SEC Filing - Quanex Building Products Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

x	Soliciting Material under Rule 14a-12

Quanex Building Products Corporation

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee paid previously with preliminary materials.

¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2024

Quanex Building Products Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-33913		26-1561397
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

945 Bunker Hill Road, Suite 900

Houston. Texas

77024

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: (713) 961-4600

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01.

Entry into a Material Definitive Agreement

As previously announced on April 22, 2024, Quanex Building Products Corporation (“Quanex” or the “Company”) reached an agreement on the terms of a recommended acquisition of Tyman plc (“Tyman”) (the “Transaction”). The Transaction is intended to be implemented by means of a scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2006, as amended, sanctioned by the High Court of Justice in England and Wales.

On June 12, 2024, in connection with the Transaction, the Company, Wells Fargo Bank, National Association (“Wells Fargo Bank”, acting as agent, swingline lender and issuing lender, the “Agent”), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the “Existing Credit Agreement”, and the Existing Credit Agreement as so amended, the “Amended Credit Agreement”).

The Amended Credit Agreement will (i) increase the senior secured revolving credit facility to an aggregate principal amount of $475 million (the “Revolving Credit Facility”) and (ii) provide for a senior secured term loan A facility in an aggregate principal amount of $500 million (the “Term A Facility” and together with the Revolving Credit Facility, the “Facilities”). The Revolving Credit Facility will include alternative currency, letter of credit, and swing-line sub-facilities of $100 million, $30 million, and $15 million, respectively. The proceeds of the Revolving Credit Facility and the Term A Facility are intended to be used in part, to fund a portion of the purchase price for the acquisition of Tyman.

Subject to and in accordance with the terms of the Amended Credit Agreement, Quanex may request incremental increases of the Facilities, provided that the total aggregate principal amount for such increases shall not exceed an amount equal to the greater of (1) $310,000,000 and (2) 100% of consolidated EBITDA of Quanex and its subsidiaries for the most recently completed four-fiscal year period.

The maturity date of the Facilities will be five years after the date on which the initial funding of the Facilities occurs. The Term A Facility will amortize on a quarterly basis at 5% per annum of the original principal amount of the Term A Facility, with the remainder due at maturity. The Term A Facility must be prepaid with 100% of the net cash proceeds of the issuance or incurrence of debt (other than permitted debt) and 100% of the net cash proceeds of all asset sales, insurance and condemnation recoveries, and other asset dispositions by Quanex or its restricted subsidiaries, subject to any exclusions or conditions in the Amended Credit Agreement. Borrowings under the Facilities may be prepaid at any time upon notice, subject to any conditions requiring minimum amounts or multiples set forth in the Amended Credit Agreement.

Borrowings under the Facilities will bear interest, at Quanex's option, at (1) the Base Rate plus an applicable margin or (2) Adjusted Term SOFR plus an applicable margin. The definitions of “Base Rate” and “Adjusted Term SOFR” shall remain the same as specified or defined in the Amended Credit Agreement. The applicable margin will range from 1.000% to 1.750% for Base Rate loans and 2.000 to 2.750% for Adjusted Term SOFR loans.

The Facilities are guaranteed by all material U.S. subsidiaries of Quanex, subject to certain exceptions, and secured by first-priority security interests on substantially all of the Company’s and applicable subsidiaries’ assets, subject to certain exceptions and limitations.

The Amended Credit Agreement will contain customary representations and warranties, events of default and covenants for transactions of this type, including, but not limited to, limiting the ability of Quanex and the applicable subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments, and grant liens. These covenants are subject to exceptions and qualifications set forth in the Amended Credit Agreement.

