Exhibit
4.12


 


Execution
Copy


March
11, 2005


 


QUANEX
CORPORATION


Suite
1500


1900
West Loop South


Houston,
Texas  77027


 


Re:                               Fifth Amendment
(“Fifth Amendment”) under the Quanex Corporation Revolving Credit Agreement
dated as of November 26, 2002 (as amended, the “Credit Agreement”) by and among
Quanex Corporation (“Company”), Comerica Bank and such other financial
institutions which are or may from time to time become parties to the Credit
Agreement (the “Banks”), and Comerica Bank in its capacity as Agent for the
Banks (“Agent”)


 


Ladies
and Gentlemen:


 


                Reference is made to the Credit
Agreement.  Except as specifically
defined to the contrary herein, capitalized terms used in this Fifth Amendment
shall have the meanings given them in the Credit Agreement.  This Fifth Amendment shall not become
effective unless and until countersigned by the Company and returned to the
Agent.


                Based on the Agent’s receipt of
the approval of the requisite Banks and subject to the terms and conditions of
this letter, this letter will confirm that the Banks hereby consent to the
amendment of the definition of Net Income Adjustment by deleting the definition
of “Net Income Adjustment” as it is set forth therein and inserting the
following language in its place:


““Net
Income Adjustment” shall mean that amount to be added to the minimum
Consolidated Tangible Net Worth required to be maintained under Section 6.10
hereof for any fiscal quarter, consisting of an amount equal to fifty percent
(50%) of the Consolidated Net Income of the Company and its Subsidiaries (but
only if a positive number) for any fiscal quarter without any deductions or
adjustments for losses, commencing with the fiscal quarter ending January 31,
2005.”


                Except as set forth in this
Fifth Amendment, this Fifth 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 other Loan Documents, or to constitute a
waiver by Agent or any Bank of any right or remedy under the Credit Agreement,
any of the Notes issued thereunder or any of the other Loan Documents.  Nor shall this Fifth Amendment constitute an
undertaking or agreement by any Bank to increase the stated dollar amount of its
existing commitment under the Credit Agreement. 
By accepting and acknowledging this Fifth Amendment, the Company shall
be deemed to have ratified and reaffirmed all the terms, conditions, covenants
and agreement contained in the Credit Agreement, as amended (including by this
Fifth Amendment) and each of the other Loan Documents.  Simultaneously with its execution and
delivery of this Fifth Amendment, the Company agrees to provide the Banks with
a closing certificate in form and substance acceptable to Agent and an
Acknowledgment of Guarantors in the form attached hereto as Exhibit A.


 





















 


By
signing and returning a counterpart of this letter to the Agent, the Company
acknowledges its acceptance of the terms of this letter.


 


	
   

  	
  Very truly yours,

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  COMERICA
  BANK, as Agent

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
						



 


Acknowledged
and Accepted


as
of March 11, 2005


 


	
   

  	
  QUANEX
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

							



 





















 


AUTHORIZATION AND CONSENT


 


 


The
undersigned Bank hereby consents to the amendment of Section 1 of the Credit
Agreement on the terms and conditions set forth above, and authorizes the Agent
to issue the foregoing Fifth Amendment to the Company.


 


 


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [BANK]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
         Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:  March 11, 2005

  	
   

  



 





















 


Exhibit A


 


ACKNOWLEDGMENT OF GUARANTORS


 


Being a duly authorized officer of each of the undersigned (each a “Guarantor”
and collectively, the “Guarantors”), the undersigned hereby acknowledge that
(a) the Guarantors executed or joined into that certain Guaranty dated as of
December 10, 2002 (“Guaranty”) pursuant to which Guarantors guaranteed the
obligations of Quanex Corporation (the “Company”) under that certain Quanex
Corporation Revolving Credit Agreement dated as of November 26, 2002 (as
amended, the “Credit Agreement”) by and among the Company, the certain
financial institutions party from time to time thereto (“Banks”) and Comerica
Bank as agent for the Banks (the “Agent”) and (b) the Company, the Banks and
the Agent have executed the Fifth Amendment to the Credit Agreement dated as of
date hereof (the “Amendment”).  The
undersigned hereby ratifies and confirms its obligations under the Guaranty and
agrees that the Guaranty remains in full force and effect after giving effect
to the Amendment.  Capitalized terms not
otherwise defined herein will have the meanings given in the Credit
Agreement.  This acknowledgment shall be
governed by and construed in accordance with the laws of, and be enforceable
in, the State of Michigan.


 


Dated as of the 11th day of March, 2005


 





















 


IN WITNESS WHEREOF, each of the undersigned
Guarantors has executed this Acknowledgment as of the date first above written.


	
   

  	
  NICHOLS
  ALUMINUM ALABAMA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Tax Id No.: 63-1105530

  	
   

  	 

						



 


	
   

  	
  IMPERIAL PRODUCTS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Tax Id No.: 35-2028183

  	
   

  	 

						



 


	
   

  	
  TEMROC METALS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Tax Id No.: 41-0875485

  	
   

  	 

						



 


	
   

  	
  COLONIAL CRAFT, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Tax Id No.: 76-0589066

  	
   

  	 

						



 





















 


	
   

  	
  QUANEX BAR, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Tax Id No.: 76-0331473

  	
   

  	 

						



 


	
   

  	
  TRUSEAL TECHNOLOGIES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Tax Id No.: 31-1534702

  	
   

  	 

						



 


	
   

  	
  MACSTEEL MONROE, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Tax Id. No.: 76-0589069