Worthington Steel, Inc.

Current report (Form 8-K) · Jun 2, 2026 · Material agreement · Other material event · New debt obligation · +1 more

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Jun 2, 2026

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EX-99.1 · d435492dex991.htm

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d435492dex991.htm

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EX-99.1 · d435492dex991.htm EX-99.1 5 d435492dex991.htm EX-99.1 Exhibit 99.1 Worthington Steel Prices $700 Million Senior Secured Notes Offering COLUMBUS, Ohio, May 28, 2026 – Worthington Steel, Inc. (“Worthington Steel”) (NYSE: WS), announced today that it has priced an offering (the “Offering”) of $700.0 million aggregate principal amount of 7.750% senior secured notes due 2033 (the “Notes”). The Offering is expected to close on or about June 1, 2026, subject to customary closing conditions. The aggregate principal amount of Notes to be issued in the Offering has decreased to $700.0 million from $900.0 million, and the principal amount of term loans simultaneously allocated under Worthington Steel’s new term loan credit facility has increased by a corresponding amount, from $500.0 million to $700.0 million. Worthington Steel intends to use the net proceeds from the Offering, together with borrowings under a new term loan credit facility, (i) to fund the consideration and other payments in connection with Worthington Steel’s pending acquisition (the “Kloeckner Acquisition”) of Kloeckner & Co SE (“Kloeckner”), (ii) to fund loans to Kloeckner pursuant to a shareholder loan, (iii) to fund share purchases and other compensation to remaining minority Kloeckner shareholders in connection with the Kloeckner Acquisition, (iv) to pay transaction fees and expenses related to the foregoing, (v) to repay certain existing indebtedness of Worthington Steel and Kloeckner and (vi) for general working capital purposes of Worthington Steel and its subsidiaries. The Offering is not conditioned on the consummation of the Kloeckner Acquisition. Since the Kloeckner Acquisition is expected to be consummated on June 3, 2026 (within three business days of the closing of the Offering), Worthington Steel expects to elect to issue the Notes directly, rather than through its wholly owned subsidiary, WS Escrow LLC, and the net proceeds of the Offering are not expected to be deposited into escrow. The Notes will be fully and unconditionally guaranteed by each of Worthington Steel’s restricted subsidiaries that guarantee Worthington Steel’s obligations under its new term loan credit facility, and the Notes and the related guarantees will be secured by liens on substantially all of Worthington Steel’s and the guarantors’ assets, subject to certain exceptions. If the Kloeckner Acquisition is not consummated by March 12, 2027 (or, in certain circumstances, ten business days thereafter) or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but not including, the date of the special mandatory redemption. The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees will be offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are “non-U.S. persons” under Regulation S under the Securities Act. This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. About Worthington Steel Worthington Steel is one of North America’s premier value-added metals processors with the ability to provide a diversified range of products and services that span a variety of end markets. Forward-Looking Statements This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the Kloeckner Acquisition and the benefits of the transaction, the expected outcomes of the Kloeckner Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates,” “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes,” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed Kloeckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals, (ii) risks and uncertainties related to general market conditions and the closing of the Offering on the anticipated terms, or at all, (iii) Worthington Steel’s entry into the term loan credit facility, (iv) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (v) the potential impact of the announcement or consummation of the proposed Kloeckner Acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Worthington Steel disclaims any duty to update the information herein. Media Contacts: Worthington Steel Melissa Dykstra Vice President, Corporate Communications and Investor Relations Phone: 614-840-4144 Melissa.Dykstra@WorthingtonSteel.com European Media Contact: Brunswick Group Julia Klostermann Director +49 174-740-2796 Jklostermann@brunswickgroup.com

Document text

EX-99.1 · d435492dex991.htm

EX-99.1
 5
 d435492dex991.htm
 EX-99.1

 Exhibit 99.1

 Worthington Steel Prices $700 Million Senior Secured Notes Offering

 COLUMBUS, Ohio, May 28, 2026 – Worthington Steel, Inc. (“Worthington Steel”) (NYSE: WS), announced today that it has priced an offering
(the “Offering”) of $700.0 million aggregate principal amount of 7.750% senior secured notes due 2033 (the “Notes”). The Offering is expected to close on or about June 1, 2026, subject to customary closing
conditions. The aggregate principal amount of Notes to be issued in the Offering has decreased to $700.0 million from $900.0 million, and the principal amount of term loans simultaneously allocated under Worthington Steel’s new term
loan credit facility has increased by a corresponding amount, from $500.0 million to $700.0 million.
 Worthington Steel intends to use the net
proceeds from the Offering, together with borrowings under a new term loan credit facility, (i) to fund the consideration and other payments in connection with Worthington Steel’s pending acquisition (the “Kloeckner
Acquisition”) of Kloeckner & Co SE (“Kloeckner”), (ii) to fund loans to Kloeckner pursuant to a shareholder loan, (iii) to fund share purchases and other compensation to remaining minority Kloeckner shareholders in
connection with the Kloeckner Acquisition, (iv) to pay transaction fees and expenses related to the foregoing, (v) to repay certain existing indebtedness of Worthington Steel and Kloeckner and (vi) for general working capital purposes
of Worthington Steel and its subsidiaries. The Offering is not conditioned on the consummation of the Kloeckner Acquisition.
 Since the Kloeckner
Acquisition is expected to be consummated on June 3, 2026 (within three business days of the closing of the Offering), Worthington Steel expects to elect to issue the Notes directly, rather than through its wholly owned subsidiary, WS Escrow
LLC, and the net proceeds of the Offering are not expected to be deposited into escrow. The Notes will be fully and unconditionally guaranteed by each of Worthington Steel’s restricted subsidiaries that guarantee Worthington Steel’s
obligations under its new term loan credit facility, and the Notes and the related guarantees will be secured by liens on substantially all of Worthington Steel’s and the guarantors’ assets, subject to certain exceptions. If the
Kloeckner Acquisition is not consummated by March 12, 2027 (or, in certain circumstances, ten business days thereafter) or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption at a price equal
to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but not including, the date of the special mandatory redemption.
 The Notes
and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes and the
related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees
will be offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are “non-U.S. persons” under Regulation S under the
Securities Act.
 This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and shall not
constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