The foregoing summary of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Credit Agreement, a copy of which is filed as exhibit 10.1 hereto.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The description of the Amended Credit Agreement set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description
10.1		Amendment No.1 to the Second Amended and Restated Credit Agreement among the Company (acting as borrower), the Company subsidiaries acting as guarantors thereto, Wells Fargo Bank, National Association as agent, swingline lender and issuing lender, and the other parties thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements”. These statements are based on the current expectations of the management of Quanex and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements include statements relating to the expected effects of the Transaction. Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import and including statements relating to future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects and business and management strategies and the expansion and growth of the operations of Quanex following completion of the Transaction. Although Quanex believes that the expectations reflected in such forward-looking statements are reasonable, Quanex can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: the possibility that the Transaction will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the Transaction (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the combined company to realize successfully any anticipated synergy benefits when (and if) the Transaction is implemented, the inability to integrate successfully Quanex’s and Tyman’s operations when (and if) the Transaction is implemented and Quanex incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Transaction when (and if) it is implemented. Additional information concerning these and other risk factors is contained in the Risk Factors sections of the Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2024 (the “Proxy Statement”) and Quanex’s most recent reports on Form 10-K and Form 10-Q, the contents of which are not incorporated by reference into, nor do they form part of, this Current Report on Form 8-K.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Current Report on Form 8-K are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Current Report on Form 8-K. All subsequent oral or written forward-looking statements attributable to Quanex or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Quanex undertakes no obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.

Publication of this Current Report on Form 8-K on website

A copy of this Current Report on Form 8-K will be available, free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions (as defined in the scheme document which can be located at https://www.roadto2b.com), on Quanex’s website at https://www.roadto2b.com by no later than 12:00 p.m. (London time) on the business day following the date of this Current Report on Form 8-K.

For the avoidance of doubt, the contents of the foregoing website and any websites accessible from hyperlinks on such website are not incorporated into, and do not form part of, this Current Report on Form 8-K.

Important Additional Information will be Filed with the SEC

In connection with the Transaction, Quanex filed the Proxy Statement with the SEC. Before making any voting decision, Quanex’s stockholders are urged to read the Proxy Statement and other relevant documents filed or to be filed with the SEC in connection with the Transaction or incorporated by reference in the Proxy Statement carefully and in their entirety because they contain important information about the Transaction and the share issuance proposal. Quanex’s stockholders and investors will be able to obtain, without charge, a copy of the Proxy Statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov or directing a written request to Quanex (Attention: Investor Relations), at 945 Bunker Hill Road, Suite 900, Houston, Texas 77024 or from Quanex’s website at https://investors.quanex.com.

No Offer or Solicitation

The information contained in this Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this Current Report on Form 8-K is not an offer of securities for sale into the United States or in any other jurisdiction. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. The Transaction will be made solely by means of the scheme document published by Tyman, or (if applicable) pursuant to an offer document to be published by Quanex, which (as applicable) would contain the full terms and conditions of the Transaction. Any decision in respect of, or other response to, the Transaction, should be made only on the basis of the information contained in such document(s) and the Proxy Statement. If, in the future, Quanex ultimately seeks to implement the Transaction by way of a takeover offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, that offer will be made in compliance with applicable US laws and regulations.

This Current Report on Form 8-K does not constitute a prospectus or a prospectus exempted document.

Participants in the Solicitation

Quanex and certain of its directors and executive officers and employees may be considered participants in the solicitation of proxies from the stockholders of Quanex in respect of the Transaction, including the share issuance proposal. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Quanex in connection with the Transaction, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the Proxy Statement. Additional information regarding Quanex’s directors and executive officers is contained in Quanex’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and its annual meeting proxy statement on Schedule 14A, dated January 25, 2024, which are filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Quanex Building Products Corporation

Date: June 13, 2024	By:	/s/ Scott Zuehlke
		Name: Scott Zuehlke
		Title: SVP, CFO and Treasurer

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 1 to Second Amended and Restated Credit Agreement is dated as of June 12, 2024 (this “Agreement”) and is among QUANEX BUILDING PRODUCTS CORPORATION, a Delaware corporation (the “Borrower”), the lenders party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for each member of the Lender Group (as defined in the Credit Agreement referenced below) and the Bank Product Providers (as defined in the Credit Agreement referenced below) (in such capacity, the “Agent”).

WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of July 6, 2022 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Agreement, the “Credit Agreement” and the Credit Agreement immediately prior to the Effective Date (as defined below) being referred to as the “Existing Credit Agreement”).

WHEREAS, the Borrower has requested that the Agent and the Lenders agree to amend the Existing Credit Agreement to (a) extend the Maturity Date of the Revolving Credit Facility to the fifth anniversary of the Effective Date, (b) increase the aggregate amount of Revolving Credit Commitments to $475,000,000, (c) provide for a new $500,000,000 term loan A facility and (d) make other changes to the Existing Credit Agreement as described herein, in each case, effective on and as of and subject to the occurrence of the Effective Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms.

(a) For purposes of this Agreement, the following definitions apply:

“Acquisition” means the acquisition of Tyman.

“Amendment No. 1 Lead Arrangers” means Wells Fargo Securities, LLC, BofA Securities, Inc. and TD Bank, N.A.

“Announcement” means any press release made by or on behalf of the Borrower announcing a firm intention to implement a Scheme or, as the case may be, make an Offer, in each case in accordance with Rule 2.7 of the City Code.

“Certain Funds Period” means the period from (and including) the Signing Date to (and including) 11:59 p.m., New York City time, on the earliest of:

(i) if the Acquisition is intended to be completed pursuant to a Scheme, the date on which the Scheme lapses (including, subject to exhausting any rights of appeal, if a relevant court refuses to sanction the Scheme) or is withdrawn in writing in accordance with its terms in the Announcement or Scheme Document (other than (a) where such lapse or withdrawal is as a result of the exercise of Borrower’s right to effect a switch from the Scheme to the Offer or (b) it is otherwise to be followed within twenty (20) business days by an Announcement made by the Borrower to implement the Acquisition by a different offer or scheme (as applicable) in accordance with the terms of this Agreement;

(ii) if the Acquisition is intended to be completed pursuant to an Offer, the date on which the Offer lapses, terminates or is withdrawn in writing in accordance with its terms in the Announcement or Offer Document (other than (a) where such lapse or withdrawal is as a result of the exercise of the Borrower’s right to effect a switch from the Offer to a Scheme or (b) it is otherwise to be followed within twenty (20) business days by an Announcement made by Borrower to implement the Acquisition by a different offer or scheme (as applicable) in accordance with the terms of this Agreement; and

(iii) the first business day falling after March 19, 2025; provided that, if the Interim Closing Date has occurred by then, such date shall automatically be extended to the later of (A) March 19, 2025 and (B) the date falling 90 days after the Interim Closing Date.

"City Code” means the United Kingdom City Code on Takeovers and Mergers, as administered by The Panel on Takeovers and Mergers.

“Court Order” means the order of the High Court of Justice of England and Wales sanctioning the Scheme.

“Interim Closing Date” has the meaning given to that term in the Interim Facilities Agreement.

“Interim Facilities Agreement” means the interim facility agreement dated as of April 21, 2024, between the Borrower, as borrower, the Amendment No. 1 Lead Arrangers, as arrangers, the financial institutions identified therein as original interim lenders, and Wells Fargo Bank, National Association, as agent and security agent.

“Offer” means the takeover offer (as defined in section 974 of the UK Companies Act 2006) by the Company in accordance with the UK City Code on Takeovers and Mergers to acquire all of the Tyman shares that are the subject of that takeover offer (within the meaning of Section 975 of the UK Companies Act 2006) pursuant to the Offer Documents.

“Offer Documents” means the applicable Announcement and the offer documents dispatched to shareholders of Tyman setting out the terms and conditions of an Offer.

