Exhibit 4.6


 


WAIVER
AND SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT


 


This Waiver and Second Amendment to Revolving
Credit Agreement (this “Second Amendment”) is made as of this 11th day of
March, 2004 by and among Quanex Corporation, a Delaware corporation (the
“Company”), Comerica Bank and the other banks signatory hereto and Comerica
Bank, as agent for the Banks (in such capacity, “Agent”).


 


RECITALS


 


A.            Company, Agent and the Banks entered into that certain
Quanex Corporation Revolving Credit Agreement dated as of November 26, 2002, as
amended by that certain Consent and First Amendment to Revolving Credit
Agreement dated as of December 19, 2003 (as amended, the “Credit Agreement”)
under which the Banks extended (or committed to extend) credit to the Company,
as set forth therein.


 


B.            Company has requested that Agent and
the Banks amend Section 7.7(j) of the Credit Agreement as specified below, and
Agent and the Banks are willing to do so, but only on the terms and conditions
set forth in this Second Amendment.


 


NOW, THEREFORE,
Company, Agent and Banks agree:


 


1.             Section 7.7(j) of the Credit
Agreement is hereby amended to delete “$100,000” and insert “$500,000” in its
place.


 


2.             Section
7.7(k) of the Credit Agreement is hereby deleted and the following is inserted
in its place:


 


“(k)         other
types or categories of Investments not described above in an amount not to
exceed $10,000,000 over the term of this Agreement, provided that at the time
of any such Investment, no Default or Event of Default has occurred and is
continuing.”


 


3.             The
undersigned Banks hereby consent and agree that if the Company and its
Subsidiaries are not currently or have not been in compliance with Section
7.7(j) of the Credit Agreement, any Event of Default arising from such
noncompliance is hereby waived.


 


4.             This
Second Amendment shall become effective according to the terms hereof and as of
such date (the “Second Amendment Effective Date”) that the Agent shall have
received counterpart originals of this Second Amendment, in each case duly
executed and delivered by Company and the requisite Banks, in form satisfactory
to Agent and the Banks and counterpart originals of a Reaffirmation of
Guaranty, duly executed and delivered by the Guarantors, in form satisfactory
to Agent and Banks, provided that, if the Second Amendment Effective Date shall
not have occurred on or before March 30, 2004, this Second Amendment shall not
become effective and the offer by the Agent and the Banks to amend the Credit
Agreement on the terms set forth herein shall be deemed withdrawn.


 

















 


5.             The
Company for itself and each of the Guarantors hereby represents and warrants
that, after giving effect to the amendments contained herein, (a) execution and
delivery of this Second Amendment and the other Loan Documents required to be
delivered hereunder, and the performance by the Company of its obligations
under the Credit Agreement as amended hereby are within such undersigned’s
corporate powers, have been duly authorized, are not in contravention of law or
the terms of its articles of incorporation, bylaws or any other organizational
documents of the parties thereto, as applicable, and except as have been
previously obtained, do not require the consent or approval, material to the
amendment contemplated in this Second Amendment or Credit Agreement, as
amended, of any governmental body, agency or authority, and this Second
Amendment, the Credit Agreement, as amended, and the other Loan Documents
required to be delivered hereunder, will constitute the valid and binding
obligations of such undersigned parties, enforceable in accordance with its
terms, except as enforcement thereof may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, ERISA or similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity
(whether enforcement is sought in a proceeding in equity or at law), (b) the
representations and warranties contained in Section 5 of the Credit Agreement,
as amended are true and correct on and as of the date hereof, except to the
extent such representations and warranties speak only as of certain date, and
(c) no Default or Event of Default (other than as waived hereby) has occurred
and is continuing as of the Second Amendment Effective Date.


 


6.             Except
as specifically set forth above, this Second Amendment shall not be deemed to
amend or alter in any respect the terms and conditions of the Credit Agreement,
any of the Notes issued thereunder or any of the Loan Documents, or to
constitute a waiver by the Banks or Agent of any right or remedy under or a
consent to any transaction not meeting the terms and conditions of the Credit
Agreement, any of the Notes issued thereunder or any of the other Loan
Documents.


 


7.             Unless
otherwise defined to the contrary herein, all capitalized terms used in this
Second Amendment shall have the meaning set forth in the Credit Agreement, as
amended.


 


8.             This
Second Amendment shall be construed in accordance with and governed by the laws
of the State of Michigan.


 


9.             Any
references in the Loan Documents to the Credit Agreement shall be deemed a
reference to the Credit Agreement as amended by this Second Amendment.


 


10.           This
Second Amendment may be executed in several counterparts, and each executed
copy shall constitute an original instrument, but such counterparts shall
together constitute but one and the same instrument.


 


[signatures
follow on succeeding pages]


 


2

















 


WITNESS
the due execution hereof as of the day and year first above written.


 


	
  COMERICA BANK,

  	
  QUANEX CORPORATION

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SWING LINE BANK AND

  	
   

  
	
  ISSUING BANK:

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANKS:

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARRIS TRUST & SAVINGS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


3

















 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK TEXAS, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


4

















 


	
   

  	
  SOUTHWEST BANK OF TEXAS, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT LYONNAIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


5