 About Worthington Steel

 Worthington Steel is one of North America’s premier value-added metals processors with the ability to provide a diversified range of products and
services that span a variety of end markets.
 Forward-Looking Statements

 This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the Kloeckner Acquisition and the
benefits of the transaction, the expected outcomes of the Kloeckner Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the expected timeline for completing the acquisition, and
other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates,” “is of the opinion,” “tries,” “estimates,”
“intends,” “plans,” “assumes,” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current
intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ
materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially.
These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed Kloeckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals,
(ii) risks and uncertainties related to general market conditions and the closing of the Offering on the anticipated terms, or at all, (iii) Worthington Steel’s entry into the term loan credit facility, (iv) the effects of the
transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined
company’s operations, (v) the potential impact of the announcement or consummation of the proposed Kloeckner Acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to
achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with
the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Worthington Steel disclaims any duty to update the information herein.

 Media Contacts:

 Worthington Steel
 Melissa Dykstra

 Vice President, Corporate Communications and Investor Relations

 Phone: 614-840-4144

 Melissa.Dykstra@WorthingtonSteel.com
 European Media Contact:

 Brunswick Group
 Julia Klostermann

 Director
 +49 174-740-2796
 Jklostermann@brunswickgroup.com

EX-4.1 · d435492dex41.htm

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d435492dex41.htm

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EX-4.1 · d435492dex41.htm EX-4.1 2 d435492dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION WORTHINGTON STEEL, INC. as Issuer, THE GUARANTORS FROM TIME TO TIME PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, Paying Agent, Transfer Agent, Registrar and Notes Collateral Agent INDENTURE Dated as of June 1, 2026 $700,000,000 7.750% Senior Secured Notes due 2033 Table of Contents ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Rules of Construction 1 SECTION 102. Definitions 2 SECTION 103. Compliance Certificates and Opinions 38 SECTION 104. Form of Documents Delivered to Trustee and Notes Collateral Agent 38 SECTION 105. Acts of Holders 39 SECTION 106. Notices, Etc., to Trustee, Issuer, any Guarantor and Agent 39 SECTION 107. Notice to Holders; Waiver 40 SECTION 108. Effect of Headings and Table of Contents 41 SECTION 109. Successors and Assigns 41 SECTION 110. Severability Clause 41 SECTION 111. Benefits of Indenture 41 SECTION 112. Governing Law 41 SECTION 113. Legal Holidays 41 SECTION 114. No Personal Liability of Directors, Managers, Officers, Employees and Stockholders 41 SECTION 115. No Qualification Under the Trust Indenture Act 41 SECTION 116. Counterparts 41 SECTION 117. USA PATRIOT Act 41 SECTION 118. Waiver of Jury Trial 42 SECTION 119. Force Majeure 42 SECTION 120. E-Signature 42 ARTICLE TWO NOTE FORMS SECTION 201. Form and Dating 42 SECTION 202. Execution, Authentication, Delivery and Dating 43 ARTICLE THREE THE NOTES SECTION 301. Title and Terms 44 SECTION 302. Registrar, Transfer Agent and Paying Agent 44 SECTION 303. Denominations 45 SECTION 304. Temporary Notes 45 SECTION 305. Registration of Transfer and Exchange 45 SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes 46 SECTION 307. Payment of Interest; Interest Rights Preserved 46 SECTION 308. Persons Deemed Owners 47 SECTION 309. Cancellation 47 SECTION 310. Computation of Interest 48 SECTION 311. Transfer and Exchange 48 SECTION 312. CUSIP, ISIN and Common Code Numbers 48 SECTION 313. Issuance of Additional Notes 48 SECTION 314. Global Securities 48 -i- Page ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 401. Satisfaction and Discharge of Indenture 49 SECTION 402. Application of Trust Money 50 ARTICLE FIVE REMEDIES SECTION 501. Events of Default 50 SECTION 502. Acceleration of Maturity; Rescission and Annulment 52 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee 54 SECTION 504. Trustee May File Proofs of Claim 55 SECTION 505. Trustee May Enforce Claims Without Possession of Notes 55 SECTION 506. Application of Money Collected 56 SECTION 507. Limitation on Suits 56 SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest 56 SECTION 509. Restoration of Rights and Remedies 57 SECTION 510. Rights and Remedies Cumulative 57 SECTION 511. Delay or Omission Not Waiver 57 SECTION 512. Control by Holders 57 SECTION 513. Waiver of Past Defaults 57 SECTION 514. Waiver of Stay or Extension Laws 58 SECTION 515. Undertaking for Costs 58 ARTICLE SIX THE TRUSTEE AND NOTES COLLATERAL AGENT SECTION 601. Duties of the Trustee and Notes Collateral Agent 58 SECTION 602. Notice of Defaults 59 SECTION 603. Certain Rights of Trustee and the Notes Collateral Agent 59 SECTION 604. Trustee and Notes Collateral Agent Not Responsible for Recitals or Issuance of Notes 61 SECTION 605. May Hold Notes 61 SECTION 606. Money Held in Trust 61 SECTION 607. Compensation and Reimbursement 61 SECTION 608. Corporate Trustee, Notes Collateral Agent Required; Eligibility 62 SECTION 609. Resignation and Removal; Appointment of Successor 62 SECTION 610. Acceptance of Appointment by Successor 63 SECTION 611. Merger, Conversion, Consolidation or Succession to Business 64 SECTION 612. Appointment of Authenticating Agent 64 ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER SECTION 701. Issuer to Furnish Trustee Names and Addresses 65 SECTION 702. [Reserved] 65 -ii- Page ARTICLE EIGHT MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS SECTION 801. Issuer May Consolidate, Etc., Only on Certain Terms 65 SECTION 802. Guarantors May Consolidate, Etc., Only on Certain Terms 67 SECTION 803. Successor Substituted 68 ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 901. Amendments or Supplements Without Consent of Holders 68 SECTION 902. Amendments, Supplements or Waivers with Consent of Holders 70 SECTION 903. Execution of Amendments, Supplements or Waivers 72 SECTION 904. Effect of Amendments, Supplements or Waivers 72 SECTION 905. [Reserved] 72 SECTION 906. Reference in Notes to Supplemental Indentures 72 SECTION 907. Notice of Supplemental Indentures 72 ARTICLE TEN COVENANTS SECTION 1001. Payment of Principal, Premium, if any, and Interest 72 SECTION 1002. Maintenance of Office or Agency 72 SECTION 1003. Money for Notes Payments to Be Held in Trust 73 SECTION 1004. [Reserved] 73 SECTION 1005. [Reserved] 73 SECTION 1006. [Reserved] 74 SECTION 1007. [Reserved] 74 SECTION 1008. Statement by Officer as to Default 74 SECTION 1009. Reports and Other Information 74 SECTION 1010. Limitation on Restricted Payments 75 SECTION 1011. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock 83 SECTION 1012. Liens 89 SECTION 1013. Limitations on Transactions with Affiliates 90 SECTION 1014. Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 92 SECTION 1015. Future Guarantors 94 SECTION 1016. Change of Control 95 SECTION 1017. Asset Sales 97 SECTION 1018. Suspended Covenants 100 SECTION 1019. Financial Calculations for Covenants 101 SECTION 1020. Activities Prior to Control Date 102 ARTICLE ELEVEN REDEMPTION OF NOTES SECTION 1101. Right of Redemption 102 SECTION 1102. Applicability of Article 103 SECTION 1103. Election to Redeem; Notice to Trustee 103 SECTION 1104. Selection by Trustee of Notes to Be Redeemed 103 SECTION 1105. Notice of Redemption 104 SECTION 1106. Deposit of Redemption Price 105 SECTION 1107. Notes Payable on Redemption Date 105 -iii- Page SECTION 1108. Notes Redeemed in Part 105 SECTION 1109. [Reserved] 105 SECTION 1110. Mandatory Redemption 105 SECTION 1111. Special Mandatory Redemption 105 ARTICLE TWELVE GUARANTEES SECTION 1201. Guarantees 106 SECTION 1202. Severability 107 SECTION 1203. Restricted Subsidiaries 107 SECTION 1204. Limitation of Guarantors’ Liability 107 SECTION 1205. Contribution 107 SECTION 1206. Subrogation 108 SECTION 1207. Reinstatement 108 SECTION 1208. Release of a Guarantor 108 SECTION 1209. Benefits Acknowledged 109 SECTION 1210. Execution and Delivery 109 SECTION 1211. German Limitations 109 ARTICLE THIRTEEN LEGAL DEFEASANCE AND COVENANT DEFEASANCE SECTION 1301. Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance 113 SECTION 1302. Legal Defeasance and Discharge 113 SECTION 1303. Covenant Defeasance 113 SECTION 1304. Conditions to Legal Defeasance or Covenant Defeasance 113 SECTION 1305. Deposited Money and Government Securities To Be Held in Trust Other Miscellaneous Provisions 115 SECTION 1306. Reinstatement 115 ARTICLE FOURTEEN COLLATERAL AND SECURITY SECTION 1401. Collateral 115 SECTION 1402. Further Assurances 116 SECTION 1403. After-Acquired Property 117 SECTION 1404. Release of Collateral 117 SECTION 1405. Authorization of Actions to be Taken by the Trustee or the Notes Collateral Agent under the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement 118 SECTION 1406. Information Regarding Collateral 119 SECTION 1407. Collateral Documents, Pari Passu Intercreditor Agreement and ABL Intercreditor Agreement 119 SECTION 1408. Notes Collateral Agent 119 -iv- APPENDIX & EXHIBITS ANNEX I – Rule 144A / Regulation S / IAI Appendix EXHIBIT 1 to Rule 144A / Regulation S / IAI Appendix – Form of Initial Note EXHIBIT 2 to Rule 144A / Regulation S / IAI Appendix – Form of Transferee Letter of Representation EXHIBIT A – Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors EXHIBIT B – Form of Incumbency Certificate EXHIBIT C – Agreed Security Principles -v- INDENTURE dated as of June 1, 2026, among Worthington Steel, Inc., an Ohio corporation (the “ Issuer ” or the “ Company ”), the Guarantors (as defined below) party hereto from time to time and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the “ Trustee ”), as Notes Collateral Agent (as defined herein) and as Paying Agent, Transfer Agent and Registrar (as defined herein). RECITALS OF THE ISSUER The Issuer has duly authorized the creation of an issue of 7.750% Senior Secured Notes due 2033 issued on the date hereof (the “ Initial Notes ”) and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. On the Issue Date, the Worthington Guarantors will enter into this Indenture to provide for their guarantees of the Notes as described herein. No later than the date that is 5 Business Days after the Issue Date, BidCo and BidCo HoldCo shall enter into a supplemental indenture to this indenture, pursuant to which such entities will become a party to this Indenture and shall become a “Guarantor” under this Indenture and the Notes, and shall guarantee, jointly and severally, the Issuer’s obligations under this Indenture and the Notes All things necessary have been done to make the Initial Notes, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of the Issuer and the Guarantors, in accordance with their and its terms. Each of the parties hereto is entering into this Indenture for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of (i) the Issuer’s Initial Notes and (ii) any Additional Notes (as defined herein) that may be issued from time to time under this Indenture. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of all Holders, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Rules of Construction . For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article One have the meanings assigned to them in this Article One, and words in the singular include the plural and words in the plural include the singular; (2) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as herein defined); (3) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; (4) all references to Articles, Sections, Exhibits and Appendices shall be construed to refer to Articles and Sections of, and Exhibits and Appendices to, this Indenture; (5) “or” is not exclusive; (6) “including” means including without limitation; and (7) all references to the date the Notes were originally issued shall refer to the Issue Date. SECTION 102. Definitions . “ ABL Credit Agreement ” means that certain Revolving Credit and Security Agreement, dated as of November 30, 2023, by and among the Company, the lenders party thereto and the PNC Bank, National Association, as administrative agent, as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. “ ABL DIP Cap Amount ” means the greater of (a) the sum of (i) $660.0 million, plus (ii) 120% of the aggregate amount of incremental revolving credit commitments established pursuant to the ABL Credit Agreement then in effect (including any incremental commitments established pursuant to Section 2.24 of the ABL Credit Agreement as in effect on the Issue Date) and (b) 120% of the sum of (i) 95% of the face amount of all accounts receivable owned by the grantors under the ABL Credit Agreement and the related loan documents less bad debt reserves in excess of 5% of accounts receivable owned by the grantors under the ABL Credit Agreement and the related loan documents, plus (ii) 80% of the value of all inventory (calculated at the lower of cost or market on a basis consistent with the Company’s historical accounting practices) owned by the grantors under the ABL Credit Agreement and the related loan documents. “ ABL Facility ” means the Credit Facility established pursuant to the ABL Credit Agreement from time to time. “ ABL Facility Collateral Agent ” means, at any time, the collateral agent under the ABL Facility at such time and its successors and permitted assigns thereunder. “ ABL Facility Obligations ” means the “Obligations” as defined in the ABL Credit Agreement. “ ABL Intercreditor Agreement ” means the ABL Intercreditor Agreement, dated as of the Issue Date, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, by and among the Company, certain Subsidiaries of the Company, the Term Loan Credit Facility Collateral Agent, the Notes Collateral Agent, each applicable Additional Debt Representative and the applicable ABL Facility Collateral Agent. “ ABL Priority Collateral ” has the meaning specified in the ABL Intercreditor Agreement. “ Acceptable Commitment ” has the meaning specified in Section 1017(b)(2) of this Indenture. “ ACH ” means Automated Clearing House or any successor thereto. “ Acquired Indebtedness ” means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and -2- (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. “ Acquisition ” means the acquisition of the Target pursuant to the Offer. “ Acquisition Triggering Event ” has the meaning specified in Section 1111(a) of this Indenture. “ Act ” when used with respect