Quanex Building Products Corporation, Wells Fargo Bank, National Association 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 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.