginning on June 1, 2003 and ending on the last day of the fiscal quarter ending at least 30 days prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus

        (x)   100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock (or Senior Indebtedness or pari passu Indebtedness of the Company that has been converted into or exchanged for such Qualified Capital Stock) of the Company, including treasury stock, excluding any net cash proceeds from an Equity Offering to the extent used to redeem the Notes or any junior Indebtedness and any net cash proceeds received by the Company from any such sale of Qualified Capital Stock of the Company which has been financed, directly or indirectly, using funds (1) borrowed from the Company or any of its Subsidiaries, unless and until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by the Company or by any of its Subsidiaries; plus

        (y)   to the extent that any Investment made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary and such Investment or designation of an Unrestricted Subsidiary has been treated as a Restricted Payment, the lesser of (A) the cash return of capital with respect to such Investment (less the cost of disposition, if any) (but only to the extent not included in clause (iii)(w) above) and (B) the initial amount of such Investment that was treated as a Restricted Payment; plus

        (z)   $15 million.

        Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph shall not prohibit: (1) any Permitted Investment; (2) the payment of any dividend or distribution or consummation of irrevocable redemption within 60 days after the date of declaration of such dividend or distribution or giving of irrevocable redemption notice if the dividend or distribution or redemption would have been permitted on the date of declaration or giving of irrevocable redemption notice; (3) if no Default or Event of Default shall have occurred and be continuing, the acquisition (by redemption, repurchase or otherwise) of any shares of Capital Stock of the Company, any Restricted Subsidiary, any

56

Real Estate Venture or any Permitted Joint Venture, either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company, any Restricted Subsidiary, any Real Estate Venture or any Permitted Joint Venture; (4) if no Default or Event of Default shall have occurred and be continuing, the acquisition (by redemption, repurchase or otherwise) of any Indebtedness of the Company, any Restricted Subsidiary, any Real Estate Venture or any Permitted Joint Venture that is subordinate or junior in right of payment to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company or Refinancing Indebtedness, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock of the Company or (B) Refinancing Indebtedness; (5) the declaration and payment of any dividend by a Restricted Subsidiary to the holders of such Restricted Subsidiary's Capital Stock on a pro rata basis; (6) the repurchase, redemption or other acquisition or retirement for value of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, Capital Stock; provided, however, that the aggregate amount of such repurchases shall not exceed $3 million in any calendar year; (7) the repurchase of Capital Stock of the Company or any of its Restricted Subsidiaries deemed to occur upon the exercise of stock options upon surrender of Capital Stock to pay the exercise price of such options; (8) any redemption, pursuant to the terms of the Rights Agreement, dated as of February 18, 1987, as subsequently amended on December 7, 1987, August 21, 1995 and January 20, 1997, between the Company and the Rights Agent thereunder, of the Company's preferred share purchase rights (or Capital Stock issuable upon exercise thereof) that are attached to the Company's common stock; (9) the retirement of any shares of Disqualified Capital Stock of the Company by conversion into, or by exchange for, shares of Disqualified Capital Stock of the Company, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of other shares of Disqualified Capital Stock of the Company; provided that the Disqualified Capital Stock of the Company that replaces the retired shares of Disqualified Capital Stock of the Company shall not require the direct or indirect payment of any liquidation preference earlier in time than the final stated maturity of the retired shares of Disqualified Capital Stock of the Company; and (10) any Investment, if at the time the Company or any Restricted Subsidiary first incurred a commitment for such Restricted Payment, such Investment could have been made; provided, however, that the Investment is made within 90 days from the date in which the Company or the Restricted Subsidiary incurs the commitment. In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the immediately preceding paragraph, amounts expended pursuant to clauses (2), (3) (ii), (4) (ii) (A) and (10) shall, without duplication, be included in such calculation.

        For purposes of this covenant, the amount of any Restricted Payment made or returned, if other than in cash, shall be the Fair Market Value thereof, as determined in the good faith reasonable judgment of the Board of Directors of the Company pursuant to a Board Resolution, unless stated otherwise, at the time made or returned, as applicable. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment complies with the Indenture and setting forth in reasonable detail the basis upon which the required calculations were computed, which calculations may be based upon the Company's latest available internal quarterly consolidated financial statements.

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Section 4.11.    Limitation on Transactions with Affiliates.

        The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an "Affiliate Transaction"), unless:

        (a)   the Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that might reasonably have been obtained or are obtainable in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary, as determined by at least a majority of members of the Board of Directors of the Company that are disinterested in such transaction, and

        (b)   the Company delivers to the Trustee:

          (i)  with respect to any Affiliate Transaction (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $5 million, an Officers' Certificate certifying that such transaction complies with the foregoing provisions, and

         (ii)  with respect to any Affiliate Transaction (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $15 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor experienced in the subject matter of such transaction or transactions and file the same with the Trustee.

        The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the prior paragraph:

          (i)  the payment of reasonable fees, compensation or employee benefit arrangements and indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Subsidiary of the Company as determined in good faith by the Company's Board of Directors (whether in the form of cash or Capital Stock or other securities exercisable or exchangeable for Capital Stock);

         (ii)  transactions exclusively between or among the Company and any of its Wholly-Owned Restricted Subsidiaries or exclusively between or among such Wholly-Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by the Indenture;

        (iii)  Restricted Payments permitted by the Indenture;

        (iv)  payments or other transactions pursuant to any tax-sharing agreement approved by the Board of Directors and entered into in good faith between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is a part of a consolidated group for tax purposes;

         (v)  the issuance or sale of any Capital Stock (other than Disqualified Capital Stock) of the Company, or

        (vi)  any sale, conveyance or other transfer of Receivables and other related assets customarily transferred in a Qualified Securitization Transaction.

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Section 4.12.    Limitation on Liens.

        The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Company or any of its Restricted Subsidiaries, whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:

          (i)  in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes or any guarantee, the Notes and such guarantee, as the case may be, are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens, and

         (ii)  in all other cases, the Notes and the guarantees are equally and ratably secured.

        The following paragraph shall not apply to

          (i)  Liens securing Senior Indebtedness and Guarantor Senior Indebtedness outstanding as of the date of the Indenture or incurred after the date of the Indenture; provided, that such Senior Indebtedness or Guarantor Senior Indebtedness is incurred in accordance with Section 4.9;

         (ii)  Liens of the Company or a Wholly-Owned Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of the Company;

        (iii)  Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien permitted under the Indenture and which has been incurred in accordance with the provisions of the Indenture; provided, however, that such Liens (1) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced and (2) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced (other than property or assets subject to Liens under clause (B) above); and

        (iv)  Permitted Liens.

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Section 4.13.    Limitation on Asset Sales.

        (a)   The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Capital Stock sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors pursuant to a Board Resolution);

        (2)   at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash, Cash Equivalents or Designated Non-Cash Consideration (insofar as all Designated Non-Cash Consideration outstanding is less than $25 million) and is received at the time of such disposition; and

        (3)   no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale.

        (b)   Within 365 days of receipt of any Net Cash Proceeds from such Asset Sale the Company or the Restricted Subsidiary may apply those Net Cash Proceeds at its option to either:

        (i)    prepay (x) Indebtedness of the Company or a Restricted Subsidiary that is secured by the asset or Capital Stock subject to such Asset Sale or (y) any Senior Indebtedness or Guarantor Senior Indebtedness and, in the case of any Senior Indebtedness or Guarantor Senior Indebtedness under any revolving credit facility, effect a permanent reduction in the commitment available under such revolving credit facility,

        (ii)   make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto, including any such investment that constitutes capital expenditures (as determined in good faith by the Company's Board of Directors) ("Replacement Assets"), or

        (iii)  a combination of prepayment and investment permitted by the foregoing clauses (i) and (ii).

Pending final application of any Net Cash Proceeds, the Company or the applicable Restricted Subsidiary may temporarily reduce Indebtedness under any revolving credit facility or invest in cash or Cash Equivalents to the extent not otherwise prohibited by the Indenture.

        (c)   On the 365th day after such Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (i), (ii) and (iii) of the preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (i), (ii) and (iii) of the preceding paragraph (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and all holders of Senior Indebtedness, Guarantor Senior Indebtedness or other Indebtedness that ranks pari passu with the Notes and contain provisions set forth in Section 3.9 hereof and such other provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of Asset Sales on a pro rata basis, that amount of Notes and the other Senior Indebtedness, Guarantor Senior Indebtedness or pari passu Indebtedness equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes and the other Senior Indebtedness, Guarantor Senior Indebtedness or pari passu Indebtedness to be purchased or repaid, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration (including Designated Non-Cash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash or Cash Equivalents (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. The Company or any such Restricted Subsidiary of the Company, as the case may be, may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $15 million resulting

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from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $15 million, shall be applied as required pursuant to this paragraph).

        (d)   Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets, cash or Cash Equivalents and (ii) such Asset Sale is made for Fair Market Value; provided, however, that any consideration not constituting Replacement Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph. In addition, for purposes of paragraph (a)(2) above, the following shall be deemed to be cash or Cash Equivalents:

        (i)    Senior Indebtedness or Guarantor Senior Indebtedness or pari passu Indebtedness assumed by the transferee in an Asset Sale; and

        (ii)   any securities, notes or other obligations received by the Company or any Restricted Subsidiary from a transferee converted or monetized by the Company or such Restricted Subsidiary within 90 days into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion.

        (e)   All cash and Cash Equivalents from an Event of Loss shall be deemed to be Net Cash Proceeds and subject to the provisions of this covenant.

        (f)    Notice of each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture, including Section 3.9.

        (g)   To the extent the amount of Notes and other Indebtedness tendered or requiring repayment is less than the Offer Amount, the Company or the Restricted Subsidiary making the Asset Sale may use the remaining Net Proceeds Offer Amount for general corporate purposes and such Net Proceeds Offer Amount shall be reset to zero.

Section 4.14.    Purchase of Notes upon a Change of Control.

        (a)   Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make an offer (the "Change of Control Offer") pursuant to the procedures set forth in Section 3.9 hereof and such other provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such Indebtedness to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the Change of Control Offer at a purchase price, in cash (the "Change of Control Amount"), equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date.

        (b)   The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full all Indebtedness under the Credit Agreement, any other Senior Indebtedness or any Guarantor Senior Indebtedness or obtains the consents of such lenders to such Change of Control Offer as described in clause (c) below, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        (c)   Prior to the commencement of a Change of Control Offer, but in any event within 30 days following any Change of Control, the Company shall:

        (i)    (a) repay in full and terminate all commitments under the Credit Agreement and all other Senior Indebtedness and Guarantor Senior Indebtedness the terms of which require repayment upon a Change of Control or (b) offer to repay in full and terminate all commitments under the Credit Agreement and all such other Senior Indebtedness and Guarantor Senior Indebtedness and repay such Indebtedness to each lender which has accepted such offer in full, or

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        (ii)   obtain the requisite consents under the Credit Agreement and all such other Senior Indebtedness and Guarantor Senior Indebtedness to permit the repurchase of the Notes as required under the Indenture.

        (d)   For purposes of the definition of "Change of Control," the term "beneficial owner" will be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the SEC under the Exchange Act or any successor provisions, except that a Person shall be deemed to have "beneficial ownership" of all shares that the Person has the right to acquire, whether exercisable immediately or only after the passage of time.

Section 4.15.    Limitation on Preferred Stock of Non-Guarantor Restricted Subsidiaries.

        The Company shall not permit any of its non-Guarantor Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly-Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly-Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any non-Guarantor Restricted Subsidiary of the Company, except, in each case, the issuance of Preferred Stock (i) to qualifying directors or to satisfy other similar requirements, in each case, pursuant to requirements of law or (ii) to directors, management or employees of the Company and its Subsidiaries pursuant to stock option plans or other benefits.

Section 4.16.    Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.

        The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, assume, suffer or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:

        (a)   pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries;

        (b)   make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company;

        (c)   transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company; or

        (d)   in the case of any Domestic Subsidiary, become a Guarantor.

        However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:

        (i)    applicable law, rule, regulation or order;

        (ii)   the Indenture, the Notes, the guarantees and the Exchange Notes;

        (iii)  the Credit Agreement or any Foreign Subsidiary Credit Agreement;

        (iv)  non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company;

        (v)   any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and which existed at the time of acquisition and were not put in place in connection with or in anticipation of such acquisition;

        (vi)  other agreements in effect on the Issue Date and set forth on Schedule 1 attached hereto;

        (vii) agreements governing Senior Indebtedness or Guarantor Senior Indebtedness permitted to be incurred under the Indenture; provided that provisions relating to such encumbrances or restrictions are no more restrictive, taken as a whole, than those provisions contained in the Credit Agreement on the Issue Date;

        (viii) agreements governing Purchase Money Indebtedness (including Capitalized Lease Obligations) for property acquired in the ordinary course of business and consistent with industry practice that impose restrictions on that property of the nature described in clause (c) above;

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        (ix)  Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to the Liens;

        (x)   provisions with respect to the disposition or distributions of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or on Capital Stock in any joint venture agreement;

        (xi)  restrictions on cash or other deposits or the maintenance of a minimum net worth imposed by customers under contracts or net worth provisions contained in leases and other agreements, or required by insurance, surety or bonding companies, entered into in the ordinary course of business;

        (xii) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all of Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; provided that such restrictions apply solely to the Capital Stock or assets of the Restricted Subsidiary that is being sold;

        (xiii) restrictions arising in connection with a Qualified Securitization Transaction (including limitations set forth in the governing documents of a Special Purpose Vehicle);

        (xiv) customary restrictions under mortgage or construction financing or development agreements; and

        (xv) agreements governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iii) or (v) above or any agreement amending, supplementing or replacing any agreement referred to in clauses (vi) or (vii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement are no less favorable to the Company, such Restricted Subsidiary or to the Holders as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the original agreement on the Issue Date.

Section 4.17.    Limitation on Restricted and Unrestricted Subsidiaries.

        (a)   The Board of Directors of the Company may, if no Default or Event of Default shall have occurred and be continuing or would arise therefrom, designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would be permitted by this Indenture, including the provisions of Sections 4.9 and 4.10 above. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary,

        (i)    an "Investment" shall be deemed to have been made at the time any Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary in an amount (proportionate to the Company's equity interest in such Subsidiary) equal to the Fair Market Value of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated as an Unrestricted Subsidiary;

        (ii)   at any date, the aggregate amount of all Restricted Payments made as Investments since the Issue Date shall exclude and be reduced by an amount (proportionate to the Company's equity interest in such Subsidiary) equal to the Fair Market Value of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, not to exceed, in the case of any such redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the amount of Investments previously made by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary; and

        (iii)  any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

Notwithstanding the foregoing, the Board of Directors of the Company may not designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if, after any such designation, such Subsidiary owns any Capital Stock of, or holds any Lien on any property of, the Company or any Restricted Subsidiary of the Company. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by the filing with the Trustee of a Board Resolution of the Company giving effect to such designation or redesignation and an Officers' Certificate certifying that such designation or redesignation complied with the foregoing conditions and setting forth in reasonable detail the underlying calculations. If any Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with this covenant, such

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Restricted Subsidiary's guarantee will be automatically discharged and released; provided, that such designation is made in accordance with the terms of the Indenture.

        (b)   The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under the covenant described under the provisions of Section 4.9 above, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (2) no Default or Event of Default shall have occurred and be continuing or would arise therefrom; and (3) such Subsidiary, if a Domestic Subsidiary, assumes by execution of a supplemental indenture all of the obligations of a Guarantor under a guarantee if required under Section 4.18.

        (c)   Subsidiaries of the Company that are not designated by the Board of Directors of the Company as Restricted Subsidiaries or Unrestricted Subsidiaries will be deemed to be Restricted Subsidiaries of the Company.

Section 4.18.    Additional Subsidiary Guarantees.

        (a)   Each Domestic Subsidiary that is a Material Domestic Subsidiary shall, not later than the date it becomes a Material Domestic Subsidiary, (a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture and (b) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. After the execution and delivery of such supplemental indenture, such Material Domestic Subsidiary shall be a Guarantor for all purposes of the Indenture.

        (b)   If any of the Company's Restricted Subsidiaries that is not a Guarantor guarantees any Indebtedness of the Company or any Restricted Subsidiary, then, regardless of whether such Restricted Subsidiary is a Material Domestic Subsidiary, not later than the date such Restricted Subsidiary guarantees such Indebtedness of the Company or any Restricted Subsidiary, such Restricted Subsidiary shall (a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture and (b) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. After the execution and delivery of such supplemental indenture, such Restricted Subsidiary shall be a Guarantor for all purposes of the Indenture.

Section 4.19.    Conduct of Business.

        (a)   The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, engage in any businesses other than a Permitted Business.

Section 4.20.    Prohibition on Incurrence of Senior Subordinated Debt.

        The Company will not, directly or indirectly, incur or suffer to exist Indebtedness that by its terms is senior in right of payment to the Notes and subordinate in right of payment to any other Indebtedness of the Company. No Guarantor shall, directly or indirectly, incur or suffer to exist Indebtedness that by its terms is senior in right of payment to the guarantees and subordinate in right of payment to any other Indebtedness of such Guarantor.

Section 4.21.    Notice of Defaults.

        The Company shall give notice to the Trustee, promptly, and in any event within five days, upon becoming aware thereof, written notice in the form of an Officers' Certificate of any Default or Event of Default or an event which, with notice or the lapse of time or both would constitute an Event of Default hereunder, its status and what action the Company is taking or proposes to take with respect thereto.

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Section 4.22.    Maintenance of Properties.

        Subject to Section 4.13, the Company shall cause, and shall cause its Restricted Subsidiaries to cause, all material properties owned, leased or licensed in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof and thereto, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times while any Notes are outstanding; provided, however, that nothing in this Section 4.22 shall prevent the Company from doing otherwise if, in the judgment of the Company, the same is desirable in the conduct of the Company's business and is not, and will not be, adverse in any material respect to the Holders.

Section 4.23.    Further Instruments and Acts.

        Upon request of the Trustee, the Company and the Guarantors shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

ARTICLE 5.
SUCCESSORS

Section 5.1. Merger, Consolidation or Sale of Assets.

        (a)   The Company will not, directly or indirectly, in a single transaction or series of related transactions: (1) consolidate or merge with or into any Person, or (2) sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) to another Person, unless:

        (i)    either (a) the Company shall be the surviving or continuing corporation or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia,

        (ii)   the Surviving Entity shall expressly assume as primary obligor, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed, as the case may be;

        (iii)  immediately after giving effect to such transaction and the assumption contemplated by clause (ii) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.9;

        (iv)  immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred, any Disqualified Capital Stock outstanding or anticipated to be outstanding and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and

        (v)   the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

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For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

        (b)   Each Guarantor (other than any Guarantor whose guarantee is to be released in accordance with the terms of the guarantee and the Indenture in connection with any transaction complying with the provisions of the Indenture described under Section 4.13) will not, and the Company will not cause or permit any Guarantor to consolidate with or merge with or into (whether or not the Guarantor is the Surviving Entity) any Person other than the Company or another Guarantor that is a Wholly-Owned Restricted Subsidiary, unless:

        (i)    the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia;

        (ii)   the Surviving Entity assumes by execution of a supplemental indenture all of the obligations of the Guarantor under its guarantee;

        (iii)  immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

        (iv)  immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.9.

Any merger or consolidation of a Guarantor with and into the Company (with the Company being the Surviving Entity) or another Guarantor that is a Wholly-Owned Restricted Subsidiary need only comply with clause (a)(v) of this covenant.

Section 5.2. Successor Corporation Substituted.

        (a)   Each Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company or a Guarantor under the Indenture and the Notes with the same effect as if such Surviving Entity had been named as such and the Company or the Guarantor, as the case may be, shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its guarantee, as the case may be, and all of the Company's or the Guarantor's other obligations and covenants under the Notes, the Indenture and the guarantee, if applicable.

ARTICLE 6.
DEFAULTS AND REMEDIES

Section 6.1. Events of Default.

        Each of the following is an Event of Default:

        (a)   failure to pay any interest upon any of the Notes when due and payable, if the failure continues for 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);

        (b)   a default in the payment of the principal of and premium, if any, on any of the Notes when due, including on a redemption date or otherwise, including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);

        (c)   failure to pay when due the principal of or interest on Indebtedness for money borrowed by the Company or its Subsidiaries in excess of $10 million beyond the grace period, if any, provided in the instrument or agreement under which such Indebtedness was created, or the acceleration of that Indebtedness;

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        (d)   a default by the Company in the performance, or breach, of any of our other covenants in the Indenture, which are not remedied by the end of a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes (except in the case of a default with respect to Section 5.1, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

        (e)   one or more judgments in an aggregate amount in excess of $10 million shall have been rendered against the Company or any of its Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;

        (f)    any of the guarantees ceases to be in full force and effect or any of the guarantees are declared to be null and void or invalid and unenforceable or any of the Guarantors denies or disaffirms its liability under its guarantee (other than by reason of the release of a Guarantor in accordance with the terms of the Indenture);

        (g)   the Company or any Material Domestic Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

        (i)    commences a voluntary case or proceeding;

        (ii)   consents to the entry of an order for relief against it in an involuntary case or proceeding;

        (iii)  consents to the appointment of a Custodian of it or for all or substantially all of its assets;

        (iv)  makes a general assignment for the benefit of its creditors; or

        (h)   a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

        (i)    is for relief against the Company or any Material Domestic Subsidiary in an involuntary case or proceeding;

        (ii)   appoints a Custodian of the Company or any Material Domestic Subsidiary or for all or substantially all of the assets of any of them; or;

        (iii)  orders the liquidation of the Company or any Material Domestic Subsidiary.

and such order or decree remains unstayed and in effect for 60 consecutive days.

        For purposes of this Section 6.1, the term "Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

Section 6.2. Acceleration.

        If any Event of Default (other than those of the type described in Section 6.1(g) or (h)) occurs and is continuing, either the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of all the Notes, together with all accrued and unpaid interest, and premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the "Acceleration Notice"), and the same shall become immediately due and payable.

        In the case of an Event of Default specified in Section 6.1(g) or (h) hereof, all outstanding principal amount of the Notes, together with all accrued and unpaid interest, and premium, if any, shall become due and payable immediately without further action or notice by the Trustee or the Holders.

        At any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequences if:

        (a)   the rescission would not conflict with any judgment or decree of a court of competent jurisdiction;

        (b)   all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely by reason of such declaration of acceleration;

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        (c)   to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid;

        (d)   the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and

        (e)   in the event of the cure or waiver of an Event of Default of the type described in Section 6.1(g) or (h), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Event of Default has been cured or waived.

No rescission shall affect any subsequent Default or impair any consequences thereon.

        In the event of a declaration of acceleration with respect to the Notes because of an Event of Default of the type described in Section 6.1(c) has occurred and is continuing, the declaration of acceleration of the Notes and its consequences shall be automatically annulled, rescinded and cancelled and if:

        (a)   the holder of such Indebtedness described in Section 6.1(c) has rescinded the declaration of acceleration in respect of the Indebtedness within 30 days of the date of the declaration;

        (b)   the rescission would not conflict with any judgment or decree of a court of competent jurisdiction;

        (c)   all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely by reason of such declaration of acceleration;

        (d)   to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; and

        (e)   the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances.

No rescission shall affect any subsequent Default or impair any consequences thereon.

        In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.7 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to August 15, 2008 by reason of any willful action (or inaction) taken (or not taken) by the Company or on the Company's behalf with the intention of avoiding the prohibition on redemption of the Notes prior to August 15, 2008, then the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Section 6.3. Other Remedies.

        If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies shall be cumulative to the extent permitted by law.

Section 6.4. Waiver of Past Defaults.

        The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default, and its consequences, except a continuing Default or Event of Default in the payment of the principal of or interest on the Notes. Upon any waiver of a Default or Event of Default, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed cured for every purpose of this

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Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Section 6.5. Control by Majority.

        Subject to Section 7.1, Section 7.2(f) (including the Trustee's receipt of the security or indemnification described therein) and Section 7.7 hereof, in case an Event of Default shall occur and be continuing, the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or is unduly prejudicial to the rights of other Holders of Notes.

Section 6.6. Limitation on Suits.

        No Holder shall have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

        (a)   such Holder has previously given to the Trustee written notice of a continuing Event of Default or the Trustee receives the notice from the Company;

        (b)   Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request to the Trustee to pursue a remedy;

        (c)   Holder of a Note or Holders of Notes offer, and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

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        (d)   the Trustee shall have failed to comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

        (e)   during the 60-day period the Holders of a majority in principal amount of the Notes then outstanding shall not have given the Trustee a direction inconsistent with the request.

        The preceding limitations shall not apply to a suit instituted by a Holder for enforcement of payment of principal of, and premium, if any, or interest on, a Note on or after the respective due dates for such payments set forth in such Note.

        A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.7.    Rights of Holders to Receive Payment.

        Notwithstanding any other provision of this Indenture (including, without limitation, Section 6.6 hereof), the right of any Holder to receive payment of principal, premium, if any, and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes (including in connection with an Offer to Purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.8.    Collection Suit by Trustee.

        If an Event of Default specified in Section 6.1(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest then due and owing (together with interest on overdue principal and, to the extent lawful, interest) and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.9.    Trustee May File Proofs of Claim.

        The Trustee shall be authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, moneys, securities and any other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.10.    Priorities.

        Any money collected by the Trustee pursuant to this Article 6 and, after an Event of Default, any other money or property distributable in respect of the Company's and any Guarantor's obligations under this Indenture shall be paid in the following order:

        First:    to the Trustee (including any predecessor Trustee), its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

        Second:    to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

        Third:    to the Company or such Guarantor or to such party as a court of competent jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid.

Section 6.11.    Undertaking for Costs.

        In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 shall not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. This Section 6.11 shall be in lieu of Section 315(c) of the TIA and such Section 315(c) is hereby expressly excluded from this Indenture as permitted by the TIA.

Section 6.12.    Restoration of Rights and Remedies.

        If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.13.    Rights and Remedies Cumulative.

        No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.14.    Delay or Omission Not Waiver.

        No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such

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Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE 7.
TRUSTEE

Section 7.1.    Duties of Trustee.

        (a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

        (b)    Except during the continuance of an Event of Default:

        (i)    the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

        (ii)    in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

        (c)    The Trustee may not be relieved, and no provision of this Indenture shall be construed to relieve the Trustee, from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

        (i)    this paragraph does not limit the effect of paragraph (b) of this Section 7.1;

        (ii)    the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

        (iii)    the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and

        (iv)    no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

        (d)    The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against any loss, liability, expense or fee.