to any Holder, has the meaning specified in Section 105(a) of this Indenture. “ Additional Notes ” means any Notes issued by the Issuer pursuant to Section 313. “ Additional Refinancing Amount ” means, in connection with the refinancing of any Indebtedness, the aggregate principal amount of additional Indebtedness incurred to pay: (1) accrued and unpaid interest on the Indebtedness being refinanced; (2) the increased principal amount of any Indebtedness being refinanced resulting from the in-kind payment of interest on such Indebtedness; (3) the aggregate amount of original issue discount on the Indebtedness being refinanced; (4) premiums (including tender premiums) and other costs associated with the redemption, repurchase, retirement, discharge or defeasance of Indebtedness being refinanced; and (5) all fees and expenses (including underwriting discounts, commitment, ticking and similar fees, expenses and discounts) associated with the repayment of the Indebtedness being refinanced and the incurrence of the Indebtedness incurred in connection with such refinancing. “ Adjusted Net Assets ” has the meaning specified in Section 1205 of this Indenture. “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. “ Affiliate Transaction ” has the meaning specified in Section 1013(a) of this Indenture. “ Agent ” means any Registrar, Transfer Agent, co-registrar, Paying Agent, or other agent appointed in accordance with this Indenture to perform any function that this Indenture authorized such agent to perform. “ Agreed Security Principles ” means the principles governing the German Collateral following the Issue Date, as attached as Exhibit C. “ Alternate Offer ” has the meaning specified in Section 1016(f) of this Indenture. “ Appendix ” has the meaning specified in Section 201 of this Indenture. “ Applicable AML Law ” has the meaning specified in Section 117 of this Indenture. “ Applicable Calculation Date ” means the applicable date of calculation for (i) the Consolidated First Lien Debt Ratio, (ii) the Consolidated Secured Debt Ratio, (iii) the Consolidated Total Debt Ratio, (iv) the Fixed Charge Coverage Ratio or (v) EBITDA. “ Applicable Collateral Agent ” means (i) until the earlier of (x) the payment in full of the Term Loan Credit Facility Obligations and (y) the Non-Controlling Representative Enforcement Date, the Term Loan Credit Facility Collateral Agent and (ii) from and after the earlier of (x) the payment in full of the Term Loan Credit Facility Obligations and (y) the Non-Controlling Representative Enforcement Date, the Major Non-Controlling Representative. -3- “ Applicable Measurement Period ” means, as of any date of determination, the most recently ended four fiscal quarters immediately preceding the Applicable Calculation Date for which internal financial statements are available. “ Applicable Premium ” means, with respect to any Note on any Redemption Date, the greater of: (1) 1.0% of the principal amount of such Note; and (2) the excess, if any, of (A) the present value at such Redemption Date of (i) the Redemption Price (such redemption price being set forth in the table appearing in Section 1101) of such Note at June 1, 2029, plus (ii) all required interest payments due on such note (excluding accrued but unpaid interest to the Redemption Date) through June 1, 2029, computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (B) the principal amount of such Note. Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the verification of such calculation shall not be a duty or obligation of the Trustee. “ Applicable Premium Deficit ” has the meaning specified in Section 1304(1) of this Indenture. “ Asset Sale ” means: (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction or Division) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “ disposition ”) or (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than preferred stock of Restricted Subsidiaries issued in compliance with the covenant described under Section 1011), whether in a single transaction or a series of related transactions. Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales: (A) any disposition of cash or Cash Equivalents or Investment Grade Securities or, excess, obsolete, damaged, unnecessary, unsuitable, non-core, surplus or worn out property, equipment or other assets in the ordinary course of business or any disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and facility updates or any disposition of any inventory, immaterial assets or goods (or other assets) held for sale or no longer used in the ordinary course of business or any disposition resulting from the liquidation or dissolution of any Restricted Subsidiary that is dormant or no longer used in the Issuer’s ordinary course of business to the extent made ratably in accordance with the relative equity interests held by, or capital accounts of, the owners thereof; (B) the disposition of all or substantially all of the assets of the Issuer or any Guarantor in a manner permitted pursuant to or not prohibited by the provisions described above under Section 801 or any disposition that constitutes or is made in connection with a Change of Control pursuant to this Indenture; (C) the making of any Restricted Payment that is permitted to be made, and is made, under Section 1010 or any Permitted Investment; (D) any disposition of property or other assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate Fair Market Value of less than the greater of (x) $90.0 million and (y) 15.0% of EBITDA for the Applicable Measurement Period; (E) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary; -4- (F) to the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (G) the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business; (H) any issuance, sale or pledge of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (I) foreclosures, condemnation, eminent domain, expropriation, forced dispositions, or any similar action with respect to assets or transfers of any property that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; (J) sales or discounts of accounts receivable, or participations therein, in connection with any Receivables Facility; (K) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture; (L) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (M) the sale, lease, assignment, license, sublease or discount of inventory, equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection or compromise thereof; (N) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (O) the unwinding of any Hedging Obligations; (P) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell or put/call arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (Q) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Issuer are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole; (R) the issuance of directors’ qualifying shares and shares issued to foreign nationals or other third parties as required by applicable law; (S) dispositions of assets (including, without limitation, quarries and vacant land) if such assets are not used or useful in the core or principal business of the Issuer and its Restricted Subsidiaries (in the good faith determination of the Issuer, whose determination shall be conclusive); (T) any disposition deemed to occur in connection with creating, granting or perfecting a Lien not otherwise prohibited by this Indenture; (U) dispositions in connection with payments of insurance proceeds