“Scheme” means the scheme of arrangement effected pursuant to Part 26 of the UK Companies Act 2006 to be proposed by Tyman to its shareholders to implement the Acquisition pursuant to which the Borrower will, subject to the occurrence of the Scheme Effective Date become the holder of the Tyman shares that are the subject of that scheme of arrangement.

“Scheme Circular” means the circular (including any supplemental circular) dispatched by Tyman to shareholders of Tyman setting out the resolutions and proposals for and the terms and conditions of the Scheme.

“Scheme Documents” means each of (i) the applicable Announcement, (ii) the Scheme Circular, (iii) the Court Order and (iv) any supplement to the Scheme Circular distributed by or on behalf of the Borrower to holders of the Tyman shares in connection with the terms and conditions of the Scheme.

“Scheme Effective Date” means the date on which the Court Order is duly delivered on behalf of Tyman to the Registrar of Companies in accordance with section 899 of the UK Companies Act 2006.

“Tyman” means Tyman plc, a company incorporated under the laws of England and Wales.

(b) Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Credit Agreement.

2. Amendments to Credit Agreement. Effective on and as of and subject to the occurrence of the Effective Date, the Credit Agreement is hereby amended to incorporate all of the changes set forth in the conformed copy of the Credit Agreement attached hereto as Exhibit A. In addition, Schedules 1.1(a), 1.1(b), 1.1(c), 1.1(d), 1.1(e), 3.4, 4.1(b), 4.1(c), 4.1(d), 4.10, 4.11, 4.14, 4.20, 4.22, 4.25 and 4.26 to the Existing Credit Agreement are hereby replaced in their entirety with the Schedules 1.1(a), 1.1(b), 1.1(c), 1.1(d), 1.1(e), 3.4, 4.1(b), 4.1(c), 4.1(d), 4.10, 4.11, 4.14, 4.20, 4.22, 4.25 and 4.26 attached hereto.

3. Refinancing of Revolving Credit Facility. Effective on and as of and subject to the occurrence of the Effective Date:

(a) Each institution whose name is set forth on Schedule 1 hereto (a “2024 Revolving Credit Lender”) shall become a Lender under the Credit Agreement and have a Revolving Credit Commitment in the amount set forth opposite such 2024 Revolving Credit Lender’s name on Schedule 1 hereto (a “2024 Revolving Credit Commitment”) and agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower as described in Article II of the Credit Agreement, with such 2024 Revolving Credit Commitments having the terms set forth in the Credit Agreement. The 2024 Revolving Credit Commitments will replace the Revolving Credit Commitments in effect immediately prior to the Effective Date (the “Existing Revolving Credit Commitments”). The Borrower shall prepay in full the outstanding principal amount of any Revolving Credit Loans outstanding immediately prior to the Effective Date, together with all accrued and unpaid interest thereon and all accrued and unpaid fees in respect of the Existing Revolving Credit Commitments and Letters of Credit outstanding immediately prior to the Effective Date. Any Letters of Credit outstanding immediately prior to the Effective Date shall be deemed to be issued under the 2024 Revolving Credit Commitments.

(b) Each 2024 Revolving Credit Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, any other 2024 Revolving Credit Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

4. New Term Loan A Facility. Effective on and as of and subject to the occurrence of the Effective Date:

(a) Each institution whose name is set forth on Schedule 2 hereto (a “2024 Term Loan Lender” and together with the 2024 Revolving Credit Lenders, the “2024 Lenders”) shall become a Lender under the Credit Agreement and have a Term Loan Commitment in the amount set forth opposite such Term Loan Lender’s name on Schedule 2 hereto (a “2024 Term Loan Commitment”) and agrees, severally and not jointly, to make Term Loans to the Borrower as described in Article II of the Credit Agreement, with such 2024 Term Loan Commitments having the terms set forth in the Credit Agreement.

