0001362310-07-003514 Sample Contracts

DISTRIBUTION AGREEMENT DATED AS OF DECEMBER 19, 2007 AMONG QUANEX CORPORATION, QUANEX BUILDING PRODUCTS LLC, AND QUANEX BUILDING PRODUCTS CORPORATION
Distribution 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”).

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EMPLOYEE MATTERS AGREEMENT DATED AS OF DECEMBER 19, 2007 BY AND AMONG QUANEX CORPORATION, QUANEX BUILDING PRODUCTS LLC AND QUANEX BUILDING PRODUCTS CORPORATION
Employee 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”).

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement 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”).

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TRANSITION SERVICES AGREEMENT
Transition 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”).

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TAX MATTERS AGREEMENT BY AND AMONG QUANEX CORPORATION, QUANEX BUILDING PRODUCTS LLC AND QUANEX BUILDING PRODUCTS CORPORATION Dated as of December 19, 2007
Tax 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”).

Sample 1
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