by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any property; (V) dispositions made to obtain the approval of any antitrust authority or other regulatory approval necessary to consummate an acquisition or similar Investment in the nature of an acquisition; -5- (W) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business; (X) [reserved]; (Y) dispositions in connection with any Permitted Reorganization; and (Z) transfers in connection with the Target Europe ABS Facility. “ Asset Sale Offer ” has the meaning specified in Section 1017(d) of this Indenture. “ Authenticating Agent ” has the meaning specified in Section 612 of this Indenture. “ Bankruptcy Code ” means Title 11 of the United States Code, as amended from time to time. “ Bankruptcy Law ” means the Bankruptcy Code or any similar United States Federal or state law and the law of any other jurisdiction relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law. “Bankruptcy or Insolvency Case” means : (1) any voluntary or involuntary case or proceeding under the Bankruptcy Code or other applicable bankruptcy or insolvency laws of another jurisdiction with respect to the Issuer or any Guarantor; (2) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Issuer or any Guarantor or with respect to a material portion of its respective assets; (3) any composition of liabilities or similar arrangement relating to the Issuer or any Guarantor, whether or not under a court’s jurisdiction or supervision; (4) any liquidation, dissolution, reorganization or winding up of the Issuer or any Guarantor, whether voluntary or involuntary, whether or not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy; or (5) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer or any Guarantor. “ BCA ” means the Business Combination Agreement by and among the Company, BidCo and the Target, dated as of January 15, 2026, as amended from time to time. “ Becker Group ” means Becker Stahl-Service GmbH, Becker Stainless GmbH, Becker-Stainless Center GmbH, Becker Aluminium Service GmbH, Umformtechnik Stendal GmbH and Umformtechnik Stendal UTS s.r.o. “ Becker Sale ” means, collectively, a sale or disposition, on or after the Control Date, of all or any portion of the equity in or assets held by the Becker Group. For the avoidance of doubt, any Becker Sale shall constitute an Asset Sale and any proceeds received therefrom must be applied in accordance with Section 1017 of this Indenture. “ BidCo ” means Worthington Steel GmbH, a German limited liability company ( Gesellschaft mit beschränkter Haftung, GmbH ) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Stuttgart under HRB 801625 with its registered business address at c/o Sitem Group, Graf-Zeppelin-Straße 29, 72202 Nagold, Germany. “ BidCo Guarantee Release Date ” has the meaning specified in Section 1208(1) of this Indenture. -6- “ BidCo Holdco ” means Worthington Steel Holding GmbH, a German limited liability company ( Gesellschaft mit beschränkter Haftung, GmbH ) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Frankfurt am Main under HRB 141756 with its registered business address at Friedrich-Ebert-Anlage 56, 60325 Frankfurt am Main. “ board of directors ” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board of directors or other governing body. “ Board Resolution ” means with respect to the Issuer, a duly adopted resolution of the board of directors of the Issuer or any committee thereof. “ Borrowing Base ” has the meaning set forth in the ABL Credit Agreement. “ Business Day ” means each day which is not a Legal Holiday. “ Capital Stock ” means: (1) in the case of a corporation, corporate stock, (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. “ Capitalized Lease Obligation ” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP as in effect prior to the implementation of ASC 842, and the amount of such obligations shall be the capitalized amount thereof accounted for as a liability in accordance with GAAP as in effect prior to the implementation of ASC 842; provided that obligations under any lease that would have been accounted for as an operating lease under GAAP in effect prior to ASC 842 shall not constitute Capitalized Lease Obligations. “ Cash Equivalents ” means: (1) United States dollars, (2) Canadian dollars, (3) (A) euro, pounds sterling or any national currency of any participating member state in the European Union, or (B) local currencies held from time to time in the ordinary course of business, (4) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, Canada, the Province of Ontario, or any country that is a member state of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition, -7- (5) certificates of deposit, time deposits and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of foreign banks, (6) repurchase obligations for underlying securities of the types described in clauses (4) and (5) entered into with any financial institution meeting the qualifications specified in clause (5) above, (7) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof, (8) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof, (9) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (8) above and (10) through (14) below, (10) direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition, (11) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition, (12) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s, (13) in the case of Investments by any Restricted Subsidiary that is a Foreign Subsidiary, Investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (12) customarily utilized in countries in which such Foreign Subsidiary operates for short-term cash management purposes, and (14) Indebtedness issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s with maturities of one year or less from the date of acquisition in an aggregate amount not to exceed $30.0 million at any time. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) through (3) above; provided that such amounts are converted into any currency listed in clauses (1) through (3) as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts. “ Cash Management Services ” means any of the following to the extent not constituting a line of credit (other than an overnight overdraft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services. “ CFC ” means a controlled foreign corporation within the meaning of Section 957 of the Code. “ Change of Control ” means the occurrence of any of the following after the Issue Date: (1) the consummation of a transaction or series of transactions following which the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than the spouses, siblings, descendants, spouses of any such siblings or descendants, trusts created exclusively for the benefit of such Persons, executors, administrators, guardians, or conservators of the estate of John H. McConnell, John P. McConnell, their respective Affiliates and Associates (as defined in Rule 12b-2 under the Exchange Act), or a group which the foregoing are a principal participant, or any profit sharing, employee stock -8- ownership or other employee benefit plan of the Issuer or any of its Subsidiaries or any trustee or fiduciary with respect to any such plan when acting in such capacity), becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; or (2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to the consummation of such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction. “ Change of Control Offer ” has the meaning specified