        (e)    Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.1.

        (f)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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Section 7.2.    Rights of Trustee.

        Subject to Section 7.1:

        (a)    The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

        (b)    Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, it may require an Officers' Certificate or an Opinion of Counsel, which shall conform to Section 13.4 (b). The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel.

        (c)    The Trustee may act through its agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

        (d)    The Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

        (e)    Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written Company request or Officers' Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

        (f)    The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

        (g)    The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

        (h)    The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

        (i)    The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

        (j)    The Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers of the Company authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

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Section 7.3.    Individual Rights of Trustee.

        The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Sections 7.10 and 7.11.

Section 7.4.    Trustee's Disclaimer.

        The Trustee makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes, and it shall not be responsible for the recitals contained herein or any statement in the Notes other than its certificate of authentication.

Section 7.5.    Notice of Default or Events of Default.

        If a Default or an Event of Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each Holder notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or an Event of Default in payment of the principal of or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of Holders.

Section 7.6.    Reports by Trustee to Holders.

        If such report is required by TIA 313, within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with TIA 313(a). The Trustee also shall comply with TIA 313(b)(2) and (c).

        A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the SEC and each stock exchange, if any, on which the Notes are listed. The Company shall notify the Trustee whenever the Notes become listed on or delisted from any stock exchange and any changes in the stock exchanges on which the Notes are listed.

Section 7.7.    Compensation and Indemnity.

        The Company shall pay to the Trustee from time to time such compensation for its services hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Company shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses may include the reasonable compensation, disbursements and expenses of Trustee's agents and counsel.

        The Company shall indemnify the Trustee or any predecessor Trustee and their agents for, and hold them harmless against, any loss, liability or expense incurred by it in connection with its duties under this Indenture or any action or failure to act as authorized or within the discretion or rights or powers conferred upon the Trustee hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. The Trustee shall have the option of undertaking the defense of such claims at the Company's expense and may have separate counsel. The reasonable fees and expenses of such counsel shall be paid by the Company. The Company need not pay for any settlement without its written consent, which consent shall not be unreasonably withheld or delayed.

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        The Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by it through its own negligent action, negligent failure to act or willful misconduct.

        When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(g) or (h) occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law.

        The Trustee shall have a Lien prior to the Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.7, except with respect to funds held in trust for the benefit of the Holders of particular Notes.

        The provisions of this Section 7.7 shall survive the termination of this Indenture.

Section 7.8.    Replacement of Trustee.

        The Trustee may resign by so notifying the Company; provided, however, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.8. The Holders of a majority in principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee with the Company's written consent. The Company may remove the Trustee if:

        (A)    the Trustee fails to comply with Section 7.10;

        (B)    the Trustee is adjudged a bankrupt or an insolvent;

        (C)    a receiver or other public officer takes charge of the Trustee or its property; or

        (D)    the Trustee becomes incapable of acting as trustee.

        If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.

        If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company's expense), the Company or the Holders of 10% in principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

        If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee and be released from its obligations (exclusive of any liabilities Trustee may have incurred while acting as Trustee) hereunder, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder.

        Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

Section 7.9.    Successor Trustee by Merger, Etc.

        If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets (including the administration of this Indenture) to, another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee; provided such transferee corporation shall qualify and be eligible under Section 7.10.

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Section 7.10.    Eligibility; Disqualification.

        There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust process, having (together with any Person directly or indirectly controlling the Trustee) a combined capital and surplus of at least $25,000,000, subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 7.10, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, it shall resign immediately in the manner and with the effect specified above in this Article 7.

Section 7.11.    Preferential Collection of Claims Against Company.

        The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

ARTICLE 8.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.    Option to Effect Legal Defeasance or Covenant Defeasance.

        The Company may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth in this Article 8.

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Section 8.2.    Legal Defeasance and Discharge.

        Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its Obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance") and each Guarantor shall be released from all of its Obligations under its guarantee. For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a), (b) and (d) below, and to have satisfied all its other Obligations under the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest on such Notes when such payments are due, (b) the Company's Obligations with respect to such Notes under Sections 2.3, 2.6, 2.7 and 2.10 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including under Section 7.7) and the Company's and the Guarantors' Obligations in connection therewith and (d) this Article 8. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

Section 8.3.    Covenant Defeasance.

        Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from its Obligations under the covenants contained in Sections 4.3, 4.5, 4.6 and 4.9 through 4.21 hereof, and the operation of Sections 5.1(a)(iii) and 5.1(b)(iv) hereof, with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, "Covenant Defeasance") and each Guarantor shall be released from all of its Obligations under its guarantee with respect to such covenants in connection with such outstanding Notes and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Notes may not be accelerated because of an Event of Default specified in clause (c), (d) and (e), (g) (with respect to non-Guarantor Material Domestic Subsidiaries only) and (h) (with respect to non-Guarantor Material Domestic Subsidiaries only) of such Section 6.1 or because of the Company's or a Guarantor's failure to comply with Sections 5.1(a)(iii) or 5.1(b)(iv) hereof.

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Section 8.4.    Conditions to Legal or Covenant Defeasance.

        The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Notes.

        In order to exercise Legal Defeasance or Covenant Defeasance:

        (a)   the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in United States dollars, non-callable United States government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

        (b)   in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and, in either case, that the Holders will be subjected to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (c)   in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (d)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes concurrently with such incurrence);

        (e)   such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

        (f)    the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and

        (g)   the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

        In the case of Legal Defeasance, the note guarantees, if any, shall terminate and in the case of Covenant Defeasance the note guarantees, if any, shall terminate with respect to such covenants.

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Section 8.5.    Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

        Subject to Section 8.6 hereof, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, premium, if any, and interest but such cash and securities need not be segregated from other funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

        Anything in this Article 8 to the contrary notwithstanding, except in the case of an Event of Default, the Trustee shall deliver or pay to the Company, subject, nevertheless, to the Lien provided for in Section 7.7, from time to time upon the request of the Company any cash or non-callable Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent certified public accountants of recognized international standing expressed in a written certification thereof delivered to the Trustee (which may be the certification delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.6.    Repayment to Company.

        The Trustee shall promptly, and in any event, no later than thirty (30) Business Days, pay to the Company after request therefor any excess money held with respect to the Notes at such time in excess of amounts required to pay any of the Company's Obligations then owing with respect to the Notes.

        Any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for one year after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company.

Section 8.7.    Reinstatement.

        If the Trustee or Paying Agent is unable to apply any cash or non-callable Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case may be, because the amount deposited was insufficient to pay the principal or premium, if any, and interest on the Notes when due or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's and the Guarantors' Obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to

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Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such cash and securities in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its Obligations, the Company shall be subrogated to the rights of the Holders to receive such payment from the cash and securities held by the Trustee or Paying Agent.

ARTICLE 9.
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.    Without Consent of Holders of Notes.

        Notwithstanding Section 9.2 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder:

        (a)    to cure any ambiguity, omission, defect or inconsistency in the Indenture;

        (b)    to evidence a successor to the Company or any Guarantor, as applicable, and the assumption by the successor of its obligations under the Indenture, the Notes or its guarantee, as applicable;

        (c)    to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture;

        (d)    to make any change that would provide additional rights or benefits to the Holders or that does not adversely affect rights of any Holder;

        (e)    to comply with any requirement in connection with the qualification of the Indenture under the TIA;

        (f)    to add a Guarantor that will unconditionally guarantee the Notes or release any Guarantor as provided or permitted by the terms of the Indenture;

        (g)    to complete or make provision for certain other matters contemplated by the Indenture; or

        (h)    to provide for uncertificated Notes in addition to or in place of certificated Notes.

Section 9.2.    With Consent of Holders of Notes.

        Except as provided below in this Section 9.2, the Company, a Guarantor and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest, if any, on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, the Notes).

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        Without the consent of each Holder, an amendment or waiver under this Section 9.2 may not (with respect to any Notes held by a non-consenting Holder):

        (a)    change the stated maturity of the principal of, or any installment of interest on, any Note;

        (b)    reduce the principal amount of, or the premium or rate of interest on, any Note;

        (c)    extend the time for payment of any interest on any Note;

        (d)    change the currency in which the principal of, or any premium or interest on, any Note is payable;

        (e)    impair the right to institute suit for the enforcement of any payment on or with respect to any Note when due;

        (f)    modify the redemption provisions of the Indenture in a manner adverse to the Holders;

        (g)    modify the subordination provisions of the Indenture in a manner adverse to the Holders;

        (h)    modify the provisions of the Indenture relating to the Company's requirement to offer to repurchase Notes upon a Change of Control or an Asset Sale in a manner adverse to the Holders;

        (i)    reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend the Indenture or to consent to any waiver provided for in the Indenture;

        (j)    waive a default in the payment of principal of, or any premium or interest on, any Note; or

        (k)    release any Guarantor from any of its obligations under its guarantee or the Indenture other than in accordance with the terms of the Indenture.

        It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

        After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Section 9.3.    Compliance with Trust Indenture Act.

        Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.4.    Revocation and Effect of Consents.

        Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion thereof that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver shall become effective in accordance with its terms and thereafter shall bind every Holder.

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Section 9.5.    Notation on or Exchange of Notes.

        The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

        Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.6.    Trustee to Sign Amendments, etc.

        The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to customary exceptions and that such amended or supplemental indenture complies with the provisions hereof (including Section 9.3 hereof).

ARTICLE 10.
GUARANTEES

Section 10.1.    Guarantee.

        Subject to the provisions of this Articles 10 and Article 11 hereof, the Guarantors hereby unconditionally guarantee, jointly and severally, on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns the due and punctual payment of the principal of, premium, if any, and interest on the Notes, subject to any applicable grace periods, whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and to the extent permitted by law, interest, and the due and punctual performance of all other Obligations of the Company to the Holders and the Trustee under this Indenture, the Registration Rights Agreement or any other agreement with or for the benefit of the Holder or the Trustee, all in accordance with the terms hereof and thereof. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

        Each Guarantor hereby agrees that its Obligations with regard to its guarantee shall be joint and several, unconditional, irrespective of the validity or enforceability of the Notes or the Obligations of the Company under this Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Company or any other obligor with respect to this Indenture, or the Notes, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including, but not limited to: (a) any right to require any of the Trustee, the Holders or the Company (each a "Benefited Party"), as a condition of payment or performance by such Guarantor, to first (1) proceed against the Company, any other Guarantor or any other Person, (2) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (4) pursue any other remedy in the

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power of any Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company, including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the Obligations under the guarantees; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Benefited Party's errors or omissions in the administration of the Obligations under the guarantees, except behavior which amounts to bad faith; (e)(1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the guarantees and any legal or equitable discharge of such Guarantor's Obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the guarantees, notices of Default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted under applicable law, the benefits of any "One Action" rule; and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate Guarantors or sureties, or which may conflict with the terms of the guarantees. Except to the extent expressly provided herein, including Sections 8.2, 8.3 and 10.5 hereof, each Guarantor hereby covenants that its guarantee shall not be discharged except by complete performance of the Obligations contained in its guarantee and this Indenture.

        If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

        Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 6.2 hereof for the purposes of this guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such Obligations as provided in Section 6.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the guarantee.

        Each Guarantor agrees, and each Holder by accepting a guarantee agrees, that the Obligations of each Guarantor under its guarantee pursuant to this Article 10, other than its obligation in respect of amounts due under Section 7.7, shall be junior and subordinated to the Guarantor Senior Indebtedness of such Guarantor (including without limitation, guarantees of Obligations arising under the Credit Agreement) on the same basis as the Notes are junior and subordinated to the Senior Indebtedness. For purposes of the foregoing sentence, the Trustee and the Holders shall have the rights to receive and/or retain payments by any of the Guarantors, or to take or sustain any enforcement actions with respect to such guarantees, only at such time as they may receive and/or retain payments or undertake and sustain enforcement actions in respect of the Notes pursuant to Article 11.

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Section 10.2.    Limitation on Guarantor Liability.

        Each Guarantor, and each Holder by its acceptance of Notes, hereby confirms that it is the intention of all such parties that the guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or other applicable law.

Section 10.3.    Execution and Delivery of Guarantee.

        To evidence its guarantee set forth in Section 10.1 hereof, each Guarantor hereby agrees that a notation of such guarantee in substantially the form included in Exhibit D attached hereto shall be endorsed by an executive officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an executive officer of such Guarantor.

        Each Guarantor hereby agrees that its guarantee set forth in Section 10.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such guarantee.

        If an officer whose signature is on this Indenture or on the guarantee no longer holds that office at the time the Trustee authenticates the Note on which a guarantee is endorsed, the guarantee shall be valid nevertheless.

        The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the guarantee set forth in this Indenture on behalf of the Guarantors.

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Section 10.4.    Guarantors May Consolidate, etc., on Certain Terms.

        Except as otherwise provided in Section 10.5 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving person) another Person whether or not affiliated with such Guarantor unless:

        (a)    subject to Section 10.5 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the Obligations of such Guarantor, pursuant to a supplemental indenture under this Indenture, the guarantee and any Registration Rights Agreements on the terms set forth herein or therein; and

        (b)    Guarantor complies with the requirements of Article 5 hereof.

        In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, of the guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor Person shall succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such guarantees had been issued at the date of the execution hereof.

        Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 10.5.    Releases of Guarantees.

        (a)   In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary or a parent of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any Obligations under its guarantee; provided that such merger, sale or disposition is done in compliance with the terms of this Indenture and the Net Proceeds of such sale or other disposition shall be subject to all applicable provisions of this Indenture, including without limitation (if applicable), Section 4.13 hereof; provided further that all obligations of the Guarantor under all of its guarantee of, and under all of its pledges of assets or other security interest which secure, any Indebtedness of the Company or any of its Subsidiaries shall also terminate upon such release, sale or transfer. If a Restricted Subsidiary which is a Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.16 hereof, such Guarantor shall be released and relieved of any Obligations under its guarantee; provided that all obligations of the Guarantor under all of its guarantee of, and under all of its pledges of assets or other security interest which secure, any Indebtedness of the Company or any of its Subsidiaries shall also terminate upon such release, sale or transfer. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition or designation was made by the Company in accordance with the provisions of this Indenture, including without limitation (if applicable)

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Section 4.13 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its Obligations under its guarantee.

        (b)   In the event that the Company shall have attained Investment Grade Status, the Guarantors' Obligations under their guarantees shall be released and relieved, upon their request or upon the Company's request, so long as (1) no Default or Event of Default under the Indenture shall have occurred and be continuing, (2) no default or event of default under the Credit Agreement shall have occurred and be continuing and (3) all the obligations of the Guarantors pursuant to their guarantees under the Credit Agreement shall have been released or shall be released concurrently with the requested release of the guarantees. The Company shall deliver to the Trustee an Officers' Certificate stating that such officers have no knowledge of any default or event of default under the Credit Agreement or any Default or Event of Default under the Indenture. Upon such delivery of an Officers' Certificate and the delivery of any other documents reasonably required by the Trustee, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantors from its Obligations under its guarantee.

        (c)   Any Guarantor not released from its Obligations under its guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guarantor under this Indenture.

Section 10.6.    Severability.

        In case any provision of this guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.7.    Waiver of Stay, Extension or Usury Laws.

        Each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any state or extension law or any usury law or other law that would prohibit or forgive each such Guarantor from performing its guarantee as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or performance of this Indenture; and (to the extent that it may lawfully do so) each such Guarantor hereby expressly waives all benefits or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 11.
SUBORDINATION

Section 11.1.    Agreement to Subordinate.

        The Company and each Guarantor covenants and agrees, and each Holder of Notes by his acceptance thereof likewise covenants and agrees, that all Notes and guarantees are subject to the provisions of this Article 11; and each Person holding any Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions and acknowledges that such provisions are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness and Guarantor Senior Indebtedness.

        Each Holder of Notes authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders of Notes and the holders of Senior Indebtedness and

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Guarantor Senior Indebtedness as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes.

        The payment of the principal of, premium, if any, and interest on and any other payment due pursuant to this Indenture or any Notes issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness and Guarantor Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed.

        Each Holder by accepting a Note acknowledges and agrees that the subordination provision set forth in this Article 11 are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company or Guarantor Senior Indebtedness of each Guarantor, whether such Senior Indebtedness or Guarantor Senior Indebtedness was created before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness or Guarantor Senior Indebtedness, and such holder of Senior Indebtedness or Guarantor Senior Indebtedness shall be deemed conclusively to have relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness, and such holder is made an obligee hereunder and may enforce directly such subordination provisions.

Section 11.2.    Notes Subordinated To Prior Payment Of All Senior Indebtedness On Dissolution, Liquidation, Reorganization, Etc., Of The Company.

        Upon any payment or distribution of the assets of the Company of any kind or character, whether in cash, property or securities (including any collateral at any time securing the Notes), to creditors of the Company or the relevant Guarantor upon any dissolution, winding-up, total or partial liquidation, or reorganization of the Company or a Guarantor (whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization, liquidation, or receivership proceedings, or upon an assignment for the benefit of creditors, or any marshalling of the assets of the Company or a Guarantor, or upon any similar proceedings), then in such event:

        (a)   all Senior Indebtedness (including principal thereof and interest thereon) shall first be paid in full before any Payment of the Notes by the Company (as defined in Section 11.5) is made;

        (b)   all Guarantor Senior Indebtedness (including principal thereof and interest thereon) shall first be paid in full before any Payment of the Notes by such Guarantor (as defined in Section 11.5) is made;

        (c)   any payment or distribution of assets of the Company or any Guarantor of any kind or character, whether in cash, property or securities (including any collateral at any time securing the Notes), to which the Holders or the Trustee on behalf of the Holders would be entitled except for the provisions of this Article 11, including any such payment or distribution which may be payable or deliverable by reason of the payment of another debt of the Company or a Guarantor being subordinated to the payment of the Notes, shall be paid or delivered by any debtor, Custodian or other person making such payment or distribution, directly to the holders of the Senior Indebtedness or the Guarantor Senior Indebtedness, as the case may be, or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness or Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of and interest on the Senior Indebtedness or Guarantor Senior Indebtedness held or represented by each, for application to payment of all Senior Indebtedness and all Guarantor Senior Indebtedness or such Guarantor remaining unpaid, to the extent necessary to pay all Senior Indebtedness and Guarantor Senior Indebtedness of such Guarantor in full after giving effect to any concurrent payment or distribution, or provision therefor, to the holders of such Senior Indebtedness and Guarantor Senior Indebtedness;

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        (d)   in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution (subject to the provisions of Sections 11.6 and 11.7) shall be held in trust for the benefit of, and shall be immediately paid or delivered by the Trustee or such Holders, as the case may be, to the holders of Senior Indebtedness remaining unpaid, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Senior Indebtedness; and

        (e)   in the event that, notwithstanding the foregoing provisions of this Section 11.2, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders before all Guarantor Senior Indebtedness is paid in full, such payment or distribution (subject to the provisions of Sections 11.6 and 11.7) shall be held in trust for the benefit of, and shall be immediately paid or delivered by the Trustee or such Holders, as the case may be, to the holders of the Guarantor's Guarantor Senior Indebtedness remaining unpaid, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the principal of and interest on the Guarantor Senior Indebtedness held or represented by each, for application to the payment of all Guarantor Senior Indebtedness remaining unpaid, to the extent necessary to pay all Guarantor Senior Indebtedness in full after giving effect to any concurrent payment or distribution, or provision therefor, to or for the holders of such Guarantor Senior Indebtedness.

        The Company shall give prompt notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of the Company or any Guarantor.

        Upon any prepayment, payment or distribution of assets of the Company or any Guarantor referred to in this Article 11, the Trustee, subject to the provisions of Sections 7.1 and 7.2, and the Holders shall be entitled to conclusively rely upon any order or decree by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceeding is pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, or the holders of Guarantor Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11; provided that the foregoing shall apply only if such court, trustee, liquidating trustee or other person has been fully apprised of the provisions of this Article.

Section 11.3.    Holders To Be Subrogated To Right Of Holders Of Senior Indebtedness and Guarantor Senior Indebtedness.

        Subject to the prior payment in full of all Senior Indebtedness and Guarantor Senior Indebtedness, the Holders shall be subrogated (equally and ratably with the holders of all Indebtedness of the Company and the Guarantors which by its express terms is subordinated to Indebtedness of the Company and the Guarantors to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness and Guarantor Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness or to receive payments or distributions of assets of the Guarantor applicable to the Guarantor Senior Indebtedness until the principal of and interest on the Notes shall be paid in full, and for purposes of such subrogation, no payments or distributions to the holders of Senior

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Indebtedness or Guarantor Senior Indebtedness of assets, whether in cash, property or securities, distributable to the holders of Senior Indebtedness or Guarantor Senior Indebtedness under the provisions hereof to which the Holders would be entitled except for the provisions of this Article 11, and no payment pursuant to the provisions of this Article 11 to the holders of Senior Indebtedness and Guarantor Senior Indebtedness by the Holders shall, as among the Company, the Guarantors, their respective creditors other than the holders of Senior Indebtedness or Guarantor Senior Indebtedness, and the Holders, be deemed to be a payment by the Company to or on account of Senior Indebtedness or a payment by such Guarantor to or on account of Guarantor Senior Indebtedness, it being understood that the provisions of this Article 11 are, and are intended, solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness and Guarantor Senior Indebtedness, on the other hand.

Section 11.4.    Obligations of the Company and the Guarantors Unconditional.

        Nothing contained in this Article 11 or elsewhere in this Indenture or in any Note is intended to or shall impair the obligation of the Company or any Guarantor, which is absolute and unconditional, to pay to the Holders the principal of and interest on the Notes, as and when the same shall become due and payable in accordance with the terms of the Notes, or to affect the relative rights of the Holders and other creditors of the Company or any Guarantor other than the holders of Senior Indebtedness and Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon the happening of an Event of Default under this Indenture, subject to the provisions of Article 6, and the rights, if any, under this Article 11 of the holders of Senior Indebtedness and Guarantor Senior Indebtedness in respect of assets, whether in cash, property or securities, of the Company or any Guarantor received upon the exercise of any such remedy.

Section 11.5.    Company Not To Make Payment With Respect To Notes In Certain Circumstances.

        Upon the occurrence of a payment default on any Senior Indebtedness or Guarantor Senior Indebtedness, unless and until the amount of Senior Indebtedness or Guarantor Senior Indebtedness affected by such payment default then due shall have been paid in full, or such default shall have been cured or waived or shall have ceased to exist, the Company or the Guarantor shall not pay principal of, premium, if any, or interest on the Notes or any other amount due pursuant to this Indenture or any Notes or make any deposit pursuant to Article 3 or Sections 8.1 or 12.1 and shall not repurchase, redeem or otherwise retire any Notes (collectively, "Payment of the Notes").

        Unless Section 11.2 shall be applicable, upon (1) the occurrence of a default on Designated Senior Indebtedness (other than a payment default) that occurs and is continuing that permits the holders of such Designated Senior Indebtedness (or their representative or representatives) to accelerate its maturity and (2) receipt by the Company and the Trustee from the holder or representative of such Designated Senior Notice of written notice of such occurrence, neither the Company nor any Guarantor shall make any Payment of the Notes for a period (the "Payment Blockage Period") commencing on the earlier of the date of receipt by the Company or the Trustee of such notice from the holder or representative of such Designated Senior Indebtedness and ending on the earlier of (subject to any blockage of payments that may then be in effect under this Section 11.5) (x) the date 179 days after such date, (y) the date such default shall have been cured or waived in writing or shall have ceased to exist or such Designated Senior Indebtedness shall have been discharged, or (z) the date such Payment Blockage Period shall have been terminated by written notice to the Company or the Trustee from the holder or representative of such Designated Senior Indebtedness, after which, in case of clause (x), (y) or (z), as the case may be, the Company shall resume making any and all required payments. Notwithstanding any other provision of this Indenture, only one Payment Blockage Period may be commenced within any consecutive 365-day period, and no event of default with respect

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to any Designated Senior Indebtedness which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to such Designated Senior Indebtedness shall be, or can be made, the basis for the commencement of a second Payment Blockage Period whether or not within a period of 365 consecutive days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. In no event will a Payment Blockage Period extend beyond 179 days.

        In the event that, notwithstanding the foregoing provisions of this Section 11.5, any payment of the Notes shall be made by or on behalf of the Company or any Guarantor and received by the Trustee, any Holder or any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), which payment was prohibited by this Section 11.5, then, unless and until the amount of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, then due, as to which a default shall have occurred, shall have been paid in full, or such default shall have been cured or waived, such payment (subject, in each case, to the provisions of Sections 11.6 and 11.7) shall be held in trust for the benefit of, and shall be immediately paid over to, the holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or their representative or representatives, ratably according to the aggregate amounts remaining unpaid on account of the principal of and interest on the Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, held or represented by each, for application to the payment of all Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, remaining unpaid to the extent necessary to pay all Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be. The Company shall give prompt written notice to the Trustee of any default under any Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or under any agreement pursuant to which Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, may have been issued.

Section 11.6.    Notice To Trustee.

        The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Notes, but failure to give such notice shall not affect the subordination provided in this Article 11 of the Notes to Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee, unless and until the Trustee shall have received written notice thereof from the Company or from the holder or holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or from their representative or representatives; and, prior to the receipt of any such notice, the Trustee, subject to the provisions of Sections 7.1 and 7.2, shall be entitled to assume conclusively that no such facts exist.

        The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a representative of such holder) or Guarantor Senior Indebtedness, as the case may be, to establish that such notice has been given by a holder of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or a representative of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, to participate in any payment or distribution pursuant to this Article 11, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, held by such Person, the extent to which such Person is entitled to participate in

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such payment or distribution and any other facts pertinent to the rights of each Person under this Article 11, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 11.7.    Application By Trustee Of Monies Deposited With It.

        Money or U.S. Government Obligations deposited in trust with the Trustee pursuant to Sections 8.1 and 12.1 and not in violation of this Article 11 shall be for the sole benefit of Holders and shall thereafter not be subject to the subordination provisions of this Article 11. Otherwise, any deposit of monies by the Company with the Trustee or any Paying Agent (whether or not in trust) for the payment of the principal of or interest on any Notes shall be subject to the provisions of Sections 11.1, 11.2, 11.3 and 11.5; except that, if at least three Business Days prior to the date on which by the terms of this Indenture any such monies may become payable for any purpose (including, without limitation, the payment of either the principal of or interest on any security), a Responsible Officer of the Trustee shall not have received with respect to such monies the notice provided for in Section 11.6, then the Trustee or any Paying Agent shall have full power and authority to receive such monies and to apply such monies to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to or after such date. This Section 11.7 shall be construed solely for the benefit of the Trustee and the Paying Agent and shall not otherwise affect the rights that holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, may have to recover any such payments from the Holders in accordance with the provisions of this Article 11.

