DISTRIBUTION AGREEMENT DATED AS OF DECEMBER 19, 2007 AMONG QUANEX CORPORATION, QUANEX BUILDING PRODUCTS LLC, AND QUANEX BUILDING PRODUCTS CORPORATIONDistribution Agreement • December 24th, 2007 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas
THIS DISTRIBUTION AGREEMENT, dated as of December 19, 2007, is among Quanex Corporation, a Delaware corporation (“Quanex”), Quanex Building Products LLC, a Delaware limited liability company and a wholly-owned subsidiary of Quanex (“Spinco”), and Quanex Building Products Corporation, a Delaware corporation and a wholly-owned subsidiary of Spinco (“Spinco Sub”).
EMPLOYEE MATTERS AGREEMENT DATED AS OF DECEMBER 19, 2007 BY AND AMONG QUANEX CORPORATION, QUANEX BUILDING PRODUCTS LLC AND QUANEX BUILDING PRODUCTS CORPORATIONEmployee Matters Agreement • December 24th, 2007 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Delaware
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of December 19, 2007 by and among Quanex Corporation, a Delaware corporation (“Quanex”), Quanex Building Products LLC, a Delaware limited liability company and a wholly owned subsidiary of Quanex (“Spinco LLC”), and Quanex Building Products Corporation, a Delaware corporation and a wholly-owned subsidiary of Spinco (“Spinco Sub”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 24th, 2007 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of December 20, 2007, is by and among Gerdau S.A., a corporation organized under the laws of the Federative Republic of Brazil (“Parent”), Gerdau Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Quanex Corporation, a Delaware corporation (the “Company”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 24th, 2007 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Delaware
THIS TRANSITION SERVICES AGREEMENT, dated as of December 19, 2007 but effective pursuant to Section 7 (this “Agreement”), is between Quanex Corporation, a Delaware corporation (“Quanex”), and Quanex Building Products LLC, a Delaware limited liability company (“Spinco”).
TAX MATTERS AGREEMENT BY AND AMONG QUANEX CORPORATION, QUANEX BUILDING PRODUCTS LLC AND QUANEX BUILDING PRODUCTS CORPORATION Dated as of December 19, 2007Tax Matters Agreement • December 24th, 2007 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This Tax Matters Agreement (this “Agreement”) is entered into as of December 19, 2007, by and among Quanex Corporation, a Delaware corporation (“Quanex”), Quanex Building Products LLC, a Delaware limited liability company and a wholly-owned subsidiary of Quanex (“Spinco”), and Quanex Building Products Corporation, a Delaware corporation and a wholly-owned subsidiary of Spinco (“Spinco Sub”).