in Section 1016(a) of this Indenture. “ Change of Control Payment ” has the meaning specified in Section 1016(a) of this Indenture. “ Change of Control Payment Date ” has the meaning specified in Section 1016(a)(2) of this Indenture. “ Code ” means the Internal Revenue Code of 1986, as amended from time to time. “ Collateral ” means all the “ Collateral ” (or equivalent term) as defined in any Collateral Document and all other property that is subject or purported to be subject to any Lien in favor of the Notes Collateral Agent pursuant to any Collateral Document, including the German Collateral, but in any event excluding all Excluded Assets. “ Collateral Documents ” means all security agreements (including the Notes Security Agreement and any intellectual property security agreements), pledge agreements, control agreements, mortgages, collateral assignments, security deeds, deeds to secure debt, deeds of trust, collateral agency agreements, debentures or other instruments or other pledges, grants or transfers for security or agreements related thereto executed and delivered by the Issuer or any Guarantor creating or perfecting (or purporting to create or perfect) a Lien upon Collateral (including, without limitation, financing statements under the UCC) in favor of the Notes Collateral Agent on behalf of itself, the Trustee and the holders of the Notes to secure the Notes and the Guarantees, in each case, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from time to time, in accordance with its terms and the provisions of Article Fourteen. “ Company ” has the meaning set forth in the preamble hereto. “ consolidated ” or “ Consolidated ” means, with respect to any Person, such Person on a consolidated basis in accordance with GAAP, but excluding from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. “ Consolidated First Lien Debt Ratio ” means, as of any date of determination, the ratio of (a) Consolidated First Lien Indebtedness (minus Unrestricted Cash) on such date to (b) EBITDA of the Issuer for the Applicable Measurement Period ending on or immediately prior to such date, with such pro forma adjustments to Consolidated First Lien Indebtedness, Unrestricted Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”; provided that the “Consolidated First Lien Debt Ratio” shall be calculated excluding any Consolidated First Lien Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated First Lien Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash. “ Consolidated First Lien Indebtedness ” means, at any date of determination, (x) the aggregate amount of Consolidated Total Indebtedness that, as of such date, is secured by a Lien on any assets or property of the Issuer or any of its Restricted Subsidiaries minus (y) any such Consolidated Total Indebtedness secured by Liens that are expressly subordinated to the Liens securing the Notes (other than, in the case of this clause (y), Indebtedness under the ABL Facility or any replacement or refinancing thereof or any other Indebtedness secured on a pari passu basis with the ABL Facility). Notwithstanding the foregoing, prior to the Control Date, Consolidated First Lien Indebtedness shall be calculated excluding the Target and its Subsidiaries. -9- “ Consolidated Interest Expense ” means, with respect to any Person for any period, determined on a consolidated basis, without duplication, for such Person in accordance with GAAP, interest expense (including, without limitation, interest expense attributable to Capitalized Lease Obligations and all net payment obligations pursuant to Hedging Obligations), premium payments, debt discount, fees, charges and related expenses with respect to any and all Indebtedness of such Person for such period. Notwithstanding the foregoing, prior to the Control Date, Consolidated Interest Expense shall be calculated excluding the Target and its Subsidiaries. “ Consolidated Net Income ” means, for any period, the net income (or loss) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis, without duplication, in accordance with GAAP; provided that in calculating Consolidated Net Income of the Issuer and its Restricted Subsidiaries for any period, there shall be excluded: (a) the net income (or loss) of any Person (other than a Restricted Subsidiary which shall be subject to clause (c) below), in which the Issuer or any of its Restricted Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Issuer or any of its Restricted Subsidiaries by dividend or other distribution during such period; (b) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Issuer or any of its Restricted Subsidiaries or is merged into or consolidated with the Issuer or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Issuer or any of its Restricted Subsidiaries except to the extent included pursuant to the foregoing clause (a); (c) the net income (if positive), of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary to the Issuer or any of its Restricted Subsidiaries of such net income (i) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or taxes; (d) extraordinary, unusual or non-recurring gains or losses, charges, costs and expenses, (e) (i) any write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness, (ii) any impairment charges, write-offs or write-downs of any assets and (iii) any amortization of intangible assets; (f) any unrealized or realized gain or loss resulting from fluctuations in currency values, foreign currency translation or foreign currency transactions (including currency re-measurements of any Indebtedness) and any related tax effects; (g) the cumulative effect of any change in accounting principles; (h) any gain or loss from Asset Sales during such period; (i) any cancellation of debt income and any other gain or loss attributable to the early extinguishment of Indebtedness or Hedging Obligations; and (j) the purchase accounting effects of adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Issuer and its Subsidiaries), as a result of any consummated acquisition whether consummated before or after the Issue Date, or the amortization or write-off of any amounts thereof. Notwithstanding the foregoing, prior to the Control Date, Consolidated Net Income shall be calculated excluding the Target and its Subsidiaries. Notwithstanding the foregoing, for the purpose of Section 1010 only (other than clause (C)(5) of Section 1010(a)), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (C)(5) of Section 1010(a). “ Consolidated Secured Debt Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness (minus Unrestricted Cash) that is secured by a Lien on any assets of the Issuer or any of its Restricted Subsidiaries on such date to (b) EBITDA of the Issuer for the Applicable Measurement Period ending on or immediately prior to such date, with such pro forma adjustments to Consolidated Total Indebtedness, Unrestricted Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”; provided that the “Consolidated Secured Debt Ratio” shall be -10- calculated excluding any Consolidated Total Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Total Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash. “ Consolidated Total Debt Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness (minus Unrestricted Cash) on such date to (b) EBITDA of the Issuer for the Applicable Measurement Period ending on or immediately prior to such date, with such pro forma adjustments to Consolidated Total