Section 11.8.    Subordination Rights Not Impaired By Acts Or Omissions Of The Company Or Holders Of Senior Indebtedness.

        No right of any present or future holders of any Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any Guarantor by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company or any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, may, at any time or from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee of the Holders and without impairing or releasing the subordination provisions of the Indenture or the obligations under the Indenture to the holder of the Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or otherwise amend or supplement in any manner, Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, or any instrument evidencing the same or any agreement under which Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be; and (iv) exercise or refrain from exercising any rights against the Company, any Guarantor or any other Person. No amendment of this Article 11 or any defined terms used herein or any other Sections referred to in this Article 11 which adversely affects the rights hereunder of holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, shall be effective unless the holders of such Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be (required

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pursuant to the terms of such Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, to give such consent), have consented thereto.

Section 11.9.    Trustee To Effectuate Subordination.

        Each Holder of a Note by his, her or its acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge and effectuate the subordination provided in this Article 11 and appoints the Trustee his attorney-in-fact for any and all such purposes.

Section 11.10.    Right Of Trustee To Hold Senior Indebtedness.

        The Trustee, in its individual capacity, shall be entitled to all of the rights set forth in this Article 11 in respect of any Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, at any time held by it to the same extent as any other holder of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Nothing in this Article 11 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7.

Section 11.11.    Article 11 Not To Prevent Events Of Default.

        The failure to make a Payment of the Notes or any Guarantor's guarantee of the Notes by reason of any provision in this Article 11 shall not be construed as preventing the occurrence of an Event of Default under Section 6.1.

Section 11.12.    No Fiduciary Duty Created To Holders Of Senior Indebtedness.

        Notwithstanding any other provision in this Article 11, the Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, by virtue of the provisions of this Article 11 or otherwise. With respect to the holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article 11 and no implied covenants or obligations with respect to holders of Senior Indebtedness or Guarantor Senior Indebtedness, as the case may be, shall be read into this Indenture against the Trustee.

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Section 11.13.    Article Applicable To Paying Agents.

        In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article 11 shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article 11 in addition to or in place of the Trustee; provided, however, that Sections 11.6, 11.10 and 11.12 shall not apply to the Company if it acts as Paying Agent.

Section 11.14.    Contractual Subordination.

        This Article 11 represents a bona fide agreement of contractual subordination pursuant to Section 510(b) of the Title 11, U.S. Code.

ARTICLE 12.
SATISFACTION AND DISCHARGE

Section 12.1.    Satisfaction and Discharge.

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when:

        (a)    either

        (i)    all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation, or

        (ii)    all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

        (b)    the Company has paid all other sums payable under the Indenture by the Company; and

        (c)    the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

        Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Holders under Section 4.1 and to the Trustee under Section 7.7 shall survive.

Section 12.2.    Application of Trust Money.

        The Trustee or the Paying Agent shall hold in trust, for the benefit of the Holders, money or Government Securities deposited with it pursuant to Section 12.1, and shall apply the deposited money and the money from Government Securities in accordance with this Indenture to the payment of the principal of, premium, if any, and interest on the Securities. Money and Government Securities so held in trust and deposited in compliance with Section 12.1 and Article 11 shall not be subject to the subordination provisions of Article 11.

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        The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 12.1 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes.

Section 12.3.    Repayment to Company.

        Subject to Section 12.1, the Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money or Government Securities held by them at any time.

        The Trustee and the Paying Agent shall pay, subject to applicable escheatment laws, to the Company upon request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years after a right to such money has matured. After that, Holders entitled to money must look to the Company for payment unless an abandoned property law designates another person.

Section 12.4.    Reinstatement.

        If the Trustee or the Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.1 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.1 until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 12.1; provided, however, that if the Company has made any payment of the principal of or premium or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive any such payment from the money or Government Securities held by the Trustee or the Paying Agent.

ARTICLE 13.
MISCELLANEOUS

Section 13.1.    Trust Indenture Act Controls.

        If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the TIA through operation of Section 318(c) thereof, upon qualification of this Indenture hereunder such imposed duties shall control.

Section 13.2.    Notices.

        Any notice or communication shall be given in writing and delivered by facsimile (with original to follow), in person, by overnight delivery or mailed by first class mail, postage prepaid, addressed as follows:

If to the Company:

GenCorp Inc.
P.O. Box 537012
Sacramento, California 95853-7012
Attention: Terry L. Hall
Facsimile: 916-351-8668

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with a copy to:

Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Christopher Kelly
Facsimile: 216-579-0212

If to the Trustee:

The Bank of New York
101 Barclay Street—8W
New York, New York 10286
Facsimile: 212-815-5707
Attention: Corporate Trust Administration

        Such notices or communications shall be effective when received.

        The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notice or communications.

        Any notice or communication mailed to a Holder shall be mailed by first class mail to such Holder at its address shown on the register kept by the Registrar.

        Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication to a Holder is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 13.3.    Communications By Holders With Other Holders.

        Holders may communicate pursuant to TIA 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and any other person shall have the protection of TIA 312(c).

Section 13.4.    Certificate And Opinion As To Conditions Precedent.

        Upon any request or application by the Company to the Trustee to take any action under this Indenture (except, in the case of clause (b), upon the original issuance of the Notes, other than Additional Notes) the Company shall furnish to the Trustee at the request of the Trustee:

        (a)    an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and

        (b)    an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants compliance with which constitutes a condition precedent) have been complied with.

        (c)    Each Officers' Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (other than annual certificates provided pursuant to Section 6.4) shall include:

        (i)    a statement that the person making such certificate or opinion has read such covenant or condition;

        (ii)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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        (iii)    a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him to express uninformed opinion as to whether or not such covenant or condition has been complied with; and

        (iv)    a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on Officers' Certificates or certificates of public officials.

Section 13.5.    Rules By Trustee, Paying Agent, Registrar.

        The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or the Paying Agent may make reasonable rules for its functions.

Section 13.6.    Legal Holidays.

        A "Legal Holiday" is a Saturday, or a Sunday or a day on which state or federally chartered banking institutions in New York (or, if the Trustee is not located in New York, the state where the Trust Office of the Trustee is located) are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

Section 13.7.    Rules by Trustee and Agents.

        The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.8.    Governing Law.

        The laws of the State of New York shall govern this Indenture and the Notes without regard to principles of conflicts of law.

Section 13.9.    No Adverse Interpretation Of Other Agreements.

        This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10.    Successors.

        All agreements of the Company in this Indenture and the Notes shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.

Section 13.11.    Multiple Counterparts.

        The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent the same agreement.

Section 13.12.    Severability.

        In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

96

Section 13.13.    Table Of Contents, Headings, Etc.

        The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.14.    Qualification of this Indenture.

        The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses (including attorneys' fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA.

[Signatures on following page]

97

SIGNATURES

Dated: August 11, 2003

Company: GENCORP INC.
By:	/s/ Terry L. Hall
Name: Terry L. Hall Title: President and Chief Executive Officer
Guarantors: AEROJET-GENERAL CORPORATION
By:	/s/ Michael F. Martin
Name: Michael F. Martin Title: President
AEROJET ORDNANCE TENNESSEE, INC.
By:	/s/ Michael F. Martin
Name: Michael F. Martin Title: Chairman
GENCORP PROPERTY INC.
By:	/s/ Terry L. Hall
Name: Terry L. Hall Title: President
PENN INTERNATIONAL INC.
By:	/s/ Terry L. Hall
Name: Terry L. Hall Title: President
GDX LLC
By:	/s/ Terry L. Hall
Name: Terry L. Hall Title: President
AEROJET FINE CHEMICALS LLC
By:	/s/ Joseph Carleone
Name: Joseph Carleone Title: President

98

AEROJET INVESTMENTS LTD.
By:	/s/ Terrance P. Griffin
Name: Terrace P. Griffin Title: President
GDX AUTOMOTIVE INC.
By:	/s/ Terry L. Hall
Name: Terry L. Hall Title: Chairman and President
RKO GENERAL, INC.
By:	/s/ Terry L. Hall
Name: Terry L. Hall Title: President
Trustee: THE BANK OF NEW YORK, as Trustee
By:	/s/ Michael Pitfick
Name: Michael Pitfick Title: Assistant Vice President

99

EXHIBIT A-1

(Face of Note)

9¹/2% SENIOR SUBORDINATED NOTES DUE 2013

	CUSIP
No.	$

GENCORP INC.

promises to pay to CEDE & CO., INC. or its registered assigns, the principal sum of            Dollars ($            ) on August 15, 2013.

Interest Payment Dates: February 15 and August 15, commencing February 15, 2004.

Record Dates: February 1 and August 1.

        IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized officer.

GENCORP INC.

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION This is one of the [Global] Notes referred to in the within-mentioned Indenture:
THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

Dated:

2

(Back of Note)

9¹/2% SENIOR SUBORDINATED NOTES DUE 2013

[Insert the Global Note Legend, if applicable pursuant to the terms of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the terms of the Indenture]

        Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

        1.    Interest.    GenCorp Inc., an Ohio corporation (the "Company"), promises to pay interest (as defined in the Indenture) on the principal amount of this Note at a rate of 9¹/2% per annum until maturity and shall pay Additional Interest, if any, as provided in the Registration Rights Agreement relating to these Notes. The Company shall pay interest semi-annually in arrears in cash on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 11, 2003; provided, however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be February 15, 2004. The Company shall (to the extent that it may lawfully do so) pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the interest rate then in effect under the Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

        2.    Method of Payment.    The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on February 1 or August 1 preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register; provided, however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

        3.    Paying Agent and Registrar.    Initially, The Bank of New York, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

        4.    Indenture.    The Company issued the Notes under an Indenture, dated as of August 11, 2003 ("Indenture"), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

3

        5.    Optional Redemption.

        (a) At any time before August 15, 2006, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price of 109.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of any Equity Offering; provided, however, that (1) at least 65% of the original aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        (b) Except pursuant to the preceding paragraph, the Notes shall not be redeemable at the Company's option prior to August 15, 2008.

        (c) On or after August 15, 2008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below:

Year	Percentage
2008	104.750	%
2009	103.167	%
2010	101.583	%
2011 and thereafter	100.000	%

        Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.1 through 3.6 of the Indenture.

        6.    Mandatory Redemption.    Except as set forth in Sections 4.13 and 4.14 of the Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

        7.    Repurchase at Option of Holder.

        (a)    Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make an offer pursuant to the procedures set forth in Sections 3.9 and 4.14 of the Indenture, to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the Change of Control Offer at a purchase price, in cash, equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date.

        (b)    If the Company or any Restricted Subsidiary consummates any Asset Sales, the Company shall not be required to apply any Net Cash Proceeds to repurchase Notes in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds $15.0 million. Thereafter, the Company shall make an Asset Sale Offer to all Holders of Notes and, if the Company is required to do so under the terms of any Senior Indebtedness, Guarantor Senior Indebtedness or other Indebtedness that ranks equally in right of payment with the Notes, such other Indebtedness, on a pro rata basis with the Notes that may be purchased or repaid out of the Net Cash Proceeds Amount. The offer price shall be in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the terms of the Indenture. To the extent that the aggregate amount of Notes and other Indebtedness tendered under such Net Proceeds Offer is less than the Net

4

Proceeds Offer Amount, any remaining Net Proceeds Offer Amount may be used for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof together with the aggregate principal amount of the Senior Indebtedness, Guarantor Senior Indebtedness and other pari passu Indebtedness surrendered or to be repaid exceeds the amount of Net Proceeds Offer Amount available for purchases of such Notes, Senior Indebtedness, Guarantor Indebtedness and other Indebtedness, the Trustee shall select the Notes to be purchased in the manner set forth in Section 3.2 of the Indenture.

        8.    Notice of Redemption.    Notices of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest shall cease to accrue on Notes or portions thereof called for redemption.

        9.    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

        10.    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes.

        11.    Amendment, Supplement and Waiver.    Subject to certain exceptions, the Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any then outstanding, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.4 and 6.7 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture that cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or Exchange Offer for the Notes). Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) provide for the assumption of the Obligations of the Company to Holders in the case of a merger, consolidation or sale of all or substantially all of the assets of the Company; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (e) provide for or confirm the issuance of Additional Notes

5

otherwise permitted to be incurred by this Indenture; or (f) comply with any requirement in order to effect or maintain the qualification of the Indenture under the TIA.

        12.    Defaults and Remedies.    Each of the following constitutes an Event of Default with respect to the Notes: (i) failure to pay any interest upon any of the Notes when due and payable, if the failure continues for 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (ii) a default in the payment of the principal of and premium, if any, on any of the Notes when due, including on a redemption date or otherwise, including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (iii) failure to pay when due the principal of or interest on Indebtedness for money borrowed by the Company or its Subsidiaries in excess of $10 million beyond the grace period, if any, provided in the instrument or agreement under which such Indebtedness was created, or the acceleration of that Indebtedness; (iv) a default by the Company in the performance, or breach, of any of our other covenants in the Indenture, which are not remedied by the end of a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes (except in the case of a default with respect to Section 5.1, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (v) one or more judgments in an aggregate amount in excess of $10 million shall have been rendered against the Company or any of its Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; (vi) any of the guarantees ceases to be in full force and effect or any of the guarantees are declared to be null and void or invalid and unenforceable or any of the Guarantors denies or disaffirms its liability under its guarantee (other than by reason of the release of a Guarantor in accordance with the terms of the Indenture); and (vii) certain events of bankruptcy, insolvency or reorganization affecting the Company or any Material Domestic Subsidiary, as set forth in the Indenture.

        If any Event of Default (other than the Events of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in the interests of the Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default (i) in the payment of the principal of, or interest on, the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default.

        13.    Subordination.    The indebtedness evidenced by this Note is, to the extent and in the manner provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company and Guarantor Senior Indebtedness of the Guarantors, as

6

defined in the Indenture. Any holder by accepting this Note agrees to and shall be bound by such subordination provisions and authorizes the Trustee to give them effect.

        In addition to all other rights of Senior Indebtedness and Guarantor Senior Indebtedness described in the Indenture, the Senior Indebtedness and Guarantor Senior Indebtedness shall continue to be Senior Indebtedness and Guarantor Senior Indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any terms of any instrument relating to the Senior Indebtedness or the Guarantor Senior Indebtedness or any extension or renewal of the Senior Indebtedness or the Guarantor Senior Indebtedness.

        14.    Trustee Dealings with Company.    Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.

        15.    No Recourse Against Others.    No past, present or future director, officer, employee, incorporator or stockholder of the Company or of any Guarantor, as such, shall have any liability for any Obligations of the Company or any Guarantor under the Indenture, the Notes, the guarantees or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.

        16.    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

        17.    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

        18.    Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 11, 2003, among the Company, the Guarantors and the parties named on the signature pages thereto or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more Registration Rights Agreements, if any, among the Company and the other parties thereto, relating to rights given by the Company to the purchasers of such Additional Notes.

        19.    CUSIP Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption or notices of Offers to Purchase as a convenience to Holders. No representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or notice of an Offer to Purchase and reliance may be placed only on the other identification numbers printed thereon and any such redemption or Offer to Purchase shall not be affected by any defect in or omission of such numbers.

        The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: GenCorp Inc., P.O. Box 537012, Sacramento, California 95853-7102, Attention: Corporate Secretary.

        20.    Governing Law.    The internal law of the State of New York shall govern and be used to construe this Note without giving effect to applicable principals of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

7

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.13 or 4.14 of the Indenture, check the box below:

o    Section 4.13

o    Section 4.14

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                        

Date:	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
	SIGNATURE GUARANTEE:
	Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

8

Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

(Insert assignee's social security or other tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint                                                                                                                                                                   

as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature guarantee:                                                                            

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

9

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

        The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange
Amount of decrease in
Principal Amount of
this Global Note Amount of increase in
Principal Amount of
this Global Note Principal Amount of
this Global Note
following such decrease
(or increase) Signature of authorized
signatory of Trustee or
Custodian

10

EXHIBIT A-2

(Face of Regulation S Temporary Global Note)

9¹/2% SENIOR SUBORDINATED NOTES DUE 2013

No.	CUSIP
		$

GENCORP INC.

promises to pay to CEDE & CO., INC. or its registered assigns, the principal sum of                        Dollars ($                        ) on August 15, 2013.

Interest Payment Dates: February 15 and August 15, commencing February 15, 2004.

Record Dates: February 1 and August 1.

        IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized officer.

GENCORP INC.

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION
This is one of the [Global] Notes referred to in the within-mentioned Indenture:
THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory
Dated:

2

(Back of Note)

9¹/2% SENIOR SUBORDINATED NOTES DUE 2013

[Insert the Global Note Legend, if applicable pursuant to the terms of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the terms of the Indenture]

        Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

        1.    Interest.    GenCorp Inc., an Ohio corporation (the "Company"), promises to pay interest (as defined in the Indenture) on the principal amount of this Note at a rate of 9¹/2% per annum until maturity and shall pay Additional Interest, if any, as provided in the Registration Rights Agreement relating to these Notes. The Company shall pay interest semi-annually in arrears in cash on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 11, 2003; provided, however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be February 15, 2004. The Company shall (to the extent that it may lawfully do so) pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the interest rate then in effect under the Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

        2.    Method of Payment.    The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on February 1 or August 1 preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register; provided, however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

        3.    Paying Agent and Registrar.    Initially, The Bank of New York, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

        4.    Indenture.    The Company issued the Notes under an Indenture, dated as of August 11, 2003 ("Indenture"), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

3

        5.    Optional Redemption.

        (a)    At any time before August 15, 2006, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price of 109.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of any Equity Offering; provided, however, that (1) at least 65% of the original aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        (b)    Except pursuant to the preceding paragraph, the Notes shall not be redeemable at the Company's option prior to August 15, 2008.

        (c)    On or after August 15, 2008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below:

Year	Percentage
2008	104.750	%
2009	103.167	%
2010	101.583	%
2011 and thereafter	100.000	%

        Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.1 through 3.6 of the Indenture.

        6.    Mandatory Redemption.    Except as set forth in Sections 4.13 and 4.14 of the Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

        7.    Repurchase at Option of Holder.

        (a) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make an offer pursuant to the procedures set forth in Sections 3.9 and 4.14 of the Indenture, to repurchase the Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date of such Change of Control. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the Change of Control Offer at a purchase price, in cash, equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date.

        (b) If the Company or any Restricted Subsidiary consummates any Asset Sales, the Company shall not be required to apply any Net Cash Proceeds to repurchase Notes in accordance with the Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes are first issued exceeds $15.0 million. Thereafter, the Company shall make an Asset Sale Offer to all Holders of Notes and, if the Company is required to do so under the terms of any Senior Indebtedness, Guarantor Senior Indebtedness or other Indebtedness that ranks equally in right of payment with the Notes, such other Indebtedness on a pro rata basis with the Notes that may be purchased or repaid out of the Net Cash Proceeds Amount. The offer price shall be in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon, if any, to the date of purchase in accordance with the terms of the Indenture. To the extent that the aggregate amount of Notes and other Indebtedness tendered under such Net Proceeds Offer is less than the Net Proceeds Offer Amount, any remaining

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Net Proceeds Offer Amount may be used for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof together with the aggregate principal amount of the Senior Indebtedness, Guarantor Senior Indebtedness and other pari passu Indebtedness surrendered or to be repaid exceeds the amount of Net Proceeds Offer Amount available for purchases of such Notes, Senior Indebtedness, Guarantor Indebtedness and other Indebtedness, the Trustee shall select the Notes to be purchased in the manner set forth in Section 3.2 of the Indenture.

        8.    Notice of Redemption.    Notices of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest shall cease to accrue on Notes or portions thereof called for redemption.

        9.    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

        10.    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes.

        11.    Amendment, Supplement and Waiver.    Subject to certain exceptions, the Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any then outstanding, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.4 and 6.7 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture that cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or Exchange Offer for the Notes). Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) provide for the assumption of the Obligations of the Company to Holders in the case of a merger, consolidation or sale of all or substantially all of the assets of the Company; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (e) provide for or confirm the issuance of Additional Notes otherwise permitted to be incurred by this Indenture; or (f) comply with any requirement in order to effect or maintain the qualification of the Indenture under the TIA.

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        12.    Defaults and Remedies.    Each of the following constitutes an Event of Default with respect to the Notes: (i) failure to pay any interest upon any of the Notes when due and payable, if the failure continues for 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (ii) a default in the payment of the principal of and premium, if any, on any of the Notes when due, including on a redemption date or otherwise, including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (iii) failure to pay when due the principal of or interest on Indebtedness for money borrowed by the Company or its Subsidiaries in excess of $10 million beyond the grace period, if any, provided in the instrument or agreement under which such Indebtedness was created, or the acceleration of that Indebtedness; (iv) a default by the Company in the performance, or breach, of any of our other covenants in the Indenture, which are not remedied by the end of a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes (except in the case of a default with respect to Section 5.1, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (v) one or more judgments in an aggregate amount in excess of $10 million shall have been rendered against the Company or any of its Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; (vi) any of the guarantees ceases to be in full force and effect or any of the guarantees are declared to be null and void or invalid and unenforceable or any of the Guarantors denies or disaffirms its liability under its guarantee (other than by reason of the release of a Guarantor in accordance with the terms of the Indenture); and (vii) certain events of bankruptcy, insolvency or reorganization affecting the Company or Material Domestic Subsidiary, as set forth in the Indenture.

        If any Event of Default (other than the Events of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in the interests of the Holders. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default (i) in the payment of the principal of, or interest on, the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default.

        13.    Subordination.    The indebtedness evidenced by this Note is, to the extent and in the manner provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company and Guarantor Senior Indebtedness of the Guarantors, as defined in the Indenture. Any holder by accepting this Note agrees to and shall be bound by such subordination provisions and authorizes the Trustee to give them effect.

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        In addition to all other rights of Senior Indebtedness and Guarantor Senior Indebtedness described in the Indenture, the Senior Indebtedness and Guarantor Senior Indebtedness shall continue to be Senior Indebtedness and Guarantor Senior Indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any terms of any instrument relating to the Senior Indebtedness or the Guarantor Senior Indebtedness or any extension or renewal of the Senior Indebtedness or the Guarantor Senior Indebtedness.

        14.    Trustee Dealings with Company.    Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.

        15.    No Recourse Against Others.    No past, present or future director, officer, employee, incorporator or stockholder of the Company or of any Guarantor, as such, shall have any liability for any Obligations of the Company or any Guarantor under the Indenture, the Notes, the guarantees or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.

        16.    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

        17.    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

        18.    Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.    In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 11, 2003, among the Company, the Guarantors and the parties named on the signature pages thereto or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more Registration Rights Agreements, if any, among the Company and the other parties thereto, relating to rights given by the Company to the purchasers of such Additional Notes.

        19.    CUSIP Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption or notices of Offers to Purchase as a convenience to Holders. No representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or notice of an Offer to Purchase and reliance may be placed only on the other identification numbers printed thereon and any such redemption or Offer to Purchase shall not be affected by any defect in or omission of such numbers.

        The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: GenCorp Inc., P.O. Box 537012, Sacramento, California 95853-7102, Attention: Corporate Secretary.

        20.    Governing Law.    The internal law of the State of New York shall govern and be used to construe this Note without giving effect to applicable principals of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.13 or 4.13 of the Indenture, check the box below:

o    Section 4.13

o    Section 4.14

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $                                    

Date:	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
	SIGNATURE GUARANTEE:
	Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

(Insert assignee's social security or other tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint

as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Signature guarantee:
	Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

        The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange
Amount of
decrease in
Principal Amount
of this Global Note Amount of increase
in Principal Amount
of this Global Note Principal Amount
of this Global Note
following such
decrease (or
increase) Signature of
authorized signatory
of Trustee or
Custodian

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

GenCorp Inc.
P.O. Box 537012
Sacramento, California 95853-7012
Attention: General Counsel

The Bank of New York
101 Barclay Street—8W
New York, NY 10286
Attention: Corporate Trust Division
Facsimile No.: (212) 815-5707

Re: 9¹/2% Senior Subordinated Notes due 2013

        Reference is hereby made to the Indenture, dated as of August 11, 2003 (the "Indenture"), among GenCorp Inc., as issuer (the "Company"), the Guarantors party thereto and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                  , (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                    in such Note[s] or interests (the "Transfer"), to                          (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

        1.    o    Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States and the securities laws of any other applicable jurisdiction. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

        2.    o    Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, (iv) if the proposed transfer is being made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account

or benefit of a U.S. Person (other than an Initial Purchaser) and (v) such transfer is being made pursuant to and in accordance with the securities laws of any other applicable jurisdiction. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

        3.    o    Check and complete if Transferee will take delivery of a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States and the securities laws of any other applicable jurisdiction, and accordingly the Transferor hereby further certifies that (check one):

        (a)    o    such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

        or

        (b)    o    such Transfer is being effected to the Company, a Guarantor or a Subsidiary of any of them;

        or

        (c)    o    such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

        or

        (d)    o    such Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and the securities laws of any other applicable jurisdiction

        4.    o    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

        (a)    o    Check if Transfer is pursuant to Rule 144.    (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and the securities laws of any other applicable jurisdiction and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

        (b)    o    Check if Transfer is Pursuant to Regulation S.    (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the

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terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

        (c)    o    Check if Transfer is Pursuant to Other Exemption.    (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and the securities laws of any other applicable jurisdiction and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:	Name: Title:
Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1.		The Transferor owns and proposes to transfer the following:
[CHECK ONE OF (a) OR (b)]
(a)		o	a beneficial interest in the:
	(i)	o	144A Global Note (CUSIP                        ), or
	(ii)	o	Regulation S Global Note (CUSIP                        ), or
(b)		o	a Restricted Definitive Note.
2.		After the Transfer the Transferee will hold:
[CHECK ONE OF (a), (b) OR (c)]
(a)		o	a beneficial interest in the:
	(i)	o	144A Global Note (CUSIP                        ), or
	(ii)	o	Regulation S Global Note (CUSIP                        ), or
	(iii)	o	Unrestricted Global Note (CUSIP                        ); or
(b)		o	a Restricted Definitive Note; or
(c)		o	an Unrestricted Definitive Note,
in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

GenCorp Inc.
P.O. Box 537012
Sacramento, California 95853-7012
Attention: General Counsel

The Bank of New York
101 Barclay Street - 8W
New York, NY 10286
Attention: Corporate Trust Division
Facsimile No.: (212) 815-5707

Re:    9¹/2% Senior Subordinated Notes due 2013

        Reference is hereby made to the Indenture, dated as of August 11, 2003 (the "Indenture"), among GenCorp Inc., as issuer (the "Company"), the Guarantors party thereto and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                , (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                        in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that:

        1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

        (a)    o    Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the U.S. Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States and the securities laws of any other applicable jurisdiction.

