Filed by Bowne Pure Compliance



 




Exhibit 4.7




First Amendment to Indenture




This First Amendment to Indenture is effective as of February 25, 2008 (this
“Amendment”), between Quanex Corporation, a Delaware corporation, as issuer (the
“Company”), and Union Bank of California, N.A., a national banking association,
as trustee (the “Trustee”).



W I T N E S S E T H:




Whereas, the Company has heretofore entered into an Indenture, dated as of May 5,
2004 (as amended in accordance with its applicable provisions by supplements and amendments of
general application, the “Indenture”), with the Trustee;



Whereas, all capitalized terms used and not otherwise defined herein shall have the
meanings assigned in the Indenture;



Whereas, under the Indenture, the Company and the Trustee may amend or supplement the
Indenture to cure any ambiguity, omission, defect or inconsistency without the consent of the
Holders;



Whereas, the Company has entered into an Agreement and Plan of Merger, dated as of
November 18, 2007, with Gerdau S.A., a corporation organized under the laws of the Federative
Republic of Brazil (“Gerdau”), pursuant to which its wholly owned subsidiary, Gerdau
Delaware, Inc., a Delaware corporation, will merge with and into the Company, with the Company
being the surviving entity (the “Merger”);



Whereas, as a result of the Merger, the Company’s Common Stock will no longer trade
on the New York Stock Exchange after the time of the Merger;



Whereas, if a Holder wishes to convert Securities with less than 20 Trading Days
remaining prior to the last day on which the Common Stock trades, the Indenture currently does not
provide a method for determining the Cash Settlement Averaging Period;



Whereas, the Company proposes to cure such omission under the Indenture with this
Amendment;



Now, Therefore, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:


 


 









 






Section 6.13(d) of the Indenture is amended and restated in its entirety as follows:



(d)(i) If any Trading Day during a Cash Settlement Averaging Period is not an Undisrupted
Trading Day, then determination of the price for that day shall be delayed until the next
Undisrupted Trading Day and such day shall not count as one of the 20 Trading Days that constitute the Cash Settlement Averaging Period. If this results in the Cash Settlement
Averaging Period extending beyond the eighth Trading Day after the last of the original 20 Trading
Days in the Cash Settlement Averaging Period, then the Company shall determine all prices for all
delayed and undetermined prices on that eighth Trading Day based on its good faith estimate of the
value of the Common Stock on that date. In the event that any Trading Day during the Cash
Settlement Averaging Period beginning on the date that is the 23rd Trading Day prior to
the Final Maturity Date is not an Undisrupted Trading Day, settlement will occur after the Final
Maturity Date.



(ii) In the event that the Common Stock stops trading during the 20 Trading Days that
constitute the Cash Settlement Averaging Period as a result of the merger of the Company, the Cash
Settlement Averaging Period shall be the last 20 Trading Days on which the Common Stock trades. In
this circumstance, settlement in cash or a combination of cash and Common Stock shall occur on the
third Business Day following the final Trading Day of such Cash Settlement Averaging Period. If
any Trading Day during such Cash Settlement Averaging Period is not an Undisrupted Trading Day,
such day shall not count as one of the last 20 Trading Days for the purposes of determining such
Cash Settlement Averaging Period.



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IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the day and year
first written above.



SIGNATURES




	 	 	 	 	 
	 	COMPANY: 




Quanex Corporation 

 	 
	 	By:  	/s/ John J. Mannion
 	 
	 	 	Name:  	John J. Mannion                     	 
	 	 	Title:  	Vice President – Treasurer 	 
	 
	 	TRUSTEE: 




Union Bank of California, N.A. 

 	 
	 	By:  	/s/ Hans Helley
 	 
	 	 	Name:  	Hans Helley           	 
	 	 	Title:  	Vice President