Indebtedness, Unrestricted Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” (other than the first proviso to the first paragraph thereof); provided that the “Consolidated Total Debt Ratio” shall be calculated excluding any Consolidated Total Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Total Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash. “ Consolidated Total Indebtedness ” means, as of any date of determination with respect to the Issuer and its Restricted Subsidiaries on a consolidated basis without duplication, the sum of (a) the outstanding principal amount of all indebtedness for borrowed money (including the Obligations under the Notes) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness and (c) all direct non-contingent obligations arising in connection with letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, in each case, that have been drawn and not reimbursed. Notwithstanding the foregoing, Consolidated Total Indebtedness shall be calculated excluding (i) prior to the Control Date, the Target and its Subsidiaries (including the Target Europe ABS Facility) and (ii) intercompany Indebtedness owed by the Issuer or any of its Restricted Subsidiaries to the Issuer or any of its Restricted Subsidiaries. “ Control Date ” means the first date on which (x) the Merger Squeeze-Out is effected or the Target is otherwise merged into BidCo, (y) the Conversion is effected or (z) the Domination Agreement becomes effective. “ Conversion ” means, following a squeeze-out of minority shareholders in accordance with Section 327a et seqq. of the German Stock Corporation Act ( Aktiengesetz ), the conversion of the Target into a limited liability company ( Gesellschaft mit beschränkter Haftung, GmbH ). “ Corporate Trust Office ” means the corporate trust office of the Trustee, at which at any particular time its corporate trust business in relation to this Indenture shall be administered, which office at the date of execution of this Indenture is located at 1 Columbus Circle, 4 th Floor, Mail Stop: NYC01-0417, New York, New York 10019, Attention: Trust and Securities Services, Worthington Steel, Inc. AA8992, Facsimile: (732) 578-4635 or such other address as the Trustee may designate from time to time. “ Covenant Defeasance ” has the meaning specified in Section 1303 of this Indenture. “ Covenant Satisfaction Officer’s Certificate ” has the meaning specified in Section 502(d) of this Indenture. “ Credit Facilities ” means, with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that Refinance any part of the loans, notes or other securities, other credit facilities or commitments thereunder, including any such Refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof ( provided that such increase in borrowings is permitted under Section 1011) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. “ Declined Proceeds ” has the meaning specified in Section 1017(d) of this Indenture. “ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. -11- “ Defaulted Interest ” has the meaning specified in Section 307(b) of this Indenture. “ Depository ” means The Depository Trust Company, its nominees and their respective successors. “ Derivative Instrument ” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Performance References. “ Designated Non -Cash Consideration ” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration. “ Designated Preferred Stock ” means preferred stock of the Issuer, any Restricted Subsidiary or any direct or indirect parent company of the Issuer (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or such parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (C) of Section 1010(a). “ Directing Holder ” has the meaning specified in Section 502(c) of this Indenture. “ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control, asset sale or casualty or condemnation event, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control, asset sale or casualty or condemnation event, in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of future, present or former employees, officers, directors, managers or consultants of the Issuer, any of its Restricted Subsidiaries or any direct or indirect parent company of the Issuer by any such plan to such employees, officers, directors, managers or consultants, or their family members or former family members or the estates of any of the foregoing or the beneficiary of such estates or any other permitted transferees of any of the foregoing, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Restricted Subsidiaries or any direct or indirect parent company of the Issuer in order to satisfy applicable statutory or regulatory obligations. “ Dividing Person ” has the meaning assigned to it in the definition of “Division.” “ Division ” means the division of the assets, liabilities and/or obligations of a Person (the “ Dividing Person ”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive. “ Division Successor ” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division. “ Domestic Subsidiary ” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary. -12- “ Domination Agreement ” means a domination agreement and profit loss transfer agreement ( Beherrschungs- und Gewinnabführungsvertrag ) (in the meaning of Section 291(1) of the German Stock Corporation Act) among BidCo as controlling entity and the Target as controlled entity. “ EBITDA ” means, for any period, without duplication, Consolidated Net Income for such period, plus (a) the sum of the following, without duplication, to the extent deducted (and not added back) in determining Consolidated Net Income for such period (other than in respect of clause (v) below): (i) income and franchise taxes, (ii) Consolidated Interest Expense, (iii) amortization, depreciation and other non-cash charges (including non-cash deferred compensation expense), non-cash losses and non-cash items reducing Consolidated Net Income, (iv) Transaction Expenses and fees, costs and expenses incurred in connection with the Indenture, the documentation governing any other Indebtedness, and in each case any amendments, modifications, supplements, consents or waivers thereto, (v) the amount of any restructuring charges or reserves or other business optimization expenses or reserves (including those relating to severance, pension unwinding, relocation costs and one-time compensation charges, costs incurred in connection with any non-recurring strategic initiatives or new initiatives, other business optimization expenses (including incentive costs and expenses relating to business optimization programs and signing, retention and completion bonuses), costs and expenses relating to any entry into new markets or contracts, or new product developments or introductions or exiting a market, contract or product and any software or other intellectual property development costs and expenses, any costs and expenses associated with new systems design, any implementation cost or expense, any lobbying costs or expenses, any project startup cost or expense, any transition cost or expense or cost or expense associated with improvements to IT or accounting functions) and expected pro forma “run rate” cost savings, operational expense reductions, other operating improvements or synergies related to any acquisitions, mergers and other business combinations, divestitures, restructurings, or other initiatives after the Issue Date (it being understood that, for the avoidance of doubt, “run rate” cost