        (b)    o    Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

        (c)    o    Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the

Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

        (d)    o    Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner's Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

        2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

        (a)    o    Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

        (b)    o    Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner's Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

        This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name: Title:

Dated:

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EXHIBIT D

FORM OF NOTATION OF GUARANTEE

        For value received, each Guarantor (which term includes any successor Person under the Indenture), jointly and severally, hereby unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of August 11, 2003 (the "Indenture"), among GenCorp Inc., as issuer (the "Company"), the Guarantors listed on the signature pages thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest, if any, on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, if any, and, to the extent permitted by law, interest, if any, and the due and punctual performance of all other Obligations of the Company to the Holders or the Trustee under the Notes and the Indenture, all in accordance with the terms of the Notes and the Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration pursuant to Section 6.2 of the Indenture, redemption or otherwise. The Obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the guarantee. Except to the extent provided in the Indenture, including Sections 8.2, 8.3 and 10.5 thereof, this guarantee shall not be discharged except by complete performance of the Obligations contained herein and in the Indenture. Each Holder of a Note, by accepting the same agrees to and shall be bound by such provisions. Capitalized terms used herein and not defined are used herein as so defined in the Indenture.

[Signature page follows]

3

[NAME OF GUARANTOR]
By:	Name: Title:

4

QuickLinks

Exhibit 4.1 Conformed Copy

TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
ARTICLE 2. THE NOTES
ARTICLE 3. REDEMPTION AND PREPAYMENT
ARTICLE 4. COVENANTS
ARTICLE 5. SUCCESSORS
ARTICLE 6. DEFAULTS AND REMEDIES
ARTICLE 7. TRUSTEE
ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
ARTICLE 10. GUARANTEES
ARTICLE 11. SUBORDINATION
ARTICLE 12. SATISFACTION AND DISCHARGE
ARTICLE 13. MISCELLANEOUS
SIGNATURES

EXHIBIT A-1

Option of Holder to Elect Purchase
Assignment Form
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

EXHIBIT A-2

ASSIGNMENT FORM
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
EXHIBIT B FORM OF CERTIFICATE OF TRANSFER
ANNEX A TO CERTIFICATE OF TRANSFER
EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE
EXHIBIT D FORM OF NOTATION OF GUARANTEE

EX-4.2

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Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

Dated as of August 11, 2003

By and Among

GENCORP INC.

and

THE GUARANTORS NAMED HEREIN
as Issuers,

and

DEUTSCHE BANK SECURITIES INC.
WACHOVIA CAPITAL MARKETS, LLC
SCOTIA CAPITAL (USA) INC.
WELLS FARGO SECURITIES, LLC
BNY CAPITAL MARKETS, INC.

as Initial Purchasers

$150,000,000

9¹/2% SENIOR SUBORDINATED NOTES DUE 2013

TABLE OF CONTENTS

1.	DEFINITIONS	3
2.	EXCHANGE OFFER	6
3.	SHELF REGISTRATION	8
4.	ADDITIONAL INTEREST	9
5.	REGISTRATION PROCEDURES	11
6.	REGISTRATION EXPENSES	17
7.	INDEMNIFICATION	18
8.	RULE 144 AND 144A	20
9.	UNDERWRITTEN REGISTRATIONS	21
10.	MISCELLANEOUS	21

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REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (the "Agreement") is dated as of August 11, 2003 by and among GenCorp Inc., an Ohio corporation (the "Company"), the Guarantors listed on the signature pages hereto (the "Guarantors" and, together with the Company, the "Issuers") and Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNY Capital Markets, Inc. (collectively, the "Initial Purchasers").

        This Agreement is entered into in connection with the Purchase Agreement, dated as of August 6, 2003, by and among the Issuers and the Initial Purchasers (the "Purchase Agreement") that provides for the sale by the Company to the Initial Purchasers of $150,000,000 aggregate principal amount of the Company's 9¹/2% Senior Subordinated Notes due 2013 (the "Notes"). The Notes will be guaranteed (the "Guarantees") on a senior subordinated unsecured basis by the Guarantors. The Notes and the Guarantees together are herein referred to as the "Securities." In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect transferees and assigns. The execution and delivery of this Agreement is a condition to the Initial Purchasers' obligation to purchase the Securities under the Purchase Agreement.

        The parties hereby agree as follows:

1.    Definitions

        As used in this Agreement, the following terms shall have the following meanings:

        Additional Interest:    See Section 4(a) hereof.

        Advice:    See the last paragraph of Section 5 hereof.

        Agreement:    See the first introductory paragraph hereto.

        Applicable Period:    See Section 2(b) hereof.

        Business Day:    Each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which commercial banking institutions in New York, New York or the New York Stock Exchange are authorized or obligated by law to close.

        Closing Date:    The Closing Date as defined in the Purchase Agreement.

        Company:    See the first introductory paragraph hereto.

        Effectiveness Date:    The date that is 150 days after the Issue Date; provided, however, that with respect to any Shelf Registration, the Effectiveness Date shall be the 60th day after the date of the filing of the Shelf Registration. If the Effective Date would otherwise fall on a day that is not a Business Day, then the Effective Date shall be the next succeeding Business Day.

        Effectiveness Period:    See Section 3(a) hereof.

        Event Date:    See Section 4(b) hereof.

        Exchange Act:    The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        Exchange Notes:    See Section 2(a) hereof.

        Exchange Offer:    See Section 2(a) hereof.

        Exchange Offer Registration Statement:    See Section 2(a) hereof.

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        Exchange Securities:    See Section 2(a) hereof.

        Filing Date:    (A) If no Exchange Offer Registration Statement has been filed by the Issuers pursuant to this Agreement, the 60th day after the Issue Date; and (B) if an Exchange Offer Registration Statement has been filed, with respect to a Shelf Registration Statement, the 60th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on day that is not a Business Day, then the Filing Day shall be the next succeeding Business Day.

        Guarantees:    See the second introductory paragraph hereto.

        Guarantors:    See the first introductory paragraph hereto.

        Holder:    Any holder of a Registrable Security or Registrable Securities.

        Indemnified Person:    See Section 7(c) hereof.

        Indemnifying Person:    See Section 7(c) hereof.

        Indenture:    The Indenture, dated as of August 11, 2003, by and among the Issuers and The Bank of New York, as trustee, pursuant to which the Securities are being issued, as amended or supplemented from time to time in accordance with the terms thereof.

        Initial Purchasers:    See the first introductory paragraph hereto.

        Inspectors:    See Section 5(n) hereof.

        Issue Date:    The date on which the Securities were sold to the Initial Purchasers pursuant to the Purchase Agreement.

        Issuers:    See the introductory paragraph hereto.

        NASD:    See Section 5(r) hereof.

        Notes:    See the second introductory paragraph hereto.

        Participant:    See Section 7(a) hereof.

        Participating Broker-Dealer:    See Section 2(b) hereof.

        Person:    An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

        Private Exchange:    See Section 2(b) hereof.

        Private Exchange Notes:    See Section 2(b) hereof.

        Private Exchange Securities:    See Section 2(b) hereof.

        Prospectus:    The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

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        Purchase Agreement:    See the second introductory paragraph hereto.

        Records:    See Section 5(n) hereof.

        Registrable Securities:    Each Security upon original issuance of the Securities and at all times subsequent thereto, each Exchange Security (and the related Guarantee) as to which Section 2(c)(v) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Security (and the related Guarantee) upon original issuance thereof and at all times subsequent thereto, until in the case of any such Security, Exchange Security or Private Exchange Security, as the case may be, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Security as to which Section 2(c)(v) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Security (and the related Guarantees), as the case may be, has been declared effective by the SEC and such Security, Exchange Security or Private Exchange Security (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Security, Exchange Security or Private Exchange Security, as the case may be, may be sold in compliance with Rule 144(k), (iii) such Security has been exchanged for an Exchange Security or Exchange Securities pursuant to an Exchange Offer and is entitled to be freely resold and (iv) such Security, Exchange Security or Private Exchange Security (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture.

        Registration Statement:    Any registration statement of the Company, including, but not limited to, the Exchange Offer Registration Statement and any registration statement filed in connection with a Shelf Registration, filed with the SEC pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

        Rule 144:    Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC.

        Rule 144A:    Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.

        Rule 415:    Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

        Rule 424:    Rule 424 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

        SEC:    The Securities and Exchange Commission.

        Securities:    See the second introductory paragraph hereto.

        Securities Act:    The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

        Shelf Notice:    See Section 2(c) hereof.

        Shelf Registration:    See Section 3(a) hereof.

        Shelf Registration Statement:    Any Registration Statement relating to a Shelf Registration.

        TIA:    The Trust Indenture Act of 1939, as amended.

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        Trustee:    The trustee under the Indenture and, if existent, the trustee under any indenture governing the Exchange Securities and Private Exchange Securities (if any).

Underwritten registration or underwritten offering: A registration in which securities of one or more of the Issuers are sold to an underwriter for reoffering to the public.

2.    Exchange Offer

        (a)   The Issuers shall file with the SEC, to the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, no later than the Filing Date, a Registration Statement on an appropriate registration form (the "Exchange Offer Registration Statement") with respect to a registered offer (the "Exchange Offer") to exchange any and all of the Registrable Securities (other than the Private Exchange Securities, if any) for a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Securities (the "Exchange Notes" and, together with the guarantees thereon, the "Exchange Securities") (and that are entitled to the benefits of the Indenture or a trust indenture that is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA) and that, in either case, has been qualified under the TIA), except that (i) the Exchange Securities (other than Private Exchange Securities, if any) shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon, (ii) interest shall accrue from (A) the last date on which interest was paid on the Notes or (B) if no such interest has been paid, from the Issue Date and (iii) except with respect to the Exchange Notes as to which clause 2(c)(iv) applies, the Exchange Notes shall not be entitled to Additional Interest as set forth in Section 4 hereof, provided that Additional Interest attaches to the Notes. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers agree to use their reasonable best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for not less than 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 180th day following the Issue Date. If after such Exchange Offer Registration Statement is declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period of such interference until the Exchange Offer may legally resume.

        Each Holder who participates in the Exchange Offer will be required to represent in writing (i) that any Exchange Securities received by it will be acquired in the ordinary course of its business, (ii) at the time of the consummation of the Exchange Offer, such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities in violation of the provisions of the Securities Act, (iii) that such Holder is not an affiliate of the Company or the Guarantors within the meaning of the Securities Act and is not acting on behalf of any Persons who could not truthfully make the foregoing representations, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of Exchange Securities, and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such Exchange Securities.

        Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private

6

Exchange Securities and other than in respect of any Exchange Securities as to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.

        (b)   The Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the Initial Purchasers, that shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received by such broker-dealer in the Exchange Offer (a "Participating Broker-Dealer"), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies,, represent the prevailing views of the staff of the SEC. Such "Plan of Distribution" section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including to the extent permitted by applicable policies and regulations of the SEC, all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities in compliance with the Securities Act.

        The Issuers shall use their respective reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons, subject to the prospectus delivery requirements of the Securities Act, for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Securities covered thereby.

        If, prior to consummation of the Exchange Offer, any Initial Purchaser holds any Securities acquired by it and having, or that are reasonably likely to be determined to have, the status of an unsold allotment in the initial distribution, the Issuers, upon the request of such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, shall issue and deliver to such Initial Purchaser in exchange (the "Private Exchange") for such Securities held by such Initial Purchaser a like principal amount of debt securities of the Issuers that are identical in all material respects to the Exchange Securities (the "Private Exchange Notes" and, together with the guarantees thereon, the "Private Exchange Securities") (and that are issued pursuant to the same indenture as the Exchange Securities), except for the placement of a restrictive legend on such Private Exchange Securities.

        Interest on each Exchange Note and Private Exchange Note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the Note surrendered in exchange therefor, or (ii) if the Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such Note, from the Issue Date.

        In connection with the Exchange Offer, the Issuers shall:

        (1)   mail to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

        (2)   utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York;

        (3)   permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open; and

        (4)   otherwise comply in all material respects with all applicable laws, rules and regulations.

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        As soon as practicable after the close of the Exchange Offer or the Private Exchange, as the case may be, the Issuers shall:

        (1)   accept for exchange all Registrable Securities properly tendered and not validly withdrawn pursuant to the Exchange Offer or the Private Exchange;

        (2)   deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

        (3)   cause the Trustee to authenticate and deliver promptly to each Holder of Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Securities of such Holder so accepted for exchange.

        The Exchange Securities and the Private Exchange Securities may be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture, which in either event has been qualified under the TIA or is exempt from such qualification and shall provide that (1) the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture and (2) the Private Exchange Securities shall be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Securities, the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter.

        (c)   If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Issuers are not permitted to effect an Exchange Offer, (ii) the Exchange Offer is not consummated within 180 days of the Issue Date (provided that if the Exchange Offer shall be consummated after such 180-day period, then the Issuers' obligation under this clause (ii) arising from the failure of the Exchange Offer to be consummated within such 180-day period shall terminate), (iii) the holder of Private Exchange Securities so requests at any time within 90 days after the consummation of the Private Exchange, (iv) because of any changes in law or in currently prevailing interpretations of the staff of the SEC, a Holder (other than an Initial Purchaser holding Securities acquired directly from the Issuers) is not permitted to participate in the Exchange Offer or (v) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuers within the meaning of the Securities Act), then the Company shall promptly deliver written notice thereof (the "Shelf Notice") to the Trustee and, in the case of clauses (i) and (ii), to all Holders, in the case of clause (iii), to the Holders of the Private Exchange Securities, and in the case of clause (iv) and (v), to the affected Holder, and shall file a Shelf Registration pursuant to Section 3 hereof.

3.    Shelf Registration

        If a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

        (a)   Shelf Registration. Subject to the last paragraph of Section 5 hereof, the Issuers shall file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities requested to be included therein (the "Shelf Registration"). The Issuers shall use their respective reasonable best efforts to file with the SEC the Shelf Registration on or prior to the applicable Filing Date. The Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them. The Issuers shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration.

        The Issuers shall use their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Shelf

8

Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Securities covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration or cease to be outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein.

        (b)   Withdrawal of Stop Orders. If the Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Issuers shall use their reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof.

        (c)   Supplements and Amendments. The Issuers shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration or if required by the Securities Act, the Issuers will use its reasonable best efforts to reflect in such supplement or amendment such comments as Holders of a majority in aggregate principal amount of the Registrable Securities covered by such Registration Statement may reasonably propose with respect to the information included therein and which relates to one or more of such Holders.

4.    Additional Interest

        (a)   The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Issuers fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):

        (i)    if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration required to be filed pursuant to Section 2(c)(iv) has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;

        (ii)   if (A) neither the Exchange Offer Registration Statement nor the initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and

        (iii)  if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to

9

be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 91st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) through (iii) of this Section 4(a) at the same time and at no time shall the aggregate amount of Additional Interest accruing exceed at any one time in the aggregate 1.5% per annum; and provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or (4) upon the effectiveness of the applicable Shelf Registration that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.

        (b)   The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each Interest Payment Date (as defined in the Indenture). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed) and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Securities.

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5.    Registration Procedures

        In connection with the filing of any Registration Statement pursuant to Sections 2 or 3 hereof, the Issuers shall effect such registrations to permit the sale of the Registrable Securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Issuers hereunder, each of the Issuers shall:

        (a)   Use its reasonable best efforts to prepare and file with the SEC on or prior to the Filing Date, a Registration Statement or Registration Statements as prescribed by Sections 2 or 3 hereof, and use its reasonable best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that, if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom any Issuer has received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuers shall furnish to and afford the Holders of the Registrable Securities covered by such Registration Statement or each such Participating Broker-Dealer, as the case may be, and their counsel if requested by such Holders or Participating Broker-Dealer a reasonable opportunity to review copies of all such documents proposed to be filed (in each case at least three Business Days prior to such filing). The Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Securities covered by such Registration Statement, or any such Participating Broker-Dealer, as the case may be, or their counsel shall (after consultation with the Issuers) reasonably object on a timely basis.

        (b)   Use its reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration or Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, as the case may be; cause the related Prospectus to be supplemented by any prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply in all material respects with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all Securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any Securities being sold by a Participating Broker-Dealer covered by any such Prospectus; the Issuers shall be deemed not to have used their reasonable best efforts to keep a Registration Statement effective during the Effectiveness Period or Applicable Period, as the case may be, if each of the Issuers voluntarily takes any action that would result in selling Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange Securities not being able to sell such Registrable Securities or such Exchange Securities during that period, unless such action is required by applicable law or unless the Issuers comply in all material respects with this Agreement, including without limitation, the provisions of paragraph 5(k) hereof and the last paragraph of this Section 5.

        (c)   If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, the Company shall use its reasonable best efforts to notify the selling Holders of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the managing

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underwriters, if any, promptly (but in any event within two Business Days) and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Issuers, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Securities or resales of Exchange Securities by Participating Broker-Dealers the representations and warranties of the Issuers contained in any agreement (including any underwriting agreement), contemplated by Section 5(m) hereof cease to be true and correct, (iv) of the receipt by the Issuers of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or written threat of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respects or that requires the making of any material changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) of the Issuers' determination that a post-effective amendment to a Registration Statement would be appropriate.

        (d)   Use their respective reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities or the Exchange Securities for sale in any jurisdiction and, if any such order is issued, to use their reasonable best efforts to obtain the withdrawal of any such order at the earliest possible moment.

        (e)   If a Shelf Registration is filed pursuant to Section 3 and if requested by the managing underwriter or underwriters, if any, or the Holders of a majority in aggregate principal amount of the Registrable Securities being sold in connection with an underwritten offering, or any Participating Broker-Dealer (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters, if any, such Holders or counsel for any of them determine is reasonably necessary to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Issuers have received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment and (iii) supplement or make amendments to such Registration Statement; provided, however, that the Issuers shall not be required to take any action pursuant to this Section 5(e) that would, in the opinion of counsel for the Issuers, violate applicable law.

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        (f)    If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to furnish to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer (with respect to any such Registration Statement) who so requests and to their respective counsel at the sole expense of the Issuers, such number of conformed copies of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

        (g)   If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to deliver to each selling Holder of Registrable Securities (with respect to a Registration filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their respective counsel and the underwriters, if any, at the sole expense of the Issuers, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request in writing; and, subject to the last paragraph of this Section 5, the Issuers hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement thereto.

        (h)   Prior to any public offering of Registrable Securities or Exchange Securities or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, to use its reasonable best efforts to register or qualify and to cooperate with the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Securities held by Participating Broker-Dealers or Registrable Securities are offered other than through an underwritten offering, the Issuers agree to cause their counsel to perform "blue sky" investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h); use their reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities held by Participating Broker-Dealers or the Registrable Securities covered by the applicable Registration Statement; provided, however, that none of the Issuers shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in any such jurisdiction where it is not then so subject.

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        (i)    If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to be in such denominations subject to applicable requirements contained in the Indenture and registered in such names as the managing underwriter or underwriters, if any, or Holders may reasonably request.

        (j)    Subject to Section 5(b) and the last paragraph of this Section 5, if (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, to use its reasonable best efforts to prepare and (subject to Section 5(a) hereof) file with the SEC, at the Issuers' sole expense, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

        (k)   Use its respective reasonable best efforts to cause the Registrable Securities covered by a Registration Statement or the Exchange Securities, as the case may be, to be rated with the appropriate rating agencies (unless such Notes are already so rated), if so requested by the Holders of a majority in aggregate principal amount of Registrable Securities covered by such Registration Statement or the Exchange Securities, as the case may be, or the managing underwriter or underwriters, if any.

        (l)    Prior to the effective date of the first Registration Statement relating to the Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities, in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities.

        (m)  In connection with any underwritten offering of Registrable Securities pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Issuers and their subsidiaries (including any acquired business, properties or entity, if applicable) and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Securities, and confirm the same in writing if and when requested; (ii) obtain the written opinions of counsel to the Issuers and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings of debt similar to the Securities and such other matters as may be reasonably requested by the managing underwriter or underwriters; (iii) obtain "cold comfort" letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified

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public accountants of the Issuers (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings of debt securities similar to the Securities and such other matters as reasonably requested by the managing underwriter or underwriters provided, that each such Holder and underwriter makes such reasonable representations as may be customarily required for such independent certified public accountants in similar transactions to deliver such letters; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 7 hereof (or such other provisions and procedures reasonably acceptable to Holders of a majority in aggregate principal amount of Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters or agents) with respect to all parties to be indemnified pursuant to said Section. The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

        (n)   If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to make available for inspection by any selling Holder of such Registrable Securities being sold, or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the "Inspectors"), upon written request, at the offices where normally kept, during reasonable business hours without interfering in the orderly business of the Issuers, all pertinent financial and other records, pertinent corporate documents and instruments of the Issuers and their subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuers and their subsidiaries to supply all information ("Information") reasonably requested by any such Inspector in connection with such due diligence responsibilities. Any such access granted to the Inspectors under this Section 5(o) shall be subject to the prior receipt by the Issuers of written undertakings, in form and substance reasonably satisfactory to the Issuers and their counsel, to preserve the confidentiality of any Records and Information deemed by the Issuers to be confidential. Records and Information that the Issuers determine, in good faith, to be confidential and any Records and Information that they notify the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (ii) after giving reasonable prior notice to the Company, disclosure of such Records and Information is, in the opinion of counsel for any Inspector, necessary or advisable in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to or involving this Agreement or any transactions contemplated hereby or arising hereunder or (iv) the information in such Records or Information has been made generally available to the public other than through disclosure by the Inspectors or an "affiliate" (as defined in Rule 405) of an Inspector in violation to this Agreement or any other written agreement entered into in connection with the diligence investigation. However, that prior notice shall be provided as soon as practicable to any Issuer of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of the previous sentence, if possible, and such Inspector shall allow the Issuers to undertake appropriate action to prevent disclosure of such Records or Information at the Issuers' expense. Each selling Holder of

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such Registrable Securities and each such Participating Broker-Dealer will be required to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such information is generally available to the public. Each selling Holder of such Registrable Securities and each such Participating Broker-Dealer will be required to further agree that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential at the Issuers' sole expense.

        (o)   Use its reasonable best efforts to provide an indenture trustee for the Registrable Securities or the Exchange Securities, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Securities, to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its reasonable best efforts to cause such trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

        (p)   Comply in all material respects with all applicable rules and regulations of the SEC and make generally available or otherwise provide to its securityholders with regard to any applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any fiscal quarter period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or reasonable best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

        (q)   Upon consummation of an Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Issuers, who may, at the Issuers' election, be internal counsel to the Issuers in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Securities or Private Exchange Securities, as the case may be, and the related indenture (if other than the Indenture) constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their respective terms, subject to customary exceptions and qualifications.

        (r)   If an Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Issuers shall mark, or cause to be marked, on such Registrable Securities that such Registrable Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied.

        (s)   Use their reasonable best effort to cooperate with each seller of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD").

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        (t)    Use their respective reasonable best efforts to take all other steps reasonably necessary or advisable to effect the registration of the Registrable Securities covered by a Registration Statement contemplated hereby.

        The Issuers may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Issuers such information regarding such seller and the distribution of such Registrable Securities as the Issuers may, from time to time, reasonably request. The Issuers may exclude from such registration the Registrable Securities of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request and, in such event, shall have no further obligation under this Agreement (including, without limitation, obligations under Section 4 hereof) with respect to such seller or any subsequent Holder of such Registrable Securities. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such seller not materially misleading.

        Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Sections 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or Participating Broker-Dealer, as the case may be, until such Holder's or Participating Broker-Dealer's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(j) hereof, or until it is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. During any such discontinuance, no Additional Interest shall accrue or otherwise be payable on the Registrable Securities. In the event that the Company shall give any such notice, each of the Effectiveness Period and the Applicable Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y) the Advice.

6.    Registration Expenses

        (a)    All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions in the event of an underwritten offering, and the fees of any counsel retained by or on behalf of the underwriters, and transfer taxes, if any, related to the sale or disposition of such Holder's Notes pursuant to any Shelf Registration Statement, which shall be for the expense of the Holders) shall be borne by the Issuers whether or not the Exchange Offer or a Shelf Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions (x) where the holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period not to exceed $25,000 in the aggregate)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the

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printing of prospectuses is reasonably requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or sold by any Participating Broker-Dealer, as the case may be, (iii) reasonable messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of special counsel for the sellers of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(m)(iii) hereof (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Company desires such insurance, (viii) fees and expenses of all other Persons retained by the Company, (ix) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (x) the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xii) the expenses relating to printing and distribution of all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary to comply with this Agreement.

        (b)    The Issuers shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities to be included in such Registration Statement.

7.    Indemnification

        (a)    Each of the Issuers agrees to indemnify and hold harmless each Holder of Registrable Securities offered pursuant to a Shelf Registration Statement and each Participating Broker-Dealer selling Exchange Securities during the Applicable Period, the officers and directors of each such Person or its affiliates, and each other Person, if any, who controls any such Person or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other expenses actually incurred in connection with any suit, action or proceeding or any claim asserted) caused by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which the offering of such Registrable Securities or Exchange Securities, as the case may be, is registered (or any amendment thereto) or related Prospectus (or any amendments or supplements thereto) or any related preliminary prospectus, or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that none of the Issuers will be required to indemnify a Participant if (i) such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Participant furnished to the Company in writing by or on behalf of such Participant expressly for use therein or (ii) if such Participant sold to the person asserting the claim the Registrable Securities or Exchange Securities that are the subject of such claim and such untrue statement or omission or alleged untrue statement or omission was contained or made in any preliminary prospectus and corrected in the Prospectus or any amendment or supplement thereto and the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the related proceeding and it is established by the Company in the related proceeding that such Participant failed to deliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with or prior to the confirmation of the sale of such Registrable Securities or Exchange Securities sold to such Person if required by applicable law,

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unless such failure to deliver or provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by the Company with Section 5 of this Agreement.

        (b)    Each Participant agrees, severally and not jointly, to indemnify and hold harmless the Company and each of the Guarantors, the Company's directors and officers, each Guarantor's directors and officers and each Person who controls the Issuers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to each Participant, but only (i) with reference to information relating to such Participant furnished to the Company in writing by or on behalf of such Participant expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto or any preliminary prospectus or (ii) with respect to any untrue statement or representation made by such Participant in writing to the Company. The liability of any Participant under this paragraph shall in no event exceed the proceeds received by such Participant from sales of Registrable Securities or Exchange Securities giving rise to such obligations.