(b) Each 2024 Term Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, any other 2024 Term Loan Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

5. Ticking Fee. The Borrower shall pay to the Agent for the ratable account of each 2024 Lender a ticking fee (the “Ticking Fee”) at a rate of 20 basis points per annum on the aggregate of such 2024 Lender’s allocations in respect of the 2024 Revolving Credit Commitments (in excess of the Revolving Credit Commitments in effect immediately prior to giving effect to the Effective Date) and the 2024 Term Loan Commitments as set forth on Schedules 1 and 2, respectively, accruing from and including the date which is 91 days after May 21, 2024, increasing by 12.5 basis points per annum every 90 days thereafter, until the earlier to occur of (i) the Effective Date and (ii) the date on which the Certain Funds Period expires (such earlier date, the “Ticking Fee Payment Date”). The Ticking Fee will be fully earned and due and payable in full in cash on the Ticking Fee Payment Date, regardless of whether the Effective Date occurs. The Ticking Fee set forth in this paragraph supersedes and replaces the “Ticking Fee” set forth in the Fee Letters.

6. Conditions to Effectiveness.

(a) This Agreement (for the avoidance of doubt, (x) excluding the amendments to the Credit Agreement set forth in Section 2 and the 2024 77Revolving Credit Commitments, the 2024 Term Loan Commitments and the other provisions of Sections 3 and 4, all of which will only become effective as provided in clause (b) below, but (y) including the Ticking Fee set forth in Section 5) will become effective and binding upon the parties hereto upon satisfaction of the following conditions precedent (the date of such effectiveness, the “Signing Date”):

(i) the Agent has received counterparts of this Agreement executed by the Agent, the 2024 Revolving Credit Lenders, the Term Loan Lenders and the Borrower;

(ii) the representations and warranties set forth in Section 7 of this Agreement are true and correct in all material respects as of the Signing Date; and

(iii) no Default or Event of Default has occurred and be continuing as of the Signing Date.

(b) The amendments to the Credit Agreement set forth in Section 2 and the 2024 Revolving Credit Commitments, the 2024 Term Loan Commitments and the other provisions of Sections 3 and 4 will become effective upon and subject to satisfaction of the following conditions precedent during the Certain Funds Period (the date of such effectiveness, the “Effective Date”):

(i) the Agent has received (or acting at the direction of the Required Lenders waived the requirement to receive) all of the documents and evidence referred to in Schedule 3 (Conditions Precedent), where required, in form and substance satisfactory to it (acting reasonably or, as applicable, on the instructions of the Required Lenders (each acting reasonably));

(ii) the Major Representations (as defined in the Interim Facilities Agreement) are accurate in all material respects (and if qualified by materiality, in all respects) and will remain accurate in all material respects (and if qualified by materiality, in all respects) immediately after the making of the Loans on the Effective Date;

(iii) no Major Event of Default (as defined in the Interim Facilities Agreement) is continuing or would result from the making of the Loans on the Effective Date;

(iv) it is not, since the date on which such 2024 Lender first became a party hereto, illegal in any applicable jurisdiction for such 2024 Lender to make, or to allow to remain outstanding, the Loans on the Effective Date provided that such 2024 Lender has notified the Agent immediately upon becoming aware of the relevant issue in accordance with Section 2.18 of the Credit Agreement, and provided further that such illegality alone will not excuse any other 2024 Lender from participating in the relevant drawdown and will not in any way affect the obligations of any other 2024 Lender; and

(v) the Signing Date has occurred.

(c) If the Effective Date has not occurred on or prior to the date that the Certain Funds Period expires, then (i) the Effective Date shall not occur and (ii) the amendments to the Credit Agreement set forth in Section 2 and the 2024 Revolving Credit Commitments, the 2024 Term Loan Commitments and the other provisions of Sections 3 and 4 shall be of no further force or effect.

