FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT (the “ Amendment ”), dated as of May 1, 2009, is to that certain Amended and Restated Credit Agreement dated as of June 21, 2007 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”), by and among GENCORP INC. , an Ohio corporation (the “ Borrower ”), the subsidiaries of the Borrower from time to time party thereto (the “ Guarantors ”), the lenders from time to time party thereto (the “ Lenders ”), and WACHOVIA BANK, NATIONAL ASSOCIATION , as administrative agent for the Lenders (the “ Administrative Agent ”).  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

WHEREAS , the Lenders have established credit facilities for the benefit of the Borrower pursuant to the terms of the Credit Agreement;

WHEREAS , the Borrower has informed the Administrative Agent that Snappon SA (“ Snappon ”), a French subsidiary of the Borrower which is not a Credit Party or Significant Subsidiary under the Credit Agreement, has had legal judgments rendered against it totaling approximately $4 million that are immediately due and payable in cash under French law (the “ Snappon Judgments ”); 

WHEREAS , the Borrower has further informed the Administrative Agent that, rather than appeal or pay the Snappon Judgments, it may commence voluntary bankruptcy, insolvency or similar proceedings with respect to Snappon while also recognizing that nonpayment of the Snappon Judgments to the claimants could result in the claimants initiating involuntary bankruptcy, insolvency or similar proceedings against Snappon, and any commencement of voluntary or involuntary bankruptcy, insolvency or similar proceedings with respect to Snappon (each a “ Bankruptcy Event ”) may violate Section 7.1(f) of the Credit Agreement to the extent any such Bankruptcy Event has not been cured by the Borrower or Snappon or waived by the Required Lenders within sixty (60) days of any such Bankruptcy Event occurring;

WHEREAS , the Borrower has requested that the Required Lenders (a) agree to certain amendments to the Credit Agreement and (b) consent to any Bankruptcy Event; and

WHEREAS , the Required Lenders are willing to (a) amend the Credit Agreement and (b) consent to any Bankruptcy Event, in each case subject to the terms and conditions hereof.

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

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

“ Refinance Period ” shall mean the time period commencing on the First Amendment Effective Date and ending on the earlier of (a) the date on which an amendment that permits the renewal, refinancing or extension of the 4.00% Convertible Notes has been approved by the Required Lenders and (b) the date on which the Borrower redeems the 4.00% Convertible Notes in accordance with the terms of Section 6.10 of this Agreement.

“ Snappon Judgments ” shall mean any legal judgments rendered under French law against Snappon SA, a French subsidiary of the Borrower.

“ First Amendment Effective Date ” means May 1, 2009.

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

“For purposes hereof, the aggregate principal amount available for Revolving Loan borrowings hereunder shall be EIGHTY MILLION DOLLARS ($80,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 2.8, the “ Revolving Committed Amount ”); provided that during the Refinance Period only SIXTY MILLION DOLLARS ($60,000,000) of the Revolving Committed Amount shall be available to the Borrower for Revolving Loans and Letters of Credit.”

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

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

2.1             Consent .   Notwithstanding the provisions of the Credit Agreement to the contrary, the Required Lenders hereby consent to any Bankruptcy Event and agree that any Bankruptcy Event shall not violate the provisions of Section 7.1(f) of the Credit Agreement.

2.2             Effectiveness of Consent .   This consent shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach or default nor as a waiver of any breach or default of which the Lenders have not been informed by the Credit Parties, (b) affect the right of the Lenders to demand compliance by the Credit Parties with all terms and conditions of the Credit Agreement, except as specifically consented to pursuant to the terms hereof, (c) be deemed a waiver of any transaction or future action on the part of the Credit Parties requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (d) except as consented to