        (c)    If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such Person (the "Indemnified Person") shall promptly notify the Person against whom such indemnity may be sought (the "Indemnifying Person") in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may reasonably designate in such proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel related to such proceeding; provided, however, that the failure to so notify the Indemnifying Person shall not relieve it of any obligation or liability that it may have hereunder or otherwise (unless and only to the extent that such failure directly results in the loss or compromise of any material rights or defenses by the Indemnifying Person and the Indemnifying Person was not otherwise aware of such action or claim). In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Person shall have failed within a reasonable period of time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. It is understood that, unless there exists a conflict among Indemnified Persons, the Indemnifying Person shall not, in connection with any one such proceeding or separate but substantially similar related proceeding in the same jurisdiction arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed promptly as they are incurred. Any such separate firm for the Participants and such control Persons of Participants shall be designated in writing by Participants who sold a majority in interest of Registrable Securities and Exchange Securities sold by all such Participants and any such separate firm for the Company, its directors, its officers and such control Persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there be a final non-appealable judgment for the plaintiff for which the Indemnified Person is entitled to indemnification pursuant to this Agreement, the Indemnifying Person agrees to indemnify and hold harmless each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement or compromise of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party, and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional written

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release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person.

        (d)    If the indemnification provided for in the first and second paragraphs of this Section 7 is for any reason unavailable to, or insufficient to hold harmless, an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Person or Persons on the one hand and the Indemnified Person or Persons on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers on the one hand or such Participant or such other Indemnified Person, as the case may be, on the other, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances.

        (e)    The parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Participants were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall a Participant be required to contribute any amount in excess of the amount by which proceeds received by such Participant from sales of Registrable Securities or Exchange Securities, as the case may be, exceeds the amount of any damages that such Participant has otherwise been required to pay or has paid by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

        (f)    The indemnity and contribution agreements contained in this Section 7 will be in addition to any liability that the Indemnifying Persons may otherwise have to the Indemnified Persons referred to above.

8.    Rule 144 and 144A

        For so long as Registrable Securities remain outstanding, the Issuers covenant that they will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuers are not required to file such reports, they will, upon the request of any Holder of Registrable Securities, make publicly available annual reports and such information, documents and other reports of the type specified in Sections 13 and 15(d) of the Exchange Act. The Issuers further covenant for so long as any Registrable Securities remain outstanding, to make available to any Holder or beneficial owner of Registrable Securities in connection with any sale thereof and any prospective purchaser of such Registrable Securities from

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such Holder or beneficial owner the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Registrable Securities pursuant to Rule 144A.

9.    Underwritten Registrations

        If any of the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and reasonably acceptable to the Issuers.

        No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

10.    Miscellaneous

        (a)    No Inconsistent Agreements.    The Issuers have not entered into, as of the date hereof, and shall not, after the date of this Agreement, enter into any agreement with respect to any of the Company's securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The Issuers have not entered and will not enter into any agreement with respect to any of the Company's securities that will grant to any Person piggy-back registration rights with respect to a Registration Statement.

        (b)    Adjustments Affecting Registrable Securities.    Except in compliance with Section 10(c), the Issuers shall not knowingly, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

        (c)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold pursuant to such Registration Statement; provided, however, that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence.

        (d)    Notices.    All notices and other communications (including without limitation any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

        (i)    if to the Initial Purchasers or a Holder of the Registrable Securities or any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the

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case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers as follows:

	Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Facsimile No.: 212-469-8172 Attention: General Counsel
with copies to:
	Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Facsimile No.: (212) 294-4700 Attention: Robert Ericson, Esq.
(ii)    if to the Issuers, at the addresses as follows:
	GenCorp Inc. P.O. Box 537012 Sacramento, California 95853-7012 Attention: Terry L. Hall Facsimile No.: 916-351-8668
with copies to:
	Jones Day North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Attention: Christopher Kelly, Esq. Facsimile: 216-579-0212

        All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and when receipt is acknowledged by the addressee, if sent by facsimile.

        Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in such Indenture.

        (e)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign holds Registrable Securities.

        (f)    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

        (g)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

        (h)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK,

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WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN, NEW YORK CITY, IN THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

        (i)    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

        (j)    Securities Held by the Issuers or their Affiliates.    Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuers or their "affiliates" (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

        (k)    Third Party Beneficiaries.    Holders of Registrable Securities and Participating Broker-Dealers are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Persons.

        (l)    Entire Agreement.    This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Initial Purchasers on the one hand and the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

[signature page follows]

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

GENCORP INC.
By:	/s/  TERRY L. HALL Name: Terry L. Hall Title: President and Chief Executive Officer
AEROJET-GENERAL CORPORATION
By:	/s/  MICHAEL F. MARTIN Name: Michael F. Martin Title: President
AEROJET ORDNANCE TENNESSEE INC.
By:	/s/  MICHAEL F. MARTIN Name: Michael F. Martin Title: Chairman
GENCORP PROPERTY INC.
By:	/s/  TERRY L. HALL Name: Terry L. Hall Title: President
PENN INTERNATIONAL INC.
By:	/s/  TERRY L. HALL Name: Terry L. Hall Title: President
GDX LLC
By:	/s/  TERRY L. HALL Name: Terry L. Hall Title: President

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AEROJET FINE CHEMICALS LLC
By:	/s/  JOSEPH CARLEONE Name: Joseph Carleone Title:
AEROJET INVESTMENTS LTD.
By:	/s/  TERRANCE P. GRIFFIN Name: Terrance P. Griffin Title: President
GDX AUTOMOTIVE INC.
By:	/s/  TERRY L. HALL Name: Terry L. Hall Title: Chairman and President
RKO GENERAL, INC.
By:	/s/  TERRY L. HALL Name: Terry L. Hall Title: President
DEUTSCHE BANK SECURITIES INC.
By:	/s/  JEFFREY BAKER Name: Jeffrey Baker Title: MD
WACHOVIA CAPITAL MARKETS, LLC
By:	/s/  RIT N. AMIN Name: Rit N. Amin Title: Vice President

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SCOTIA CAPITAL (USA) INC.
By:	/s/  STEVE JANICEK Name: Steve Janicek Title: Director
WELLS FARGO SECURITIES, LLC
By:	/s/  DANIEL J. GOGGINS Name: Daniel J. Goggins Title: Managing Director
BNY CAPITAL MARKETS, INC.
By:	/s/  BENNETT LEICHMON Name: Bennett Leichmon Title: Vice President

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Exhibit 4.2

TABLE OF CONTENTS
REGISTRATION RIGHTS AGREEMENT

EX-5.1

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Exhibit 5.1

[Letterhead of Jones Day]

October 6, 2003

GenCorp Inc.
Highway 50 and Aerojet Road
Rancho Cordova, California 95670

Re:

$150,000,000 Senior Subordinated Notes Due 2013

Ladies and Gentlemen:

        We are acting as counsel to GenCorp Inc., an Ohio corporation (the "Company"), in connection with the proposed issuance and exchange (the "Exchange Offer") of up to $150,000,000 aggregate principal amount of the Company's Senior Subordinated Notes due 2013, registered under the Securities Act of 1933 (the "Exchange Notes") and the guarantees of the Exchange Notes (the "Exchange Guarantees" and, together with the Exchange Notes, the "Exchange Securities") by each of the subsidiaries of the Company listed on Schedule I hereto (collectively, the "Guarantors"), for an equal principal amount of the Company's outstanding Senior Subordinated Notes due 2013 (the "Outstanding Notes") and the guarantees of the Outstanding Notes by the Guarantors (the "Outstanding Guarantees" and, together with the Outstanding Notes, the "Outstanding Securities"). The Outstanding Securities have been, and the Exchange Securities will be, issued pursuant to an Indenture, dated as of August 11, 2003 ("the Indenture"), among the Company, the Guarantors and the Bank of New York as trustee (the "Trustee").

        In rendering this opinion, we have examined such documents and records, including an examination of originals or copies certified or otherwise identified to our satisfaction, and matters of law we have deemed necessary for purposes of this opinion.

        Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that:

        (1)   When the Registration Statement on Form S-4 relating to the Exchange Offer becomes effective under the Securities Act of 1933 and the Exchange Notes are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, the Exchange Notes will be validly issued by the Company and will constitute valid and binding obligations of the Company.

        (2)   When the Registration Statement on Form S-4 relating to the Exchange Offer becomes effective under the Securities Act of 1933 and the Exchange Notes are delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, the Exchange Guarantee of each Guarantor will be validly issued by such Guarantor and will constitute a valid and binding obligation of such Guarantor.

        Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the laws of the States of New York, Ohio and California, and the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law. We express no opinion with respect to any other law of the State of Delaware or any other jurisdiction.

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        We are not admitted or qualified to practice law in the State of Tennessee. Therefore, in rendering the opinions expressed herein, we have relied solely and without independent investigation upon the opinion of Bass, Berry & Sims PLC, a copy of which has been filed as Exhibit 5.2 to the Registration Statement, with respect to matters governed by the laws of the State of Tennessee.

        We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

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Schedule I

Company Name	State of Incorporation
Aerojet Fine Chemicals LLC	Delaware
Aerojet-General Corporation	Ohio
Aerojet Investments Ltd.	California
Aerojet Ordnance Tennessee, Inc.	Tennessee
GenCorp Property Inc.	California
GDX Automotive Inc.	Delaware
GDX LLC	Delaware
Penn International Inc.	Ohio
RKO General, Inc.	Delaware

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Exhibit 5.1

[Letterhead of Jones Day] October 6, 2003

Schedule I

EX-5.2

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Exhibit 5.2

[Letterhead of Bass, Berry & Sims PLC]

        October 6, 2003

GenCorp Inc.
P.O.Box 537012
Sacramento, CA 95853-7012

Ladies and Gentlemen:

        We have acted as special Tennessee counsel to Aerojet Ordnance Tennessee, Inc., a Tennessee corporation (the "Tennessee Guarantor") and a subsidiary of GenCorp Inc. (the "Company"), in connection with the offer to exchange (the "Exchange Offer") up to $150,000,000 aggregate principal amount of the Company's 9¹/2% Senior Subordinated Notes due 2013 (the "Exchange Notes") that have been registered under the Securities Act of 1933 for an equal principal amount of the Company's 9¹/2% Senior Subordinated Notes due 2013 outstanding on the date hereof (the "Private Notes"), to be issued pursuant to the Indenture, dated as of August 11, 2003 (the "Indenture") by and among the Company, the Guarantors named therein, and The Bank of New York, as trustee. The Private Notes are, and the Exchange Notes will be, guaranteed (each, a "Subsidiary Guarantee") on a joint and several basis by certain of the Company's subsidiaries (the "Subsidiary Guarantors"). The terms used in this opinion that are defined in the Indenture shall have the same definitions when used herein, unless otherwise defined herein.

        In connection with this opinion, we have reviewed the Indenture. We have also reviewed such corporate documents and records of the Tennessee Guarantor, such certificates of public officials and such other matters, as we have deemed necessary or appropriate for purposes of this opinion. As to various issues of fact, we have relied upon the representations and warranties of the Tennessee Guarantor contained in the Indenture and upon statements and a certificate of officers of the Tennessee Guarantor, without independent verification or investigation. For purposes of the opinion on good standing of the Tennessee Guarantor, we have relied solely upon a good standing certificate of recent date.

        We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the legal capacity of all natural persons.

        Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

        1.     The Tennessee Guarantor is a corporation validly existing and in good standing under the laws of the State of Tennessee.

        2.     The Subsidiary Guarantee of the Exchange Notes (the "Exchange Guarantee") of the Tennessee Guarantor has been duly authorized by all necessary corporate action on the part of the Tennessee Guarantor, and when the Registration Statement on Form S-4 relating to the Exchange Offer (the "Registration Statement") has become effective under the Securities Act of 1933 and the Exchange Guarantee of the Tennessee Guarantor is delivered in accordance with the terms of the Exchange Offer in exchange for the Subsidiary Guarantee of the Tennessee Guarantor of the Private Notes, the Exchange Guarantee of the Tennessee Guarantor will have been duly executed and delivered.

        We express no opinion herein other than as to the corporate laws of the State of Tennessee. Furthermore, our opinion expressed in Paragraph 2 as to due authorization is subject to the effect of bankruptcy, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer, insolvency (whether measured on a balance sheet, liquidity or other customary basis) or other similar laws affecting creditors of the Tennessee Guarantor.

        We note that the Tennessee Guarantor's corporate records as to the ownership of its shares and its operations from January 1, 1974 through December 31, 1975 cannot be located. Because of the unavailability of such records, we have, in reliance upon the presumption of regularity, assumed that all corporate actions and proceedings during the period for which such records are missing were consistent with the opinions rendered herein.

        We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

        Our opinion is rendered as of the date hereof.

        A copy of this opinion may be delivered to Jones Day in connection with its opinion filed as Exhibit 5.1 to the Registration Statement and Jones Day may rely on this opinion as if it were addressed and had been delivered by us to it on the date hereof.

Very truly yours,

/s/ Bass, Berry & Sims PLC

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Exhibit 5.2

[Letterhead of Bass, Berry & Sims PLC]

EX-10.1

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Exhibit 10.1

CONFORMED COPY

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
AND LIMITED WAIVER AND CONSENT

        This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER AND CONSENT (this "Amendment No. 1"), dated as of July 29, 2003 is made among GENCORP INC., an Ohio corporation ("Borrower"), DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), for itself, as a Lender and as Administrative Agent for the Lenders ("Administrative Agent"), and the other Lenders signatory to the hereinafter defined Credit Agreement.

RECITALS

        A.    The Administrative Agent, the Lenders and the Borrower are party to that certain Amended and Restated Credit Agreement dated as of December 28, 2000 and amended and restated as of October 2, 2002 (as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").

        B.    On and subject to the terms and conditions hereof, the Administrative Agent, the Lenders and the Borrower wish to amend and waive, on a limited basis, certain provisions of the Credit Agreement as set forth herein, all subject to the express terms and conditions specified in this Amendment No. 1.

        C.    This Amendment No. 1 shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment No. 1; capitalized terms used herein without definition are so used as defined in the Credit Agreement.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

        1.    Amendments to Credit Agreement.    Subject to the conditions set forth in Section 5 hereof, the Credit Agreement is hereby amended as follows:

        (a)    Section 1.1 of the Credit Agreement shall be amended by inserting the following definitions in the applicable alphabetical order:

"Acquisition" means a Permitted Acquisition.

"ARC Acquisition Agreement" means the Purchase Agreement, dated as of May 2, 2003 between the ARC Seller and Aerojet, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

"ARC Acquisition Closing Date" means the date on which the ARC Business Acquisition shall have been consummated in accordance with the terms of the ARC Acquisition Documents.

"ARC Acquisition Documents" means the ARC Acquisition Agreement, the Other Agreements (as defined in the ARC Acquisition Agreement), the Disclosure Package (as defined in the ARC Acquisition Agreement) and any material agreement, document, instrument and certificate executed and/or delivered pursuant to the terms thereof.

"ARC Acquisition Subordinated Notes" means collectively, those certain unsecured senior subordinated notes due 2013 issued by the Borrower and in a minimum principal amount which shall not be less than $140,000,000 when initially issued and in a maximum principal amount which shall not exceed $200,000,000 at any time outstanding, as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder.

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"ARC Business Acquisition" means the purchase by Aerojet from the ARC Seller of (a) substantially all of the ARC Seller's business relating directly to (i) the manufacturing of propulsion systems for missiles and space vehicles (including station keeping thrusters); (ii) the manufacturing of certain related propellants and components; and (iii) the manufacturing of automotive airbag propellants, in the United States and in the United Kingdom through the ARC Seller's affiliate, the UK Company and (b) all of the issued and outstanding share capital of the UK Company, pursuant to the ARC Acquisition Agreement.

"ARC Seller" means Atlantic Research Corporation.

"Cash Operating Account" has the meaning assigned to that term in Section 4.4(l).

"Cash Operating Account Close Date" has the meaning assigned to that term in Section 4.4(l).

"Minimum Liquidity Amount" has the meaning assigned to that term in Section 7.18.

"Retained Amount" has the meaning assigned to that term in Section 4.4(l).

"UK Company" means ARC UK Limited.

        (b)    The definition of "Consolidated Adjusted EBITDA" contained in Section 1.1 of the Credit Agreement shall be amended by (i) deleting the phrase "minus, to the extent included in Consolidated Net Income or Consolidated Net Loss for such period, any non-cash non-operating income or gains related to defined pension plans of the Borrower" immediately following the phrase "Section 420 of the Internal Revenue Code (or its successor provision) was utilized by the Borrower in the preceding Fiscal Year," and substituting in lieu thereof the following:

"(vi) any non-cash loss or expense related to defined pension plans of the Borrower minus, (A) to the extent included in Consolidated Net Income or Consolidated Net Loss for such period, any non-cash income or gains related to defined benefit pension plans of the Borrower, and (B) any cash payments relating to defined benefit pension plans of the Borrower"

        and (ii) inserting the following sentence immediately following the phrase "assuming the consummation of the OTS Business Acquisition as of the first day of such four-quarter period.":

"Further, for any four-quarter period ending on or prior to the date that is the one-year anniversary date of the ARC Acquisition Closing Date but after the ARC Acquisition Closing Date (to the extent such date occurs), Consolidated Adjusted EBITDA shall be calculated on a pro forma basis assuming the consummation of the ARC Business Acquisition as of the first day of such four-quarter period."

        (c)    The definition of "Consolidated Net Worth" contained in Section 1.1 of the Credit Agreement shall be amended by inserting the phrase "plus, but only so long as the Consolidated Net Worth of the Borrower calculated in accordance with the preceding provisions (and prior to the following adjustment) is greater than zero, the accumulated charge to equity, if any, associated with the minimum pension liability relating to any defined benefit pension plan of the Borrower," immediately following the phrase "obsolescence, environmental liabilities, deferred income taxes, insurance and inventory valuation".

        (d)    Subsection 2.10(a)(i)(A) of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof:

        "(A) the aggregate LC Obligations at such time would exceed the Dollar Equivalent of Seventy Million Dollars ($70,000,000), or"

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        (e)    Section 4.4 of the Credit Agreement shall be amended by inserting the following new subsections (k) and (l) immediately after subsection (j) thereof:

"(k) Mandatory Prepayment Upon Purchase Price Adjustment Related to ARC Business Acquisition. On the Business Day following receipt of the net cash proceeds of any payment by the ARC Seller to Aerojet pursuant to any adjustment to the Purchase Price (as such term is defined in the ARC Acquisition Agreement) an amount equal to 100% of such payment shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of Section 4.5(a), subject to modification of such application as set forth in Section 4.5(c); provided that no such payment shall be required to be so applied if the proceeds of such adjustment do not equal or exceed $7,000,000 (or the Dollar Equivalent thereof).

(l) Mandatory Prepayment Upon Issuance of ARC Acquisition Subordinated Notes.    Notwithstanding anything to the contrary in Section 4.4(h), on the Business Day of receipt thereof, an amount equal to 100% of the Net Offering Proceeds of the ARC Acquisition Subordinated Notes shall be (x) first, applied to repay, pro rata, the outstanding Revolving Loans (without a permanent reduction of the Revolving Commitments) pursuant to Section 4.5(a) (and the Revolving Lenders hereby waive compensation for funding losses pursuant to Section 3.5 solely as a result of such repayment) and (y) second, retained by the Borrower for the purpose of financing, in part, the ARC Business Acquisition (the "Retained Amount"); provided, however, that pending application of the Retained Amount to finance the ARC Business Acquisition in the manner permitted hereunder, such Retained Amount shall be deposited by the Borrower on the Business Date of receipt thereof into a designated operating account of the Borrower at DBTCA (the "Cash Operating Account"), which Cash Operating Account shall be maintained in accordance with, and used for the purposes described in, said Section 7.18. In the event that the ARC Business Acquisition has not been consummated by December 31, 2003 (the "Cash Operating Account Close Date"), the Borrower shall be required on the Cash Operating Account Close Date to apply an amount equal to 100% of the Retained Amount to repay, on a pro rata basis, the Term A Loans pursuant to Section 4.5(a), and thereafter, to the extent of any remaining Retained Amount, to repay, on a pro rata basis, the New Term B Loans pursuant to Section 4.5(a), subject to modification of such application as set forth in Section 4.5(c)."

        (f)    The first sentence of Section 4.5(a) of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof:

"Subject in all events to the final proviso set forth in Section 4.4(d), (f), (g), (h)  and (j) and except as otherwise expressly provided in Section 4.4(d) and (j), all prepayments of principal made by the Borrower pursuant to Section 4.4 (other than with respect to Section 4.4(a), (b), (c) and (l)) shall be applied to repay the Term A Loans and the New Term B Loans (with the Term A Percentage of such repayment to be applied as a repayment of Term A Loans and the New Term B Percentage of such repayment to be applied as a repayment of New Term B Loans)."

        (g)    Section 4.5(a) of the Credit Agreement shall be amended by inserting the following sentences immediately after the sentence "Any prepayment of Term Loans pursuant to Section 4.4(i) shall be applied pro rata to each of the Scheduled Term A Repayments and Scheduled New Term B Repayments.":

"Any prepayments of Revolving Loans pursuant to Section 4.4(l) shall be applied, to the payment, pro rata, of the then outstanding balance of the Revolving Loans and within each of the Revolving Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and with respect to Eurocurrency Loans, in such order as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall

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determine). Any prepayments of Term Loans pursuant to Section 4.4(l) shall be allocated first to the Term A Loans or the New Term B Loans, as the case may be, based on the aggregate principal amount of the Scheduled Term A Repayments or the Scheduled New Term B Repayments, as applicable, due within the twelve month period following the date of such prepayment in direct order of maturity, and, thereafter, shall be allocated second to the Term A Loans or the New Term B Loans, as the case may be, in proportional amounts equal to the Term A Percentage or the New Term B Percentage (in each case, after giving effect to the prepayments made to the Scheduled Term A Repayments or Scheduled New Term B Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if any, and, within each Term A Loan or New Term B Loan, shall be applied to reduce the remaining Scheduled Term A Repayments or Scheduled New Term B Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Term A Repayments or Scheduled New Term B Repayments, as the case may be)."

        (h)    The first sentence of Section 4.5(c) of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof:

"Notwithstanding anything to the contrary contained in this Section 4.5 with respect to any voluntary prepayment or mandatory prepayment of New Term B Loans otherwise required pursuant to Sections 4.3, 4.4(d), (e), (f) , (g), (h), (i), (j), (k) and (l), if the Borrower has given the Administrative Agent written notification that the Borrower has elected, in its sole discretion, to give each Lender with a New Term B Loan the right to waive such Lender's rights to receive its pro rata percentage of such prepayment (any such repayment, a "Waivable Prepayment"), the Administrative Agent shall notify such Lenders thereof and the amount required to be applied to each such Lender's New Term B Loans pursuant to the Waivable Prepayment."

        (i)    Article VII of the Credit Agreement shall be amended by inserting the following new Section 7.18 immediately after Section 7.17 therein:

"Section 7.18 Cash Operating Account.

Until the earlier to occur of (i) the ARC Acquisition Closing Date or (ii) the Cash Operating Account Close Date, the Borrower agrees to maintain the Cash Operating Account and, subject to the following sentence, to use amounts on deposit in the Cash Operating Account for (x) the purposes described in Section 4.4(l) and (y) ongoing working capital needs and general corporate purposes. For so long as the Cash Operating Account remains in existence in accordance with this Section 7.18, the Borrower agrees to maintain amounts on deposit in the Cash Operating Account plus Total Available Revolving Commitment in an aggregate amount of not less than $165,000,000 (the "Minimum Liquidity Amount") and further agrees that it shall not withdraw more than $25,000,000 in the aggregate from the Cash Operating Account and that it shall only withdraw such permitted amounts so long as it shall maintain the Minimum Liquidity Amount at the time of, and after giving effect to, any such withdrawal. Amounts held in the Cash Operating Account shall be invested solely in Cash and Cash Equivalents."

        (j)    Section 8.2 of the Credit Agreement shall be amended by (i) in subsection (p) thereof, deleting the "." and inserting in lieu thereof the following phrase "; and" and (ii) inserting the following new subsections (q), (r) and (s) immediately after subsection (p) therein:

        "(q)    Indebtedness of the Borrower arising under the ARC Acquisition Subordinated Notes; provided, that the principal amount of such Indebtedness shall not be less than $140,000,000 in the aggregate when initially issued and shall not exceed $200,000,000 in the aggregate at any time outstanding;

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        (r)    Indebtedness consisting of Guarantee Obligations of any Subsidiary of the Borrower of the ARC Acquisition Subordinated Notes, provided, that such Subsidiary Guarantee Obligations shall be unsecured and shall be subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent and the principal amount of the ARC Acquisition Subordinated Notes being guaranteed shall not be less than $140,000,000 in the aggregate when initially issued and shall not exceed $200,000,000 in the aggregate at any time outstanding; and

        (s)    Indebtedness consisting of an unsecured Guarantee Obligation by the Borrower of the obligations of Aerojet under the ARC Acquisition Documents."

        (k)    Section 8.7(h) of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof:

"(h) the Borrower and its Subsidiaries may make capital contributions to existing Foreign Subsidiaries of the Borrower, and may capitalize or forgive any Indebtedness owed to them by a Foreign Subsidiary of the Borrower, provided, that the aggregate amount of such contributions, capitalizations and forgiveness, without duplication as to amounts contributed from one Subsidiary to its Subsidiary (determined without regard to any write-downs or write-offs thereof), shall not exceed an amount equal to $5,000,000 (or the Dollar Equivalent thereof) and provided further that, notwithstanding the preceding proviso, the Borrower and its Subsidiaries may make capital contributions to Snappon SA through contributions of intercompany receivables in an aggregate amount not to exceed $24,000,000 (or the Dollar Equivalent thereof);"

        (l)    Section 8.11 of the Credit Agreement shall be amended by (i) in subsection (ii) thereof, deleting the "or"; (ii) in subsection (iii) thereof, deleting the "." and inserting in lieu thereof the following phrase "; or"; and (iii) inserting the following new subsection (iv) immediately after subsection (iii) therein:

"(iv) amend, modify or permit the amendment or modification in any way adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent after reasonable advance notice of such proposed change) of any provision of the ARC Acquisition Subordinated Notes or the Subordinated Notes, or any indentures or agreements pursuant to which the ARC Acquisition Subordinated Notes or the Subordinated Notes have been authorized without the prior written consent of the Required Lenders; provided, however, that with respect to amendments and modifications to such notes or agreements which do not require consent of the affected noteholders, such consent of the Lenders shall not be unreasonably withheld, conditioned or delayed, and provided further that it being understood, without limitation, that no amendment or modification of such notes or agreements that, solely with respect to the terms of such notes or agreements, reduces principal, interest or fees, premiums or penalty charges, or extends any scheduled or mandatory payment, prepayment or redemption of principal or interest, or makes less restrictive any agreement or releases away any security, or waives any condition precedent or default shall be adverse to the interests of the Lenders for purposes of this Agreement."

