0001104659-04-016560 Sample Contracts

QUANEX CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 9th, 2004 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • New York

Quanex Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Bear, Stearns & Co. Inc., Robert W. Baird & Co. Incorporated and KeyBanc Capital Markets, A Division of McDonald Investments Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $100,000,000 aggregate principal amount (plus up to an additional $25,000,000 principal amount pursuant to an option granted thereunder) of its 2.50% Convertible Senior Debentures due May 15, 2034 (the “Initial Securities”). The Initial Securities will be convertible into shares of common stock, par value $.50 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated April 29, 2004. The Initial Securities will be issued pursuant to an Indenture, dated as of May 5, 2004 (the “Indenture”), between the Company and Union Bank of California, N.A., as t

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QUANEX CORPORATION PURCHASE AGREEMENT
Purchase Agreement • June 9th, 2004 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas
April 9, 2004
Revolving Credit Agreement • June 9th, 2004 • Quanex Corp • Rolling drawing & extruding of nonferrous metals
QUANEX CORPORATION, as Issuer
Indenture • June 9th, 2004 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • New York

THIS INDENTURE dated as of May 5, 2004 is between QUANEX CORPORATION, a Delaware corporation (the “Company”), and UNION BANK OF CALIFORNIA, N.A., a national banking association, as trustee (the “Trustee”).

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