7. Effect of this Agreement; Acknowledgement.

(a) Except as expressly set forth herein, this Agreement (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agent under the Existing Credit Agreement, the Guaranty and Security Agreement or any other Loan Document and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Guaranty and Security Agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement, the Guaranty and Security Agreement and all other Loan Documents is hereby ratified and reaffirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Security Documents prior to the Signing Date. This Agreement shall constitute a Loan Document for purposes of the Existing Credit Agreement and the other Loan Documents and from and after the Effective Date, all references to the Existing Credit Agreement in any Loan Document and all references in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Existing Credit Agreement, shall, unless expressly provided otherwise, refer to the Existing Credit Agreement as amended by this Agreement. Each of the Loan Parties hereby consents to this Agreement and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Existing Credit Agreement, as amended hereby.

(b) Without limiting the foregoing, each of the Loan Parties party to the Guaranty and Collateral Agreement and the other Security Documents (i) acknowledges and agrees that, effective on and as of the Effective Date, the 2024 Revolving Credit Commitments are Revolving Credit Commitments, the 2024 Term Loan Commitments are Term Loan Commitments and the 2024 Lenders are Lenders, (ii) acknowledges and agrees that all of its obligations under the Guaranty and Collateral Agreement and the other Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (iii) reaffirms its prior grant and validity of each Lien granted by such Loan Party to the Agent for the benefit of the Lender Group and the Bank Product Providers pursuant to the Security Documents and confirms that all such Liens continue in full force and effect to secure the Secured Obligations (as defined in the Loans Documents) after giving effect to this Agreement and reaffirms the guaranties made by such Loan Party pursuant to the Guaranty and Collateral Agreement, (iv) acknowledges and agrees that the grants of security interests by and the guaranties of such Loan Party contained in the Guaranty and Collateral Agreement and the other Security Documents are, and shall remain, in full force and effect after giving effect to the Agreement and (v) agrees that the Secured Obligations and the Guaranteed Obligations (each as defined in the Guaranty and Collateral Agreement) include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on the Loans made pursuant to the Commitments under the Existing Credit Agreement as modified by this Agreement.

8. Representations and Warranties/No Default. By its execution hereof, (a) each Loan Party represents and warrants that after giving effect to this Agreement (i) the representations and warranties contained in the Credit Agreement and each other Loan Document (including this Agreement) are true and correct in all material respects on and as of the date hereof (except to the extent that any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects), other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date (except to the extent that any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects), and (ii) no Default or Event of Default has occurred and is continuing as of the effective date hereof or will occur after giving effect to this Agreement; and (b) each Loan Party hereby certifies, represents and warrants to the Agent, for the benefit of the Lender Group and the Bank Product Providers, that (i) it is duly authorized to execute and deliver this Agreement, and to perform its obligations under this Agreement; (ii) this Agreement has been duly executed and delivered on behalf of its duly authorized representative; (iii) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (iv) its execution, delivery and performance of this Agreement do not violate or constitute a breach of (A) any of its Governing Documents, (B) any material agreement or instrument to which such party is a party, or (C) any Applicable Law to which it or its properties or operations is subject.

9. Miscellaneous. This Agreement is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

10. Governing Law. THIS AGREEMENT AND THE TRANSACTIONS EVIDENCED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, AND SHALL BE FURTHER SUBJECT TO THE PROVISIONS OF SECTION 12 OF THE CREDIT AGREEMENT.

11. Counterparts; Electronic Execution. The provisions of Section 17.7 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.

QUANEX BUILDING PRODUCTS CORPORATION

By	/s/ Scott Zuehlke
	Name: Scott Zuehlke
	Title: SVP, Chief Financial Officer and Treasurer

QUANEX CUSTOM COMPONENTS, INC.
QUANEX NORTH AMERICAN CABINET COMPONENTS, INC.
QUANEX HOMESHIELD LLC
QUANEX IG SYSTEMS, INC.
QUANEX NORTH AMERICAN FENESTRATION, INC.
MIKRON INDUSTRIES, INC.
MIKRON WASHINGTON LLC

By	/s/ Scott Zuehlke
	Name: Scott Zuehlke
	Title: VP, Chief Financial Officer and Treasurer