        (m)    Section 9.1 of the Credit Agreement shall be amended by deleting the Fiscal Years Ending November 30, 2003 and November 30, 2004 and the amounts immediately set forth opposite such Fiscal Years and substituting the following in lieu thereof:

"Fiscal Year Ending	Amount
November 30, 2003	$	50,000,000
November 30, 2004	$	55,000,000	"

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        (n)    Section 9.3 of the Credit Agreement shall be amended by (i) deleting all of the Fiscal Quarters after (but not including) May 31, 2003 and the ratios immediately set forth opposite such Fiscal Quarters and (ii) substituting the following in lieu thereof; provided that (A) the ratios set forth under the heading "Effective Date Ratio" shall become effective immediately upon the Effective Date and (B) the ratios set forth under the heading "ARC Acquisition Ratio" shall become immediately effective (and shall supersede the Effective Date Ratios) upon the ARC Acquisition Closing Date, without any further action on behalf of the Borrower or the Lenders:

"Fiscal Quarter	Effective Date Ratio	ARC Acquisition Ratio
August 31, 2003	4.50 to 1.00	4.50 to 1.00
November 30, 2003	4.10 to 1.00	4.40 to 1.00
February 28, 2004	4.10 to 1.00	4.30 to 1.00
May 31, 2004	4.10 to 1.00	4.20 to 1.00
August 31, 2004	4.20 to 1.00	4.10 to 1.00
November 30, 2004	4.50 to 1.00	4.20 to 1.00
February 28, 2005	4.60 to 1.00	4.30 to 1.00
May 31, 2005	4.60 to 1.00	4.40 to 1.00
August 31, 2005	4.60 to 1.00	4.50 to 1.00
November 30, 2005	4.70 to 1.00	4.70 to 1.00
February 28, 2006 and thereafter	5.00 to 1.00	5.00 to 1.00"

        (o)    Section 9.4 of the Credit Agreement shall be amended by (i) deleting all of the Fiscal Quarters after (but not including) May 31, 2003 and the ratios immediately set forth opposite such Fiscal Quarters and (ii) substituting the following in lieu thereof; provided that (A) the ratios set forth under the heading "Effective Date Ratio" shall become effective immediately upon the Effective Date and (B) the ratios set forth under the heading "ARC Acquisition Ratio" shall become immediately effective (and shall supersede the Effective Date Ratios) upon the ARC Acquisition Closing Date, without any further action on behalf of the Borrower or the Lenders:

"Fiscal Quarter	Effective Date Ratio	ARC Acquisition Ratio
August 31, 2003	3.25 to 1.00	3.25 to 1.00
November 30, 2003	3.25 to 1.00	3.70 to 1.00
February 28, 2004	3.25 to 1.00	3.60 to 1.00
May 31, 2004	3.25 to 1.00	3.60 to 1.00
August 31, 2004	3.25 to 1.00	3.60 to 1.00
November 30, 2004	3.00 to 1.00	3.25 to 1.00
February 28, 2005	2.90 to 1.00	3.25 to 1.00
May 31, 2005	2.90 to 1.00	3.10 to 1.00
August 31, 2005	2.90 to 1.00	3.00 to 1.00
November 30, 2005	2.80 to 1.00	2.80 to 1.00
February 28, 2006r	2.60 to 1.00	2.60 to 1.00
May 31, 2006 and thereafter	2.50 to 1.00	2.50 to 1.00"

        (p)    Section 10.1(c) of the Credit Agreement shall be amended by deleting the phrase "Sections 7.3(a) or 7.11" therein and substituting in lieu thereof the phrase "Sections 7.3(a), 7.11 or 7.18".

        2.    Limited Waiver and Consent.

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        (a)    The Majority Lenders of each of the Term A Facility and the New Term B Facility hereby waive compliance by the Borrower with respect to Section 4.4(h) of the Credit Agreement in connection with the application of the Net Offering Proceeds of the ARC Acquisition Subordinated Notes.

        (b)    The Required Lenders hereby waive compliance by the Borrower with respect to Section 8.7(k) of the Credit Agreement in connection with the ARC Business Acquisition and hereby consent to the ARC Business Acquisition as a "Permitted Acquisition" for all purposes of the Credit Agreement, notwithstanding the terms and conditions set forth in such Section 8.7(k).

        (c)    The Facing Agent hereby consents to the increase in the maximum amount of aggregate LC Obligations from $60,000,000 to $70,000,000.

        3.    Representations and Warranties.    As of the date hereof, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

        (a)    After giving effect to this Amendment No. 1 (i) no Unmatured Event of Default or Event of Default shall have occurred or be continuing and (ii) the representations and warranties of the Borrower contained in the Loan Documents shall each be true and correct in all material respects at and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which event such representation and warranties shall be true and correct as of such specified date.

        (b)    The execution, delivery and performance, as the case may be, by the Borrower of this Amendment No. 1 and the other Loan Documents and transactions contemplated hereby are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action (including, without limitation, all necessary shareholder approvals) of the Borrower, shall have received all necessary governmental approvals, and do not and will not contravene or conflict with any provision of law applicable to the Borrower, the certificate or articles of incorporation or bylaws of the Borrower, or any order, judgment or decree of any court or other agency of government or any contractual obligation binding upon the Borrower.

        (c)    Each of this Amendment No. 1, the Credit Agreement and any other Loan Document is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, except to the extent enforceability is limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally or by application of general principles of equity.

        4.    Amendment Fee.    In consideration of the execution of this Amendment No. 1 by the Lenders, the Borrower hereby agrees to pay on the Amendment Effective Date, without setoff, deduction or counterclaim, to the Administrative Agent on account of each Lender that has executed and delivered (including delivery of way of facsimile) a copy of this Amendment No. 1 to the attention of Kay McNab at Winston & Strawn, 35 West Wacker Drive, Chicago, Illinois 60601, telecopy number 312-558-5700, at or prior to 2:00 p.m. (New York City time) on July 29, 2003 (the "Delivery Date"), a non-refundable amendment fee (the "Amendment Fee") in an amount equal to 0.125% of the sum of such Lender's Revolving Commitment, Term A Loans and New Term B Loans as of the Delivery Date.

        5.    Conditions.    This Amendment No. 1 shall become effective on the date (the "Amendment Effective Date") each of the following conditions precedent is satisfied:

        (a)    the Administrative Agent shall have received counterparts of this Amendment No. 1 duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent and the percentages of Lenders required by the Credit Agreement (and such counterparts of the Lenders held by the Administrative Agent shall be released by the Administrative Agent without any further action by such Lenders);

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        (b)    the Administrative Agent shall have received duly executed originals of a certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower and each other Credit Party, dated as of the date hereof, stating that (A) since November 30, 2002 (i) no event or condition has occurred or is existing which could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change in the industry in which the Borrower or such Credit Party operates; (iii) no litigation has been commenced which, if successful, would have a Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement and the other Loan Documents; (iv) there have been no Restricted Payments made by the Borrower or any of its Subsidiaries other than in accordance with the Credit Agreement; and (v) there has been no material increase in liabilities, liquidated or contingent, and no material decrease in assets of the Borrower or any of its Subsidiaries, and (B) all necessary governmental (domestic and foreign) and third party approvals in connection with the Credit Agreement and the transactions contemplated by this Amendment No. 1 have been obtained and remain in effect;

        (c)    the Administrative Agent shall have received pro forma (after giving effect to the transactions contemplated by this Amendment No. 1, including the issuance of the ARC Acquisition Subordinated Notes and the consummation of the ARC Business Acquisition) financial statements in form and substance satisfactory to the Administrative Agent and the Required Lenders;

        (d)    the Administrative Agent shall have received from the Borrower all fees and expenses of legal counsel (both foreign and U.S.) to the Administrative Agent to the extent then invoiced;

        (e)    the Borrower shall have paid in full to the Administrative Agent the Amendment Fee required by Section 4 hereof; and

        (f)    the ARC Acquisition Subordinated Notes shall have been issued and shall be outstanding.

        6.    Affirmation of Subsidiary Guarantors.    By its signature set forth below, each Subsidiary Guarantor hereby confirms to the Administrative Agent and the Lenders that, after giving effect to this Amendment No. 1 and the transactions contemplated hereby, the Subsidiary Guaranty of such Subsidiary Guarantor and each other Loan Document to which such Subsidiary Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability.

        7.    Successors and Assigns.    This Amendment No. 1 shall be binding on and shall inure to the benefit of the Borrower, the Administrative Agent, the Lenders and their respective successors and assigns; provided that the Borrower may not assign its rights, obligations, duties or other interests hereunder without the prior written consent of the Administrative Agent and the Lenders. The terms and provisions of this Amendment No. 1 are for the purpose of defining the relative rights and obligations of the Borrower, the Administrative Agent and the Lenders with respect to the transactions contemplated hereby and there shall be no third party beneficiaries of any of the terms and provisions of this Amendment No. 1.

        8.    Entire Agreement.    This Amendment No. 1, the Credit Agreement (as amended hereby) and the other Loan Documents constitute the entire agreement of the parties with respect to the subject matter hereof.

        9.    Incorporation of Credit Agreement.    The provisions contained in Sections 12.4, 12.9 and 12.10 of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety with respect to this Amendment No. 1.

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        10.    Amendment; Waiver.    The parties hereto agree and acknowledge that nothing contained in this Amendment No. 1 in any manner or respect limits or terminates any of the provisions of the Credit Agreement or any of the other Loan Documents other than as amended as expressly set forth herein and further agree and acknowledge that the Credit Agreement (as amended hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed. Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment No. 1 shall not operate as a waiver of any rights, power or remedy of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document. No delay on the part of any Lender or the Administrative Agent in exercising any of their respective rights, remedies, powers and privileges under the Credit Agreement or any of the Loan Documents or partial or single exercise thereof, shall constitute a waiver thereof. On and after the Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, and each reference to the Credit Agreement in the Loan Documents and all other documents delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended hereby.

        11.    Captions.    Section captions used in this Amendment No. 1 are for convenience only, and shall not affect the construction of this Amendment No. 1.

        12.    Severability.    Whenever possible each provision of this Amendment No. 1 shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment No. 1 shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment No. 1.

        13.    Counterparts.    This Amendment No. 1 may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.

[signature pages immediately follow]

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        IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the date first written above.

GENCORP INC.		GENCORP PROPERTY INC., as Subsidiary Guarantor
By:	/s/  TERRY L. HALL Name: TERRY L. HALL Title: President and Chief Executive Officer	By:	/s/  TERRY L. HALL Name: TERRY L. HALL Title: President
AEROJET FINE CHEMICALS LLC By its sole member: GenCorp Inc., an Ohio corporation as Subsidiary Guarantor		AEROJET-GENERAL CORPORATION, as Subsidiary Guarantor
By:	/s/  YASMIN R. SEYAL Name: YASMIN R. SEYAL Title: Treasurer	By:	/s/  YASMIN R. SEYAL Name: YASMIN R. SEYAL Title: Treasurer
AEROJET INVESTMENTS LTD., as Subsidiary Guarantor		AEROJET ORDNANCE TENNESSEE, INC., as Subsidiary Guarantor
By:	/s/  FRANK V. FOGARTY Name: FRANK V. FOGARTY Title: Vice President & Chief Financial Officer/Treasurer	By:	/s/  DALE G. ADAMS Name: DALE G. ADAMS Title: President
GDX AUTOMOTIVE INC., as Subsidiary Guarantor		GDX LLC By its sole member: GenCorp Inc., an Ohio corporation as Subsidiary Guarantor
By:	/s/  TERRY L. HALL Name: TERRY L. HALL Title: President and Chairman	By:	/s/  TERRY L. HALL Name: TERRY L. HALL Title: President

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PENN INTERNATIONAL INC., as Subsidiary Guarantor		RKO GENERAL, INC., as Subsidiary Guarantor
By:	/s/  TERRY L. HALL Name: TERRY L. HALL Title: President	By:	/s/  TERRY L. HALL Name: TERRY L. HALL Title: President
DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Lender, Administrative Agent and Facing Agent		ABN AMRO BANK N.V., as Lender
By:	/s/  MARGUERITE SUTTON Name: MARGUERITE SUTTON Title: Vice President	By:	/s/  TERRENCE J. WARD Name: TERRENCE J. WARD Title: Senior Vice President
		By:	/s/  EDWARD JOHN HILL III Name: EDWARD JOHN HILL III Title: Assistant Vice President
AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager		VENTURE CDO 2002, LIMITED By its investment advisor, Barclays Capital Asset Management Limited,
		By its sub-advisor, Barclays Bank PLC, New York Branch
By:	/s/  DAVID P. MEYER Name: DAVID P. MEYER Title: Vice President	By:	/s/  MARTIN F. DAVEY Name: MARTIN F. DAVEY Title: Director
VENTURE II CDO 2002, LIMITED By its investment advisor, Barclays Bank PLC, New York Branch		THE BANK OF NOVA SCOTIA, as Lender
By:	/s/  MARTIN F. DAVEY Name: MARTIN F. DAVEY Title: Director	By:	/s/  JOHN QUICK Name: JOHN QUICK Title: Managing Director

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THE BANK OF NEW YORK, as Lender		BANK ONE, NA, as Lender
By:	/s/  BRENDAN T. NEDZI Name: BRENDAN T. NEDZI Title: Senior Vice President	By:	/s/  WILLIAM BUHR Name: WILLIAM BUHR Title: Associate
FRANKLIN CLO I LTD, as Lender		FRANKLIN CLO II LTD, as Lender
By:	/s/  RICHARD D'ADDARIO Name: RICHARD D'ADDARIO Title: Vice President	By:	/s/  RICHARD D'ADDARIO Name: RICHARD D'ADDARIO Title: Vice President
FRANKLIN CLO III LTD, as Lender		FRANKLIN CLO IV, LIMITED, as Lender
By:	/s/  RICHARD D'ADDARIO Name: RICHARD D'ADDARIO Title: Vice President	By:	/s/  RICHARD D'ADDARIO Name: RICHARD D'ADDARIO Title: Vice President
FRANKLIN FLOAT RATE TRUST, as Lender		FRANKLIN FLOATING DAILY, as Lender
By:	/s/  RICHARD D'ADDARIO Name: RICHARD D'ADDARIO Title: Senior Vice President	By:	/s/  RICHARD D'ADDARIO Name: RICHARD D'ADDARIO Title: Senior Vice President
ING CAPITAL LLC, as Lender		AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent
By:	/s/  WILLIAM POVEY Name: WILLIAM POVEY Title: Managing Director	By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory

12

AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Attorney in fact		AMARA-I FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. as Financial Manager
By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory
AMARA 2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. as Financial Manager		AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor
By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory
AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor		INVESCO CBO 2000-1 LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor
By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory
CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor		DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Advisor
By:	/s/  JOSEPH ROTONDOV Name: JOSEPH ROTONDO Title: Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory
INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management, Inc. as Collateral Manager		OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management, Inc. as Subadvisor
By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory

13

SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc. as Asset Manager		SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. as Collateral Manager
By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name: JOSEPH ROTONDO Title: Authorized Signatory
NATIONAL CITY BANK, as Lender		THE NORTHERN TRUST COMPANY, as Lender
By:	/s/  TOM GURBACH Name: TOM GURBACH Title: Vice President	By:	/s/  PETER R. MARTINETS Name: PETER R. MARTINETS Title: Vice President
HARBOURVIEW CLO IV, LTD.		HARBOURVIEW CLO V, LTD.
By:	/s/  BILL CAMPBELL Name: BILL CAMPBELL Title: Manager	By:	/s/  BILL CAMPBELL Name: BILL CAMPBELL Title: Manager

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OPPENHEIMER SENIOR FLOATING RATE FUND		PACIFICA PARTNERS I, L.P., By: Imperial Credit Asset Management as its Investment Manager as Lender
By:	/s/  BILL CAMPBELL Name: BILL CAMPBELL Title: Manager	By:	/s/  DEAN KAWAI Name: DEAN KAWAI Title: Senior Vice President
PROMETHEUS INV FUND NO. 2, as Lender		PROMETHEUS INV NO. 1, as Lender
By:	/s/  IRV ROA Name: IRV ROA Title: Director	By:	/s/  IRV ROA Name: IRV ROA Title: Director
By:	/s/  ELIZABETH TALLMADGE Name: ELIZABETH TALLMADGE Title: Managing Director Chief Investment Officer	By:	/s/  ELIZABETH TALLMADGE Name: ELIZABETH TALLMADGE Title: Managing Director Chief Investment Officer
STANFIELD CLO LTD. By: Stanfield Capital Partners LLC as its Investment Manager as Lender		WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Collateral Manager as Lender
By:	/s/  CHRISTOPHER A. BONDY Name: CHRISTOPHER A. BONDY Title: Partner	By:	/s/  CHRISTOPHER A. BONDY Name: CHRISTOPHER A. BONDY Title: Partner
STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager as Lender		STANFIELD QUATTRO CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager as Lender
By:	/s/  CHRISTOPHER A. BONDY Name: CHRISTOPHER A. BONDY Title: Partner	By:	/s/  CHRISTOPHER A. BONDY Name: CHRISTOPHER A. BONDY Title: Partner

15

HAMILTON CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager as Lender		AURUM CLO 2002-1 LTD. By: Columbia Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), as Investment Manager
By:	/s/  CHRISTOPHER A. BONDY Name: CHRISTOPHER A. BONDY Title: Partner	By:	/s/  JAMES R. FELLOWS Name: JAMES R. FELLOWS Title: Sr. Vice President & Portfolio Manager
SRF 2000, INC., as Lender		C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager
By:	/s/  DIANA M. HIMES Name: DIANA M. HIMES Title: Assistant Vice President	By:	/s/  RICHARD F. KURTH Name: RICHARD F. KURTH Title: Senior Vice President
KZH CRESCENT LLC		KZH CRESCENT-2 LLC
By:	/s/  HI HUA Name: HI HUA Title: Authorized Agent	By:	/s/  HI HUA Name: HI HUA Title: Authorized Agent
KZH CRESCENT-3 LLC		TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager
By:	/s/  HI HUA Name: HI HUA Title: Authorized Agent	By:	/s/  RICHARD F. KURTH Name: RICHARD F. KURTH Title: Senior Vice President
		By:	/s/  JONATHAN R. INSULL Name: JONATHAN R. INSULL Title: Managing Director

16

SEQUILS I, LTD. By: TCW Advisors, Inc., as its Collateral Manager		SEQUILS IV, LTD. By: TCW Advisors, Inc., as its Collateral Manager
By:	/s/  RICHARD F. KURTH Name: RICHARD F. KURTH Title: Senior Vice President	By:	/s/  RICHARD F. KURTH Name: RICHARD F. KURTH Title: Senior Vice President
By:	/s/  JONATHAN R. INSULL Name: JONATHAN R. INSULL Title: Managing Director	By:	/s/  JONATHAN R. INSULL Name: JONATHAN R. INSULL Title: Managing Director
TORONTO DOMINION (NEW YORK), INC. as Lender		WACHOVIA BANK, National Association,
By:	/s/  GWEN ZIRKLE Name: GWEN ZIRKLE Title: Vice President	By:	/s/  ROBERT G. MCGILL JR. Name: ROBERT G. MCGILL JR. Title: Vice President
WELLS FARGO BANK, N.A., as Lender
By:	/s/  GREGORY J. MELLOR Name: GREGORY J. MELLOR Title: Vice President

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Exhibit 10.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER AND CONSENT

EX-10.2

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Exhibit 10.2

CONFORMED COPY

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

        This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment No. 2"), dated as of August 25, 2003 is made among GENCORP INC., an Ohio corporation ("Borrower"), DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), for itself, as a Lender and as Administrative Agent for the Lenders ("Administrative Agent"), and the other Lenders signatory to the hereinafter defined Credit Agreement.

RECITALS

        A.    The Administrative Agent, the Lenders and the Borrower are party to that certain Amended and Restated Credit Agreement dated as of December 28, 2000 and amended and restated as of October 2, 2002 (as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver and Consent dated as of July 29, 2003 ("Amendment No. 1")) (collectively with Amendment No. 1, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").

        B.    On and subject to the terms and conditions hereof, the Administrative Agent, the Lenders and the Borrower wish to amend certain provisions of the Credit Agreement as set forth herein, all subject to the express terms and conditions specified in this Amendment No. 2.

        C.    This Amendment No. 2 shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment No. 2; capitalized terms used herein without definition are so used as defined in the Credit Agreement.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

        1.    Amendments to Credit Agreement.    Subject to the condition set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows:

        (a)    The second sentence of Section 7.18 of the Credit Agreement shall be deleted in its entirety and the following is substituted in lieu thereof:

"For so long as the Cash Operating Account remains in existence in accordance with this Section 7.18, the Borrower agrees to maintain amounts on deposit in the Cash Operating Account plus Total Available Revolving Commitment in an aggregate amount of not less than $140,000,000 (the "Minimum Liquidity Amount") and further agrees that it shall not withdraw more than $25,000,000 in the aggregate from the Cash Operating Account and that it shall only withdraw such permitted amounts so long as it shall maintain the Minimum Liquidity Amount at the time of, and after giving effect to, any such withdrawal."

        (b)    Section 9.3 of the Credit Agreement shall be amended by (i) deleting all of the Fiscal Quarters after (but not including) May 31, 2003 and the ratios immediately set forth opposite such Fiscal Quarters and (ii) substituting the following in lieu thereof; provided that (A) the ratios set forth under the heading "Effective Date Ratio" shall become effective immediately upon the Effective Date and (B) the ratios set forth under the heading "ARC Acquisition Ratio" shall

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become immediately effective (and shall supersede the Effective Date Ratios) upon the ARC Acquisition Closing Date, without any further action on behalf of the Borrower or the Lenders:

"Fiscal Quarter	Effective Date Ratio	ARC Acquisition Ratio
August 31, 2003	4.50 to 1.00	4.50 to 1.00
November 30, 2003	4.10 to 1.00	4.40 to 1.00
February 28, 2004	4.10 to 1.00	4.30 to 1.00
May 31, 2004	4.00 to 1.00	4.00 to 1.00
August 31, 2004	3.90 to 1.00	3.80 to 1.00
November 30, 2004	4.10 to 1.00	3.90 to 1.00
February 28, 2005	4.20 to 1.00	4.00 to 1.00
May 31, 2005	4.20 to 1.00	4.00 to 1.00
August 31, 2005	4.20 to 1.00	4.10 to 1.00
November 30, 2005	4.40 to 1.00	4.30 to 1.00
February 28, 2006	4.70 to 1.00	4.60 to 1.00
May 31, 2006	5.00 to 1.00	4.70 to 1.00
August 31, 2006	5.00 to 1.00	4.90 to 1.00
November 30, 2006 and thereafter	5.00 to 1.00	5.00 to 1.00"

        2.    Representations and Warranties.    As of the date hereof, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

        (a)    After giving effect to this Amendment No. 2 (i) no Unmatured Event of Default or Event of Default shall have occurred or be continuing and (ii) the representations and warranties of the Borrower contained in the Loan Documents shall each be true and correct in all material respects at and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which event such representation and warranties shall be true and correct as of such specified date.

        (b)    The execution, delivery and performance, as the case may be, by the Borrower of this Amendment No. 2 and the other Loan Documents and transactions contemplated hereby are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action (including, without limitation, all necessary shareholder approvals) of the Borrower, shall have received all necessary governmental approvals, and do not and will not contravene or conflict with any provision of law applicable to the Borrower, the certificate or articles of incorporation or bylaws of the Borrower, or any order, judgment or decree of any court or other agency of government or any contractual obligation binding upon the Borrower.

        (c)    Each of this Amendment No. 2, the Credit Agreement and any other Loan Document is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, except to the extent enforceability is limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally or by application of general principles of equity.

        3.    Condition.    This Amendment No. 2 shall become effective on the date (the "Amendment Effective Date") the Administrative Agent shall have received counterparts of this Amendment No. 2 duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent and the percentages of Lenders required by the Credit Agreement (and such counterparts of the Lenders held by the Administrative Agent shall be released by the Administrative Agent without any further action by such Lenders).

        4.    Affirmation of Subsidiary Guarantors.    By its signature set forth below, each Subsidiary Guarantor hereby confirms to the Administrative Agent and the Lenders that, after giving effect to this

2

Amendment No. 2 and the transactions contemplated hereby, the Subsidiary Guaranty of such Subsidiary Guarantor and each other Loan Document to which such Subsidiary Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability.

        5.    Successors and Assigns.    This Amendment No. 2 shall be binding on and shall inure to the benefit of the Borrower, the Administrative Agent, the Lenders and their respective successors and assigns; provided that the Borrower may not assign its rights, obligations, duties or other interests hereunder without the prior written consent of the Administrative Agent and the Lenders. The terms and provisions of this Amendment No. 2 are for the purpose of defining the relative rights and obligations of the Borrower, the Administrative Agent and the Lenders with respect to the transactions contemplated hereby and there shall be no third party beneficiaries of any of the terms and provisions of this Amendment No. 2.

        6.    Entire Agreement.    This Amendment No. 2, the Credit Agreement (as amended hereby) and the other Loan Documents constitute the entire agreement of the parties with respect to the subject matter hereof.

        7.    Incorporation of Credit Agreement.    The provisions contained in Sections 12.4, 12.9 and 12.10 of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety with respect to this Amendment No. 2.

        8.    Amendment; Waiver.    The parties hereto agree and acknowledge that nothing contained in this Amendment No. 2 in any manner or respect limits or terminates any of the provisions of the Credit Agreement or any of the other Loan Documents other than as amended as expressly set forth herein and further agree and acknowledge that the Credit Agreement (as amended hereby) and each of the other Loan Documents remain and continue in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment No. 2 shall not operate as a waiver of any rights, power or remedy of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document. No delay on the part of any Lender or the Administrative Agent in exercising any of their respective rights, remedies, powers and privileges under the Credit Agreement or any of the Loan Documents or partial or single exercise thereof, shall constitute a waiver thereof. On and after the Amendment Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, and each reference to the Credit Agreement in the Loan Documents and all other documents delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended hereby.

        9.    Captions.    Section captions used in this Amendment No. 2 are for convenience only, and shall not affect the construction of this Amendment No. 2.

        10.    Severability.    Whenever possible each provision of this Amendment No. 2 shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment No. 2 shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment No. 2.

        11.    Counterparts.    This Amendment No. 2 may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 2 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 2.

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[signature pages immediately follow]

4

        IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of the date first written above.

GENCORP INC.		AEROJET-GENERAL CORPORATION, as Subsidiary Guarantor
By:	/s/  TERRY L. HALL Title: President and Chief Executive Officer	By:	/s/  YASMIN R. SEYAL Name:  YASMIN R. SEYAL Title:    Treasurer
AEROJET ORDNANCE TENNESSEE, INC., as Subsidiary Guarantor		GENCORP PROPERTY INC., as Subsidiary Guarantor
By:	/s/  DALE G. ADAMS Name:  DALE G. ADAMS Title:    President	By:	/s/  TERRY L. HALL Name:  TERRY L. HALL Title:    President
PENN INTERNATIONAL INC., as Subsidiary Guarantor		GDX LLC, as Subsidiary Guarantor
By:	/s/  TERRY L. HALL Name:  TERRY L. HALL Title:    President	By:	/s/  TERRY L. HALL Name:  TERRY L. HALL Title:    President
AEROJET FINE CHEMICALS LLC, as Subsidiary Guarantor		AEROJET INVESTMENTS LTD., as Subsidiary Guarantor
By:	/s/  YASMIN R. SEYAL Name:  YASMIN R. SEYAL Title:    Treasurer	By:	/s/  FRANK V. FOGARTY Name:  FRANK V. FOGARTY Title:    Vice President and Chief Financial Officer/Treasurer
GDX AUTOMOTIVE INC., as Subsidiary Guarantor		RKO GENERAL, INC., as Subsidiary Guarantor
By:	/s/  YASMIN R. SEYAL Name:  YASMIN R. SEYAL Title:    Treasurer	By:	/s/  TERRY L. HALL Name:  TERRY L. HALL Title:    President

5

DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Lender, Administrative Agent and Facing Agent		ABN AMRO BANK N.V., as Lender
		By:	/s/  TERRENCE J. WARD Name:  TERRENCE J. WARD Title:    Senior Vice President
By:	/s/  MARGUERITE SUTTON Name:  MARGUERITE SUTTON Title:    Vice President	By:	/s/  PETER J. HALLAN Name:  PETER J. HALLAN Title:    Vice President
AMMC CDO II, LIMITED By:    American Money Management Corp., as Collateral		VENTURE CDO 2002, LIMITED By its investment advisor, Barclays Capital Asset Management Manager Limited, By its sub-advisor, Barclays Bank PLC, New York Branch as Lender
By:	/s/  DAVID P. MEYER Name:  DAVID P. MEYER Title:    Vice President	By:	/s/  MARTIN F. DAVEY Name:  MARTIN F. DAVEY Title:    Director
VENTURE II CDO 2002, LIMITED By its investment advisor, Barclays Bank PLC, New York Branch as Lender		THE BANK OF NOVA SCOTIA, as Lender
By:	/s/  MARTIN F. DAVEY Name:  MARTIN F. DAVEY Title:    Director	By:	/s/  JOHN QUICK Name:  JOHN QUICK Title:    Managing Director
THE BANK OF NEW YORK, as Lender		BANK ONE, NA, as Lender
By:	/s/  BRENDAN T. NEDZI Name:  BRENDAN T. NEDZI Title:    Senior Vice President	By:	/s/  WILLIAM BUHR Name:  WILLIAM BUHR Title:    Associate
FRANKLIN CLO I LTD, as Lender		FRANKLIN CLO II LTD, as Lender
By:	/s/  RICHARD D'ADDARIO Name:  RICHARD D'ADDARIO Title:    Vice President	By:	/s/  RICHARD D'ADDARIO Name:  RICHARD D'ADDARIO Title:    Vice President
FRANKLIN CLO III LTD, as Lender		FRANKLIN CLO IV LTD, as Lender

6

By:	/s/  RICHARD D'ADDARIO Name:  RICHARD D'ADDARIO Title:    Vice President	By:	/s/  RICHARD D'ADDARIO Name:  RICHARD D'ADDARIO Title:    Vice President
FRANKLIN FLOAT RATE TRUST, as Lender		FRANKLIN FLOATING DAILY, as Lender
By:	/s/  RICHARD D'ADDARIO Name:  RICHARD D'ADDARIO Title:    Senior Vice President	By:	/s/  RICHARD D'ADDARIO Name:  RICHARD D'ADDARIO Title:    Senior Vice President
ING CAPITAL LLC, as Lender		AERIES FINANCE-II LTD. By:    INVESCO Senior Secured Management Inc. as Sub-Managing Agent
By:	/s/  WILLIAM POVEY Name:  WILLIAM POVEY Title:    Managing Director	By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory
AIM FLOATING RATE FUND By: INVESCO Senior Secured Management Inc. as Sub-Advisor		AMARA-I FINANCE, LTD. By: INVESCO Senior Secured Management Inc. as Financial Manager
By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory
AMARA 2 FINANCE, LTD. By: INVESCO Senior Secured Management Inc. as Financial Manager		AVALON CAPITAL LTD. By: INVESCO Senior Secured Management Inc. as Portfolio Advisor
By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory
AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management Inc. as Portfolio Manager		INVESCO CBO 2000-1 LTD. By: INVESCO Senior Secured Management Inc. as Portfolio Advisor
By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory
CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management Inc. as Investment Advisor		DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management Inc. as Investment Advisor

7

By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory
INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management Inc. as Collateral Manager		OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1, LTD. By: INVESCO Senior Secured Management Inc. as Subadvisor
By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory
SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management Inc. as Asset Manager		SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management Inc. as Collateral Manager
By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory	By:	/s/  JOSEPH ROTONDO Name:  JOSEPH ROTONDO Title:    Authorized Signatory
NATIONAL CITY BANK, as Lender		THE NORTHERN TRUST COMPANY, as Lender
By:	/s/  TOM GURBACH Name:  TOM GURBACH Title: Vice President	By:	/s/  PETER R. MARTINETS Name:  PETER R. MARTINETS Title:    Vice President
HARBOURVIEW CLO V, LTD., as Lender		HARBOURVIEW CLO IV, Ltd., as Lender
By:	/s/  BILL CAMPBELL Name:  BILL CAMPBELL Title: Manager	By:	/s/  BILL CAMPBELL Name:  BILL CAMPBELL Title: Manager
OPPENHEIMER SENIOR FLOATING RATE FUND, as Lender		PACIFICA PARTNERS I, L.P., By: Imperial Credit Asset Management as its Investment Manager
By:	/s/  BILL CAMPBELL Name:  BILL CAMPBELL Title: Manager	By:	/s/  DEAN KAWAI Name:  DEAN KAWAI Title:    Senior Vice President

8

PROMETHEUS INV FUND NO 2, as Lender		PROMETHEUS INV NO 1, as Lender
By:	/s/  IRV ROA Name:  IRV ROA Title:    Director	By:	/s/  IRV ROA Name:  IRV ROA Title:    Director
By:	/s/  ELIZABETH TALLMADGE Name:  ELIZABETH TALLMADGE Title:    Managing Director Chief Investment Officer	By:	/s/  ELIZABETH TALLMADGE Name:  ELIZABETH TALLMADGE Title:    Managing Director Chief Investment Officer
C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager		KZH CRESCENT LLC, as a Lender
By:	/s/  RICHARD F. KURTH Name:  RICHARD F. KURTH Title:    Senior Vice President	By:	/s/  DORIAN HERRERA Name:  DORIAN HERRERA Title:    Authorized Agent
KZH CRESCENT-2 LLC, as a Lender		KZH CRESCENT-3 LLC, as a Lender
By:	/s/  DORIAN HERRERA Name:  DORIAN HERRERA Title:    Authorized Agent	By:	/s/  DORIAN HERRERA Name:  DORIAN HERRERA Title:    Authorized Agent
TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc., as its Collateral Manager		SEQUILS I, LTD. By: TCW Advisors, Inc., as its Collateral Manager
By:	/s/  RICHARD F. KURTH Name:  RICHARD F. KURTH Title:    Senior Vice President	By:	/s/  RICHARD F. KURTH Name:  RICHARD F. KURTH Title:    Senior Vice President
By:	/s/  JONATHAN R. INSULL Name:  JONATHAN R. INSULL Title:    Managing Director	By:	/s/  JONATHAN R. INSULL Name:  JONATHAN R. INSULL Title:    Managing Director

9

SEQUILS IV, LTD. By: TCW Advisors, Inc., as its Collateral Manager		WACHOVIA BANK, National Association, as Lender
By:	/s/  RICHARD F. KURTH Name:  RICHARD F. KURTH Title:    Senior Vice President	By:	/s/  ROBERT G. MCGILL JR. Name:  ROBERT G. MCGILL JR. Title:    Vice President
By:	/s/  JONATHAN R. INSULL Name:  JONATHAN R. INSULL Title:    Managing Director
WELLS FARGO BANK, N.A., as Lender
By:	/s/  GREGORY J. MELLOR Name:  GREGORY J. MELLOR Title:    Vice President

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Exhibit 10.2

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-12.1

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Exhibit 12.1

GENCORP
RATIO OF EARNINGS TO FIXED CHARGES

								Six months ended May 31,
	Year ended November 30,									Pro Forma reflecting this offering and the Acquisition of the ARC Propulsion Business Year ended November 30, 2002	Pro Forma Reflecting this Offering Excluding the Acquisition of the ARC Propulsion Business Year ended November 30, 2002
	1998	1999	2000		2001		2002	2002	2003
Income from continuing operations before income taxes	60	74	87		187		42	15	20	43	40
Earnings of non-consolidated subsidiaries
Minority Interest	—	—	(3	)	(4	)	1	0	1	1	1
Fixed charges	8	7	20		39		23	10	15	43	36
Earnings available for fixed charges	68	81	104		222		66	25	36	87	77
Fixed Charges
Amortization of debt issuance costs	—	—	—		3		4	2	3	5	5
Interest Expense	6	6	18		33		16	7	11	35	28
Portion of Rent Expense Representing Interest	2	1	2		3		3	1	2	3	3
Total Fixed Charges	8	7	20		39		23	10	15	43	36
Ratio of Earnings to Fixed Charges	8.5	11.6	5.2		5.7		2.9	2.5	2.4	2.0	2.1

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Exhibit 12.1

EX-23.1

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Exhibit 23.1

Consent of Ernst & Young LLP, Independent Auditors

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 20, 2003, in the Registration Statement and related Prospectus of GenCorp Inc. for the registration of $150,000,000 of its 9¹/2% Senior Subordinated Notes due 2013.

        We also consent to the incorporation by reference therein of our report dated January 20, 2003, with respect to the financial statements of GenCorp Inc. included in its Annual Report (Form 10-K) for the year ended November 30, 2002, filed with the Securities and Exchange Commission.

/s/  ERNST & YOUNG LLP

Sacramento, California
October 1, 2003

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Exhibit 23.1

EX-24.1

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Exhibit 24.1

POWERS OF ATTORNEY

        By signing below, I hereby constitute and appoint Terry L. Hall and Yasmin R. Seyal, my true and lawful attorneys and agents to do any and all acts and things and to execute any and all instruments in my name and behalf in my capacities as a director and/or officer of GenCorp Inc., an Ohio company (the "Company"), and/or as a director and/or officer of one or more of the Company's subsidiaries listed on Annex A (the "Subsidiary Guarantors"), that said attorneys and agents, or any of them, may deem necessary or advisable or that may be required to enable the Company and the Subsidiary Guarantors to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with a registration statement on Form S-4 (or any other appropriate form) for the purpose of registering pursuant to the Securities Act up to US$150 million of 9¹/2% Senior Subordinated Notes due 2013, and the guarantees thereof given by the Subsidiary Guarantors, to be issued in exchange for the Company's outstanding 9¹/2% Senior Subordinated Notes due 2013, and the guarantees thereof given by the Subsidiary Guarantors, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for me, in my name and behalf in my capacities as director and/or officer of the Company and/or one or more Subsidiary Guarantors (individually or on behalf of the Company or a Subsidiary Guarantor), such registration statement, and any and all amendments and supplements thereto, and to file the same, with all exhibits thereto and other instruments or documents in connection therewith, with the Securities and Exchange Commission, and hereby ratify and confirm all that said attorneys and agents, or any of them, may do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, I have executed this Powers of Attorney as of September 15, 2003.

/s/  DALE G. ADAMS Dale G. Adams	/s/  TERRY L. HALL Terry L. Hall
/s/  J. ROBERT ANDERSON J. Robert Anderson	/s/  WILLIAM K. HALL William K. Hall
/s/  MICHAEL T. BRYANT Michael T. Bryant	/s/  MICHAEL F. MARTIN Michael F. Martin
/s/  JOSEPH CARLEONE Joseph Carleone	/s/  JAMES M. OSTERHOFF James M. Osterhoff
/s/  J. GARY COOPER J. Gary Cooper	/s/  STEVEN G. ROTHMEIER Steven G. Rothmeier
/s/  JAMES J. DIDION James J. Didion	/s/  GREGORY KELLAM SCOTT Gregory Kellam Scott
/s/  FRANK V. FOGARTY Frank V. Fogarty	/s/  YASMIN R. SEYAL Yasmin R. Seyal
/s/  RONALD D. GOLLMER Ronald D. Gollmer	/s/  BRIAN E. SWEENEY Brian E. Sweeney

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/s/  TERRANCE P. GRIFFIN Terrance P. Griffin	/s/  DR. SHEILA E. WIDNALL Dr. Sheila E. Widnall
/s/  IRVING GUTIN Irving Gutin	/s/  ROBERT A. WOLFE Robert A. Wolfe

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Annex A

Name	State of Incorporation
Aerojet Fine Chemicals LLC	Delaware
Aerojet-General Corporation	Ohio
Aerojet Investments Ltd.	California
Aerojet Ordnance Tennessee, Inc.	Tennessee
GenCorp Property Inc.	California
GDX Automotive Inc.	Delaware
GDX LLC	Delaware
Penn International Inc.	Ohio
RKO General, Inc.	Delaware

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Exhibit 24.1

POWERS OF ATTORNEY

Annex A

EX-25.1

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Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)    o

THE BANK OF NEW YORK (Exact name of trustee as specified in its charter)
New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)
GenCorp Inc. (Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization)	34-0244000 (I.R.S. employer identification no.)
GenCorp Inc. Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)
Aerojet Fine Chemicals LLC (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	68-0421004 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Building 05019 Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)
Aerojet-General Corporation (Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization)	95-175-1500 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)

Aerojet Investments Ltd. (Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization)	68-0400628 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)
Aerojet Ordnance Tennessee, Inc. (Exact name of obligor as specified in its charter)
Tennessee (State or other jurisdiction of incorporation or organization)	62-0810566 (I.R.S. employer identification no.)
Old Highway 11 East Jonesborough, TN (Address of principal executive offices)	37659 (Zip code)
GenCorp Property Inc. (Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization)	68-0464686 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)
GDX Automotive Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	38-3283550 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)
GDX LLC (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	68-0464685 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)

Penn International Inc. (Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization)	34-6514222 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)
RKO General, Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	13-1193040 (I.R.S. employer identification no.)
Highway 50 and Aerojet Road Ranch Cordova, CA (Address of principal executive offices)	95670 (Zip code)

9¹/2% Senior Subordinated Notes due 2013
(Title of the indenture securities)

1.    General information. Furnish the following information as to the Trustee:

(a)    Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)    Whether it is authorized to exercise corporate trust powers.

        Yes.

2.    Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.    List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)



4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)



6.

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 17th day of September, 2003.

THE BANK OF NEW YORK
By:	/s/  MARY LAGUMINA Name:  Mary Lagumina Title:    Vice President

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

			Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin		$	4,257,371
	Interest-bearing balances			6,048,782
Securities:
	Held-to-maturity securities			373,479
	Available-for-sale securities			18,918,169
Federal funds sold in domestic offices				6,689,000
Securities purchased under agreements to resell				5,293,789
Loans and lease financing receivables:
	Loans and leases held for sale			616,186
	Loans and leases, net of unearned income	38,342,282
	LESS: Allowance for loan and lease losses	819,982
	Loans and leases, net of unearned income and allowance			37,522,300
Trading Assets				5,741,193
Premises and fixed assets (including capitalized leases)				958,273
Other real estate owned				441
Investments in unconsolidated subsidiaries and associated companies				257,626
Customers' liability to this bank on acceptances outstanding				159,995
Intangible assets
	Goodwill			2,554,921
	Other intangible assets			805,938
Other assets				6,285,971
Total assets			$	96,483,434
LIABILITIES
Deposits:
	In domestic offices		$	37,264,787
	Noninterest-bearing	15,357,289
	Interest-bearing	21,907,498
	In foreign offices, Edge and Agreement subsidiaries, and IBFs			28,018,241
	Noninterest-bearing	1,026,601
	Interest-bearing	26,991,640
Federal funds purchased in domestic offices				739,736
Securities sold under agreements to repurchase				465,594
Trading liabilities				2,456,565
Other borrowed money:
	(includes mortgage indebtedness and obligations under capitalized leases)			8,994,708
Bank's liability on acceptances executed and outstanding				163,277
Subordinated notes and debentures				2,400,000
Other liabilities				7,446,726
Total liabilities			$	87,949,634
Minority interest in consolidated subsidiaries				519,472
EQUITY CAPITAL
Perpetual preferred stock and related surplus				0
Common stock				1,135,284
Surplus				2,056,273
Retained earnings				4,694,161
Accumulated other comprehensive income				128,610
Other equity capital components				0
Total equity capital				8,014,328
Total liabilities minority interest and equity capital			$	96,483,434

        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith ]
Directors

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Exhibit 25.1

SIGNATURE

EXHIBIT 7

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

GenCorp Inc.

Offer for all outstanding
9¹/2% Senior Subordinated Notes due 2013
in exchange for
9¹/2% Senior Subordinated Notes due 2013
that have been registered under the Securities Act of 1933
Pursuant to the prospectus dated            , 2003

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                , 2003, OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER MAY BE EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

The exchange agent for the exchange offer is:

The Bank of New York

	Facsimile Transmissions:
By Registered or Certified Mail:	(For Eligible Institutions Only)	By Hand Or Overnight Delivery:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Enrique Lopez	(212) 298-1915To Confirm by Telephone or For Information Call: (212) 815-2742	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York, 10286 Attn: Enrique Lopez

Delivery of this letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, does not constitute a valid delivery.

        The undersigned acknowledges that he or she has received the prospectus dated            , 2003 (the "Prospectus") of GenCorp Inc., a corporation organized under the laws of the State of Ohio ("GenCorp"), and this letter of transmittal, which together constitute GenCorp's offer to exchange up to US$150,000,000 aggregate principal amount of its 9¹/2% Senior Subordinated Notes due 2013, for an equal principal amount of its issued and outstanding 9¹/2% Senior Subordinated Notes due 2013 that have been registered under the Securities Act of 1933, as amended (the "Securities Act"). The terms of the exchange notes are identical in all material respects (including principal amount, interest rate and maturity) to those of the outstanding notes, except that the exchange notes will be registered under the Securities Act.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        Capitalized terms used but not defined herein have the meanings given to such terms in the Prospectus.

        This letter of transmittal is to be completed by holders of outstanding notes either if outstanding notes are to be forwarded herewith or if tenders of outstanding notes are to be made by book-entry transfer to an account maintained by The Bank of New York, as exchange agent, at The Depository Trust Company pursuant to the procedures set forth in the Prospectus under "The Exchange Offer—

Procedures for Tendering Outstanding Notes." Delivery of this letter of transmittal and any other required documents should be made to the exchange agent.

        If a holder desires to tender outstanding notes pursuant to the exchange offer but time will not permit this letter of transmittal, certificates representing outstanding notes or other required documents to be received by the exchange agent on or before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, such holder may effect a tender of such notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes." See Instruction 2.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

        The undersigned has completed the appropriate boxes below and signed this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

        List below the outstanding notes to which this letter of transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of outstanding notes should be listed on a separate schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		(1) Certificate Number(s)*	(2) Aggregate Principal Amount of Outstanding Notes	(3) Principal Amount of Outstanding Notes Tendered (if less than all)**
*	Need not be completed if outstanding notes are being tendered by book-entry holders.
**	Outstanding notes may be tendered in whole or in part in denominations of US$1,000 and integral multiples thereof, provided that if any outstanding notes are tendered for exchange in part, the untendered principal amount thereof must be at least US$1,000 or any integral multiple of US$1,000 in excess thereof. See Instruction 3. Unless this column is completed, a holder will be deemed to have tendered the full aggregate principal amount of the outstanding notes represented by the outstanding notes indicated in column (2).

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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

/ /	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution

Account Number

	Transaction Code Number
/ /	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)

Window Ticket Number (if any)

Name of Eligible Institution that Guaranteed Delivery

Date of Execution of Notice of Guaranteed Delivery

If Guaranteed Delivery is to be made by Book-Entry Transfer:

    Name of Tendering Institution

    Account Number

    Transaction Code Number

/ /	CHECK HERE IF YOU TENDERED YOUR OUTSTANDING NOTES BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.
/ /	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
	If the undersigned is not a broker-dealer, the undersigned represents that it acquired the exchange notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of exchange notes and it has no arrangements or understandings with any person to participate in a distribution of the exchange notes. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes, it represents that the outstanding notes to be exchanged for exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of exchange notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Name:

Address:

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Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to GenCorp the aggregate principal amount of outstanding notes indicated above in exchange for a like aggregate principal amount of exchange notes. Subject to, and effective upon, the acceptance for exchange of the outstanding notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, GenCorp all right, title and interest in and to such outstanding notes.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent its agent and attorney-in-fact (with full knowledge that the exchange agent also acts as the agent of GenCorp) with respect to the tendered outstanding notes with the full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject to the right of withdrawal described in the Prospectus, to (i) deliver certificates for such outstanding notes to GenCorp and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, GenCorp and (ii) present such outstanding notes for transfer on the books of GenCorp and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such outstanding notes, all in accordance with the terms of the exchange offer.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the outstanding notes tendered hereby and that, when the same are accepted for exchange, GenCorp will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the exchange agent or GenCorp to be necessary or desirable to complete the exchange, assignment and transfer of the outstanding notes tendered hereby, and the undersigned will comply with its obligations under the registration rights agreement, dated as of August 11, 2003 (the "Registration Rights Agreement") by and among GenCorp, the Subsidiary Guarantors named therein, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNY Capital Market, Inc. The undersigned has read and agreed to all of the terms of the exchange offer.

        The undersigned agrees that acceptance of any tendered outstanding notes by GenCorp and the issuance of exchange notes in exchange therefor will constitute performance in full by GenCorp of its obligations under the Registration Rights Agreement and that GenCorp will have no further obligations or liabilities thereunder (except in limited circumstances).

        The name(s) and address(es) of the registered holders of the outstanding notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the outstanding notes. The certificate number(s) and the outstanding notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

        The undersigned also acknowledges that this exchange offer is being made in reliance on certain interpretive letters by the staff of the Securities and Exchange Commission to third parties in unrelated transactions. On the basis thereof, holders of outstanding notes, except any holder who is an "affiliate" of GenCorp within the meaning of Rule 405 under the Securities Act, who exchange their outstanding notes for exchange notes pursuant to the exchange offer generally may offer the exchange notes for resale, resell the exchange notes and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of the holder's business and the holder is not participating in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes. The undersigned acknowledges that any holder of outstanding notes using the exchange offer to participate in a distribution of the exchange notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital

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Holdings Corporation (available April 13, 1989) or similar letters, and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, the distribution of exchange notes. If the undersigned is a broker-dealer, the undersigned represents that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of exchange notes; however, by so representing and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned represents that (i) any exchange notes received by it will be acquired in the ordinary course of its business, (ii) the undersigned has and, at the time of the consummation of the exchange offer, will have no arrangement or understanding with any person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act, and (iii) the undersigned is not an affiliate of GenCorp or the Subsidiary Guarantors within the meaning of the Securities Act and is not acting on behalf of any persons who could not truthfully make the foregoing representations or, if it is an affiliate of GenCorp or the Subsidiary Guarantors, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

        GenCorp has agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus may be used by a participating broker-dealer (as discussed below) in connection with resales of exchange notes received in exchange for outstanding notes, where such outstanding notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 90 days after the expiration date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such exchange notes have been disposed of by such participating broker-dealer. In that regard, each participating broker-dealer that acquired outstanding notes for its own account as a result of market-making or other trading activities, by tendering such outstanding notes and executing this letter of transmittal, agrees that, upon receipt of notice from GenCorp of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of exchange notes pursuant to the Prospectus until GenCorp has amended or supplemented the Prospectus to correct such misstatement or omission and have furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or GenCorp has given notice that the sale of the exchange notes may be resumed, as the case may be. If GenCorp gives such notice to suspend the sale of the exchange notes, the 90-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of exchange notes shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the exchange notes or to and including the date on which GenCorp has given notice that the sale of exchange notes may be resumed, as the case may be.

        The undersigned understands that tenders of the outstanding notes pursuant to any one of the procedures described under "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and GenCorp in accordance with the terms and subject to the conditions set forth herein and in the Prospectus.

        The undersigned recognizes that under certain circumstances set forth in the Prospectus under "The Exchange Offer—Conditions to the Exchange Offer," GenCorp will not be required to accept for

5

exchange any of the outstanding notes tendered. Outstanding notes not accepted for exchange or withdrawn will be returned to the undersigned at the address set forth below unless otherwise indicated under "Special Delivery Instructions" below (or, in the case of outstanding notes tendered by book-entry transfer, credited to an account maintained by the tendering holder at The Depository Trust Company).

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the exchange notes (and, if applicable, any substitute certificates representing outstanding notes not exchanged or not accepted for exchange) be issued in the name(s) of the undersigned and be delivered to the undersigned at the address, or, in the case of book-entry transfer of outstanding notes, be credited to the account at The Depository Trust Company shown above in the box entitled "Description of Outstanding Notes."

        Holders of the outstanding notes whose outstanding notes are accepted for exchange will not receive accrued interest on such outstanding notes for any period from and after the last interest payment date to which interest has been paid or duly provided for on such outstanding notes prior to the original issue date of the exchange notes or, if no such interest has been paid or duly provided for, will not receive any accrued interest on such outstanding notes, and the undersigned waives the right to receive any interest on such outstanding notes accrued from and after such interest payment date or, if no such interest has been paid or duly provided for from and after the original issue date of the outstanding notes.

        The undersigned will, upon request, execute and deliver any additional documents deemed by GenCorp to be necessary or desirable to complete the sale, assignment and transfer of the outstanding notes tendered hereby. All authority herein conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus and in the instructions contained in this letter of transmittal.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH OUTSTANDING NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.

6

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)

X		Date:	, 2003
X		Date:	, 2003
	Signature(s) of Owner

        The above lines must be signed by the registered holder(s) exactly as their name(s) appear(s) on the outstanding notes, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this letter of transmittal. If outstanding notes to which this letter of transmittal relate are held of record by two or more joint holders, then all such holders must sign this. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then please set forth the full title of the person signing in such capacity. See Instruction 4.

Name(s):
	(Please Type or Print)
Capacity:
Address:
	(Including Zip Code)

Area Code and Telephone Number:

Tax Identification or
Social Security Number(s):

SIGNATURE GUARANTEE
(If required by Instruction 4)

Signatures Guaranteed
by an Eligible Institution:

(Authorized Signature)

(Name and Title)

(Name of Firm)

(Address and Telephone Number)

Dated:
, 2003.

7

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 and 5)

            To be completed ONLY if certificates for outstanding notes not exchanged and/or exchange notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal above.

Issue exchange notes and/or outstanding notes to:

Name(s)*	(Please type or print)
(Please type or print)
Address:
(Zip Code)

Telephone Number:

DTC Account Number:

Tax Identification or Social Security Number(s):

(Complete Substitute Form W-9)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)

            To be completed ONLY if certificates for outstanding notes not exchanged and/or exchange notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal above or to such person or persons at an address other than shown in the box above entitled "Description of Outstanding Notes."

Deliver exchange notes and/or outstanding notes to:

Name(s):	(Please Type or Print)
(Please Type or Print)
Address:
(Zip Code)

Telephone Number:

DTC Account Number:

Tax Identification or Social Security Number(s):

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

8

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.     Delivery of this Letter of Transmittal and Outstanding Notes.

        This letter of transmittal is to be used to, and must accompany, (i) all certificates representing outstanding notes tendered pursuant to the exchange offer and (ii) all tenders or outstanding notes made pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes." Certificates representing the outstanding notes in proper form for transfer, or a timely confirmation of a book-entry transfer of such outstanding notes into the exchange agent's account at The Depository Trust Company, as well as a properly completed and duly executed copy of this letter of transmittal (or facsimile thereof), with any required signature guarantees, a Substitute Form W-9 (or facsimile thereof) and any other documents required by this letter of transmittal must be received by the exchange agent at its address set forth herein on or before the expiration date.

        The method of delivery of this letter of transmittal, the outstanding notes and all other required documents is at the election and risk of the tendering holders, but delivery will be deemed made only when actually received or confirmed by the exchange agent. If such delivery is by mail, it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to permit timely delivery.

        GenCorp will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2.     Guaranteed Delivery Procedures.

        If a holder desires to tender outstanding notes, but time will not permit a letter of transmittal, certificates representing the outstanding notes to be tendered or other required documents to reach the exchange agent on or before the expiration date, or if the procedures for book-entry transfer cannot be completed on or prior to the expiration date, such holder's tender may be effected if:

(a)

such tender is made by or through an eligible institution (as discussed below);



(b)

on or before the expiration date, the exchange agent has received a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by GenCorp (or a facsimile thereof) (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) from such eligible institution setting forth the name and address of the holder of such outstanding notes, the name(s) in which the outstanding notes are registered and the principal amount of outstanding notes tendered and stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, certificates representing the outstanding notes to be tendered, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a duly executed letter of transmittal and any other documents required by this letter of transmittal and the instructions hereto, will be deposited by such eligible institution with the exchange agent; and



(c)

a letter of transmittal (or a facsimile thereof) and certificates representing the outstanding notes to be tendered, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other required documents are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

3.     Partial Tenders and Withdrawal Rights.

        Tenders of outstanding notes will be accepted only in a minimum principal amount of US$1,000 and integral multiples of US$1,000 in excess thereof, provided that if any outstanding notes are tendered for exchange in part, the untendered minimum principal amount thereof must be US$1,000 or any integral multiple of US$1,000 in excess thereof. If less than all the outstanding notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of outstanding notes which are

9

to be tendered in the box entitled "Principal Amount of Outstanding Notes Tendered (if less than all)." In such case, new certificate(s) for the remainder of the outstanding notes that were evidenced by your old certificate(s) will only be sent to the holder of the outstanding notes (or, in the case of outstanding notes tendered pursuant to book-entry transfer, will only be credited to the account at The Depository Trust Company maintained by the holder of the outstanding notes) promptly after the expiration date. All outstanding notes represented by certificates or subject to a book-entry confirmation delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        Any holder who has tendered outstanding notes may withdraw the tender by delivering written notice of withdrawal (which may be sent by facsimile) to the exchange agent at its address set forth herein prior to the expiration date. Any such notice of withdrawal must specify (i) the person named in the letter of transmittal as having tendered the outstanding notes to be withdrawn, (ii) the certificate numbers and principal amounts of the outstanding notes to be withdrawn, (iii) that the holder is withdrawing its election to have such outstanding notes exchanged, and (iv) the name of the registered holder of the outstanding notes. The notice must be signed by the holder in the same manner as the original signature on the letter of transmittal (including any required signature guarantees), or be accompanied by evidence satisfactory to GenCorp that the person withdrawing the tender has succeeded to the beneficial ownership of the outstanding notes being withdrawn. If outstanding notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes," the notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn outstanding notes, in which case a notice of withdrawal will be effective if delivered to the exchange agent by written letter or facsimile transmission. Withdrawals of tenders of outstanding notes may not be rescinded. Outstanding notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time on or prior to the expiration date by following any of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Outstanding Notes." The exchange agent will return the properly withdrawn outstanding notes promptly following receipt of notice of withdrawal.

        All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by GenCorp, and such determinations will be final and binding on all parties. Neither GenCorp nor the exchange agent shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification.

4.     Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

        If this letter of transmittal is signed by the registered holder of the outstanding notes tendered herewith, the signature must correspond exactly with the name as written on the face of the certificates without any alteration, enlargement or change whatsoever.

        If any tendered outstanding notes are owned of record by two or more joint owners, all such owners must sign this letter of transmittal. If any tendered outstanding notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this letter of transmittal as there are names in which tendered outstanding notes are registered.

        If this letter of transmittal is signed by the registered holder, and exchange notes are to be issued and any untendered or unaccepted principal amount of outstanding notes are to be reissued or returned to the registered holder, then the registered holder need not and should not endorse any tendered outstanding notes or provide a separate bond power. In any other case, the registered holder must either properly endorse the outstanding notes tendered or transmit a properly completed separate bond power with this letter of transmittal (in either case, executed exactly as the name of the registered holder appears on such outstanding notes), with the signature on the endorsement or bond power guaranteed by an eligible institution, unless such certificates or bond powers are signed by an eligible institution.

        If this letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a

10

fiduciary or representative capacity, such persons should so indicate when signing and submit with this letter of transmittal evidence satisfactory to GenCorp of their authority to so act.

        The signatures on this letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the outstanding notes surrendered for exchange pursuant thereto are tendered (i) by a registered holder (which term, for purposes of this document, shall include any participant in The Depository Trust Company whose name appears on the register of holders maintained by GenCorp as owner of the outstanding notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in this letter of transmittal or (ii) for the account of an eligible institution. In the event that the signatures in this letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible institution, which includes commercial banks and trust companies located or having an office or correspondent in the United States, member firms of a national securities exchange or the National Association of Securities Dealers, Inc., and members of a signature medallion program such as "STAMP." If outstanding notes are registered in the name of a person other than the signer of this letter of transmittal, the outstanding notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by GenCorp in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an eligible institution.

5.     Special Issuance and Delivery Instructions.

        Tendering holders of outstanding notes should indicate in the applicable box the name and address or account at The Depository Trust Company to which exchange notes issued pursuant to the exchange offer and/or substitute outstanding notes for principal amounts not tendered or not accepted for exchange are to be issued, sent or deposited if different from the name and address or account of the person signing this letter of transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. If no such instructions are given, any exchange notes will be issued in the name of, and delivered to, the name and address (or account at The Depository Trust Company, in the case of any tender by book-entry transfer) of the person signing this letter of transmittal, and any outstanding notes not accepted for exchange will be returned to the name and address (or account at The Depository Trust Company, in the case of any tender by book-entry transfer) of the person signing this letter of transmittal.

6.     Backup Federal Income Tax Withholding and Substitute Form W-9.

        Under the federal income tax laws, payments that may be made by GenCorp on account of exchange notes issued pursuant to the exchange offer may be subject to backup withholding. In order to avoid such backup withholding, each tendering holder should complete and sign the Substitute Form W-9 included in this letter of transmittal and either (a) provide the correct taxpayer identification number ("TIN") and certify, under penalties of perjury, that the TIN provided is correct and that (i) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the IRS has notified the holder that the holder is no longer subject to backup withholding; or (b) provide an adequate basis for exemption. If the tendering holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write "Applied For" in the space provided for the TIN in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I, GenCorp (or the paying agent under the Indenture governing the exchange notes) will retain at the relevant withholding rates a portion of the payments made to the tendering holder during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the exchange agent or GenCorp with its TIN within 60-days after the date of the Substitute Form W-9, GenCorp (or the paying agent) will remit such amounts retained during the 60-day period to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the exchange agent or GenCorp with its TIN within such 60-day period, GenCorp (or the paying agent) will remit such previously retained amounts to the IRS as backup withholding. In general, if a holder is an individual, the taxpayer identification number is the Social

11

Security Number of such individual. If the exchange agent or GenCorp is not provided with the correct taxpayer identification number, the holder may be subject to a US$50 penalty imposed by the IRS. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such holder must submit a statement (generally, IRS Form W-8), signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the exchange agent. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if outstanding notes are registered in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

        Failure to complete the Substitute Form W-9 will not, by itself, cause outstanding notes to be deemed invalidly tendered, but may require GenCorp (or the paying agent) to backup withhold. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

7.     Transfer Taxes.

        GenCorp will pay all transfer taxes, if any, applicable to the transfer of outstanding notes to it or its order pursuant to the exchange offer. If, however, exchange notes and/or substitute outstanding notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the outstanding notes tendered herewith, or if tendered outstanding notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the transfer of outstanding notes to GenCorp or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

        Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the outstanding notes specified in this letter of transmittal.

8.     Waiver of Conditions.

        GenCorp reserves the absolute right to waive, in whole or in part, any of the conditions to the exchange offer set forth in the Prospectus.

9.     No Conditional Tenders.

        No alternative, conditional, irregular or contingent tenders of outstanding notes or transmittals of this letter of transmittal will be accepted. All tendering holders of outstanding notes, by execution of this letter of transmittal, shall waive any right to receive notice of the acceptance of their outstanding notes for exchange.

        Neither GenCorp, the exchange agent nor any other person is obligated to give notice of defects or irregularities in any tender, nor shall any of them incur any liability for failure to give any such notice.

10.   Inadequate Space.

        If the space provided herein is inadequate, the aggregate principal amount of outstanding notes being tendered and the certificate number or numbers (if applicable) should be listed on a separate schedule attached hereto and separately signed by all parties required to sign this letter of transmittal.

11.   Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

        If any certificate has been lost, mutilated, destroyed or stolen, the holder should promptly notify The Bank of New York, as exchange agent, at the address or telephone number set forth herein. The

12

holder will then be instructed as to the steps that must be taken to replace the certificate. This letter of transmittal and related documents cannot be processed until the outstanding notes have been replaced.

12.   Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this letter of transmittal, may be directed to the exchange agent at the address and telephone number indicated above.

13.   Validity of Tenders.

        All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered outstanding notes will be determined by GenCorp, in its sole discretion, which determination will be final and binding. GenCorp reserves the right to reject any and all outstanding notes not validly tendered or any outstanding notes, GenCorp's acceptance of which may, in the opinion of GenCorp or counsel to GenCorp, be unlawful. GenCorp also reserves the right to waive any conditions of the exchange offer or defects or irregularities in tenders of outstanding notes as to any ineligibility of any holder who seeks to tender outstanding notes in the exchange offer, whether or not similar conditions or irregularities are waived in the case of other holders. The interpretation of the terms and conditions of the exchange offer (including this letter of transmittal and the instructions hereto) by GenCorp shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as GenCorp shall determine. GenCorp will use reasonable efforts to give notification of defects or irregularities with respect to tenders of outstanding notes, but neither GenCorp nor the exchange agent shall incur any liability for failure to give such notification.

14.   Acceptance of Tendered Outstanding Notes and Issuance of Exchange Notes; Return of Outstanding Notes.

        Subject to the terms and conditions of the exchange offer, GenCorp will accept for exchange all validly tendered outstanding notes as soon as practicable after the expiration date and will issue exchange notes therefor as soon as practicable thereafter. For purposes of the exchange offer, GenCorp shall be deemed to have accepted tendered outstanding notes when, as and if GenCorp has given written and oral notice thereof to the exchange agent. If any tendered outstanding notes are not exchanged pursuant to the exchange offer for any reason, such unexchanged outstanding notes will be returned, without expense, to the name and address shown above or, if outstanding notes have been tendered by book-entry transfer, to the account at The Depository Trust Company shown above, or at a different address or account at The Depository Trust Company as may be indicated under "Special Delivery Instructions."

13

TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 6)
PAYOR'S NAME: GENCORP INC.

SUBSTITUTE FORM W-9	Part I—Taxpayer Identification Number
Department of the Treasury Internal Revenue Service	Enter your taxpayer identification number in the appropriate box. For most individuals, this is your social security number. If you do not have a number, see how to obtain a "TIN" in the enclosed Guidelines. NOTE: If the account is in more than one name, see the chart on page 2 of the enclosed Guidelines to determine what number to give.		Social Security Number OR Employer Identification Number
	Part II—For Payees Exempt from Backup Withholding (see enclosed Guidelines)
Payor's Request for	CERTIFICATION—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Taxpayer Identification Number (TIN) and	(1)	the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
Certification	(2)	I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup withholding.
	SIGNATURE		DATE
Certificate Guidelines—You must cross out Item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item (2).

CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued to me and that I mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number to the payor, of a portion of all payments made to me on account of the exchange notes shall be retained until I provide a Taxpayer Identification Number to the payor and that, if I do not provide my Taxpayer Identification Number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as a backup withholding and a portion of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a Taxpayer Identification Number.

SIGNATURE DATE

        NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING WITH RESPECT TO ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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Exhibit 99.1

NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) (Complete accompanying Substitute Form W-9)
SIGNATURE GUARANTEE (If required by Instruction 4)
INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer
TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instruction 6) PAYOR'S NAME: GENCORP INC.

EX-99.2

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Exhibit 99.2

Notice of Guaranteed Delivery
for tender of
any and all outstanding
9¹/2% Senior Subordinated Notes due 2013
in exchange for
9¹/2% Senior Subordinated Notes due 2013
of
GenCorp Inc.

        This notice of guaranteed delivery, or one substantially equivalent to this form, must be used by registered holders of outstanding 9¹/2% Senior Subordinated Notes due 2013 of GenCorp Inc., a corporation organized under the laws of the State of Ohio ("GenCorp"), who wish to tender their outstanding notes for an equal principal amount of new 9¹/2% Senior Subordinated Notes due 2013 of GenCorp that have been registered under the Securities Act of 1933, as amended, if (i) the outstanding notes, a duly completed and executed letter of transmittal and all other required documents cannot be delivered to The Bank of New York, as exchange agent, on or prior to 5:00 p.m., New York City time, on the expiration date (as defined in the accompanying letter of transmittal) or (ii) the procedures for delivery of the outstanding notes being tendered by book-entry transfer, together with a duly completed and executed letter of transmittal, cannot be completed on or prior to 5:00 p.m., New York City time on the expiration date. This notice of guaranteed delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery), to the exchange agent. See "The Exchange Offer—Procedures for Tendering Outstanding Notes" in the Prospectus, dated            , 2003 (the "Prospectus") of GenCorp. GenCorp has the right to reject a tender of outstanding notes made pursuant to the guaranteed delivery procedures unless the registered holder using the guaranteed delivery procedure submits either (a) the outstanding notes tendered thereby, in proper form for transfer, or (b) confirmation of book-entry transfer as set forth in the Prospectus, in either case together with one or more properly completed and duly executed letter(s) of transmittal (or facsimile thereof) and any other required documents by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the expiration date.

The exchange agent for the exchange offer is:

The Bank of New York

By Registered or Certified Mail:	Facsimile Transmission Number: (For Eligible Institutions Only)	By Hand Or Overnight Delivery:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Enrique Lopez	(212) 298-1915 To Confirm by Telephone or for Information Call: (212) 815-2742	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street Floor 7 East New York, New York 10286 Attn: Enrique Lopez

Delivery of this notice of guaranteed delivery to an address other than as set forth above or transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above will not constitute a valid delivery.

        THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

        The undersigned hereby tenders to GenCorp, upon the terms and subject to the conditions set forth in the Prospectus dated            , 2003, and the related letter of transmittal (which together constitute the "exchange offer"), receipt of which is hereby acknowledged, the aggregate principal amount of the outstanding notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering Outstanding Notes" and in Instruction 2 to the letter of transmittal.

DESCRIPTION OF SECURITIES TENDERED
Name and address of registered holder as it appears on the outstanding notes (Please print)	Certificate number(s) of outstanding notes tendered	Aggregate principal amount represented by outstanding notes*	Principal amount of outstanding notes tendered

^*

Must be in denominations of a principal amount of US$1,000 and any integral multiple of US$1,000.

If the outstanding notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

X	Date:	, 2003
X	Date:	, 2003
Signature(s) of Owner(s) or Authorized Signatory

Area Code and Telephone Number:

2

Must be signed by the holder(s) of the outstanding notes as their name(s) appear(s) on certificates of the outstanding notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)
	Names(s):
	Capacity:
	Address(es):

3

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker or government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or cleaning agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program hereby guarantees to deliver to the exchange agent, at one of its addresses set forth above, either (a) the outstanding notes tendered hereby, in proper form for transfer, or (b) confirmation of the book-entry transfer of such outstanding notes to the exchange agent's account at The Depository Trust Company maintained for such purpose, pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed letter(s) of transmittal (or facsimile thereof) and any other required documents by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the expiration date.

        The undersigned acknowledges that it must deliver the letter(s) of transmittal and the outstanding notes tendered hereby to the exchange agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm:
	(Authorized Signature)

Address:		Title:
		Name:
	(zip code)		(Please type or print)

Area Code and
Telephone Number:
Date:

NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM. CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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PLEASE SIGN HERE

EX-99.3

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Exhibit 99.3

Offer to exchange
9¹/2% Senior Subordinated Notes due 2013, which
have been registered under the Securities Act of 1933,
for outstanding
9¹/2% Senior Subordinated Notes due 2013
of
GenCorp Inc.

To The Depository Trust Company participants:

        Enclosed are the materials listed below relating to the offer by GenCorp Inc. ("GenCorp") to exchange up to US$150,000,000 aggregate principal amount of its 9¹/2% Senior Subordinated Notes due 2013, pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 9¹/2% Senior Subordinated Notes due 2013, upon the terms and subject to the conditions set forth in the prospectus dated                        , 2003 of GenCorp, and the related letter of transmittal, in each case as amended or supplemented from time to time (which together constitute the "exchange offer").

        Enclosed are copies of the following documents:

1.

Prospectus dated                        , 2003;



2.

a Letter of Transmittal;



3.

a Notice of Guaranteed Delivery;



4.

Instructions to Book-Entry Transfer Participant From Owner; and



5.

a letter which may be sent to your clients for whose account you hold outstanding notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the exchange offer.

We urge you to contact your clients promptly. Please note that the offer will expire at 5:00 p.m., New York City time, on                        , 2003, unless extended.

        The exchange offer is not conditioned upon any minimum number of outstanding notes being tendered.

        To participate in the exchange offer, a beneficial holder of outstanding notes must cause a Depository Trust Company's participant to tender such holder's outstanding notes to The Bank of New York's account, as exchange agent, maintained at The Depository Trust Company for the benefit of the exchange agent through The Depository Trust Company's Automated Tender Offer Program ("ATOP"), including transmission of a computer-generated message that acknowledges and agrees, on behalf of The Depository Trust Company participant and the beneficial owners of tendered outstanding notes, to be bound by the terms of the letter of transmittal. By complying with The Depository Trust Company's ATOP procedures with respect the exchange offer, The Depository Trust Company participant confirms, on behalf of itself and the beneficial or owners of tendered outstanding notes, all provisions of the letter of transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the letter of transmittal to the exchange agent.

        Pursuant to the letter of transmittal, each holder of outstanding notes will represent to GenCorp that (i) any exchange notes received by it will be acquired in the ordinary course of its business, (ii) the holder has and, at the time of the consummation of the exchange offer, will have no arrangement or understanding with any person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act, (iii) the holder is not an affiliate of GenCorp or the Subsidiary Guarantors (as defined in the Registration Rights Agreement dated as of August 11, 2003 by and among GenCorp, the Subsidiary Guarantors named therein and the Initial Purchasers named therein)

within the meaning of the Securities Act and is not acting on behalf of any persons who could not truthfully make the foregoing representations or, if it is an affiliate of GenCorp or the Subsidiary Guarantors, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (iv) if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes. If the holder is a broker-dealer, it represents that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of exchange notes; however, by so representing and by delivering a prospectus, the holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The enclosed instruction to the book-entry transfer participant from owner contains an authorization for you to make the foregoing representations from the beneficial owners of the outstanding notes to be tendered by you on their behalf in the exchange offer.

        We will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent) in connection with the solicitation of tenders of outstanding notes pursuant to the exchange offer. We will pay or cause to be paid any transfer taxes payable on the transfer of outstanding notes to it, except as otherwise provided in Instruction 7 of the enclosed letter of transmittal.

        Additional copies of the enclosed material may be obtained from The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York 10286, Attn: Enrique Lopez.

Very truly yours,

GENCORP INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF GENCORP INC. OR ANY OF ITS SUBSIDIARIES OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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Exhibit 99.3

EX-99.4

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Exhibit 99.4

Offer to exchange
9¹/2% Senior Subordinated Notes due 2013, which
have been registered under the Securities Act of 1933,
for outstanding
9¹/2% Senior Subordinated Notes due 2013
of
GenCorp Inc.

To our clients:

        Enclosed is a prospectus dated                       , 2003 of GenCorp Inc. ("GenCorp") and a letter of transmittal (which together constitute the "exchange offer") relating to the offer by GenCorp to exchange up to US$150,000,000 aggregate principal amount of its 9¹/2% Senior Subordinated Notes due 2013, pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 9¹/2% Senior Subordinated Notes due 2013, upon the terms and subject to the conditions set forth in the exchange offer.

Please note that the offer will expire at 5:00 p.m., New York City time, on                       , 2003, unless extended.

        The exchange offer is not conditioned upon any minimum number of outstanding notes being tendered.

        We are the participants in the book-entry transfer facility of outstanding notes held by us for your account. A tender of such outstanding notes can be made only by us as the participant in the book-entry transfer facility and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender outstanding notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the outstanding notes held by us for your account pursuant to the terms and conditions of the exchange offer. We also request that you confirm that we may on your behalf make the representations contained in the letter of transmittal that are to be made with respect to you as beneficial owner.

        Pursuant to the letter of transmittal, each holder of outstanding notes will represent to GenCorp that (i) any exchange notes received by it will be acquired in the ordinary course of its business, (ii) the holder has and, at the time of the consummation of the exchange offer, will have no arrangement or understanding with any person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act, (iii) the holder is not an affiliate of GenCorp or the Subsidiary Guarantors (as defined in the Registration Rights Agreement dated as of August 11, 2003 by and among GenCorp, the Subsidiary Guarantors named therein and the Initial Purchasers named therein) within the meaning of the Securities Act and is not acting on behalf of any persons who could not truthfully make the foregoing representations or, if it is an affiliate of GenCorp or the Subsidiary Guarantors, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (iv) if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes. If the holder is a broker-dealer, it represents that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of exchange notes; however, by so representing and by delivering a prospectus, the holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

                    Very truly yours,

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Exhibit 99.4

EX-99.5

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Exhibit 99.5

INSTRUCTIONS TO
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
GenCorp Inc.
9¹/2% Senior Subordinated Notes Due 2013

To participant of the book-entry transfer facility:

        The undersigned hereby acknowledges receipt of the prospectus dated            , 2003 of GenCorp Inc. ("GenCorp") and a related letter of transmittal (which together constitute the "exchange offer").

        This will instruct you, the book-entry transfer facility participant, as to the action to be taken by you relating to the exchange offer with respect to the outstanding notes held by you for the account of the undersigned.

        The aggregate face amount of the outstanding notes held by you for the account of the undersigned is (fill in amount):

        US$                  of the 9¹/2% Senior Subordinated Notes due 2013.

        With respect to the exchange offer, the undersigned hereby instructs you (check appropriate statement):

        A. TO TENDER the following outstanding notes held by you for the account of the undersigned (insert principal amount of outstanding notes to be tendered):

US$                        (1) of the 9¹/2% Senior Subordinated Notes due 2013, and not to tender other outstanding notes, if any, held by you for the account of the undersigned;

OR

        B. NOT TO TENDER any outstanding notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the outstanding notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) any exchange notes received by it will be acquired in the ordinary course of its business, (ii) the undersigned has and, at the time of the consummation of the exchange offer, will have no arrangement or understanding with any person to participate in the distribution of the exchange notes in violation of the provisions of the Securities Act of 1933, as amended (the "Securities Act"), of the exchange notes, (iii) the undersigned is not an affiliate of GenCorp or the Subsidiary Guarantors (as defined in the Registration Rights Agreement dated as of August 11, 2003 by and among GenCorp, the Subsidiary Guarantors named therein and the Initial Purchasers named therein) within the meaning of the Securities Act and is not acting on behalf of any persons who could not truthfully make the foregoing representations or, if it is an affiliate of GenCorp or the Subsidiary Guarantors, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and (iv) if the undersigned is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes. If the undersigned is a broker-dealer, the undersigned represents that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of exchange notes; however, by so representing and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        (1)    Must be a minimum aggregate principal amount of at least US$1,000 or an integral multiple of US$1,000 thereof.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:
(zip code)

Telephone Number:
                               (area code)

Taxpayer identification or Social Security Number:

Date:

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Exhibit 99.5