savings or other operating improvements and synergies shall include, in connection with the Transactions, the elimination or reduction of costs related to duplicative public company expenses incurred by the Target, including financial reporting, compliance, directors’ or managers’ compensation, fees and expense reimbursement, any charge relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees, and other similar costs), in each case projected by the Issuer in good faith to be realized as the result of actions taken or with respect to which substantial steps have been taken (in the good faith determination of the Issuer) within 24 months after such transaction or initiative is consummated, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount included pursuant to this clause (v) shall not exceed 25.0% of EBITDA (prior to giving effect to this clause (v) ) and (vi) losses attributable to the Becker Group, minus (b) (i) interest income and (ii) non-cash gains or non-cash items increasing Consolidated Net Income. EBITDA shall be calculated on a pro forma basis to give effect to (a) any acquisition by the Issuer or any of its Restricted Subsidiaries consummated at any time on or after the first day of an Applicable Measurement Period as if such acquisition had been consummated on the first day of such Applicable Measurement Period and (b) any Disposition or discontinuance of operations by the Issuer or any of its Restricted Subsidiaries consummated at any time on or after the first day of an Applicable Measurement Period as if such Disposition or discontinuance had been consummated on the first day of such Applicable Measurement Period. Notwithstanding the foregoing, prior to the Control Date, EBITDA shall be calculated excluding the Target and its Subsidiaries. “ Equity Interest ” means Capital Stock and all warrants, options or other rights, including, without limitation, restricted stock, restricted stock units or performance units to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. “ Equity Offering ” means any public or private sale of common stock or preferred stock of the Company or any direct or indirect parent company of the Company (excluding Disqualified Stock), other than: (1) public offerings with respect to the Company’s or any of its direct or indirect parent company’s common stock registered on Form S-4 or Form S-8; (2) issuances to any Subsidiary of the Company; and (3) any such public or private sale that constitutes an Excluded Contribution. -13- “ euro ” or “ EUR ” means the single currency of participating member states of the Economic and Monetary Union of the European Union. “ Event of Default ” has the meaning specified in Section 501 of this Indenture. “ Excess Proceeds ” has the meaning specified in Section 1017(d) of this Indenture. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended. “ Excluded Assets ” has the meaning specified in the Notes Security Agreement. “ Excluded Contribution ” means net cash proceeds, the Fair Market Value of marketable securities or the Fair Market Value of Qualified Proceeds received by the Company from: (1) contributions to its common equity capital, and (2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company, in each case designated as Excluded Contributions pursuant to an Officer’s Certificate of the Company within 180 days of the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (C) of Section 1010(a). “ Excluded Subsidiary ” means any Subsidiary (a) that is not a wholly owned Subsidiary, (b) that is Worthington Receivables Company, LLC, a Delaware limited liability company, (c) that is a CFC (or a direct or indirect Subsidiary thereof), (d) that owns, directly or indirectly, no material assets other than Equity Interests of one or more “controlled foreign corporations” within the meaning of Section 957(a) of the Code (and any Subsidiary thereof), (e) with respect to which, in the reasonable good faith determination of the Issuer, a Guarantee by such a Subsidiary would result in materially adverse tax consequences to the Issuer or any of its Subsidiaries, (f) that is not organized or formed under the laws of any state of the United States of America or the District of Columbia, (g) that is a not-for-profit Subsidiary or a special purpose entity, (h) that is a special purpose finance entity, (i) that is acquired and is prohibited by applicable law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such contractual prohibition was not entered into in contemplation of such acquisition) from guaranteeing the Notes, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to provide a Guarantee of the Notes and such consent, approval, license or authorization has not been received (it being agreed that the Issuer and the Guarantors have no obligation to obtain such consent, approval, license or authorization), (j) with respect to which, in the reasonable good faith judgment of the Issuer, the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by Holders therefrom or (k) that is an Unrestricted Subsidiary; provided that (1) in no event shall The Worthington Steel Company, LLC, BidCo Holdco or BidCo be an Excluded Subsidiary prior to the BidCo Guarantee Release Date and (2) notwithstanding anything to the contrary in this definition, the provisions under Section 1015 and the definition of “Target Entities” shall solely govern with respect to the Target Entities. “ Existing Indebtedness ” means Indebtedness, Disqualified Stock or preferred stock of the Issuer or any Restricted Subsidiary in existence on the Issue Date, plus interest accruing (or the accretion of discount) thereon. “ Fair Market Value ” means, with respect to any Investment, asset or property, the fair market value of such Investment, asset or property, determined in good faith by senior management or the board of directors of the Issuer, whose determination will be conclusive for all purposes under this Indenture and the Notes. “ First Tier Foreign Subsidiary ” means any Foreign Subsidiary that is a CFC and the Equity Interests of which are owned directly by the Issuer or any Restricted Subsidiary. -14- “ Fitch ” means Fitch Ratings or any of its successors or assigns that is a nationally recognized statistical rating organization within the meaning of Rule 3(a)(62) under the Exchange Act. “ Fixed Charge Coverage Ratio ” means, with respect to any Person as of any Applicable Calculation Date, the ratio of (1) EBITDA of such Person for the Applicable Measurement Period to (2) the Fixed Charges of such Person for such Applicable Measurement Period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of the Applicable Measurement Period but on or prior to the Applicable Calculation Date, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock (in each case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning of the Applicable Measurement Period; provided , however , that the pro forma calculation shall not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described in Section 1011(b) (other than Indebtedness incurred pursuant to Section 1011(b)(14)); provided, further, that, for purposes of the calculation of the Fixed Charge Coverage Ratio, in connection with the incurrence of any Indebtedness pursuant to Section 1011(a) the Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness which is to be incurred, as being incurred as of the Applicable Calculation Date and any subsequent incurrence of Indebtedness under such commitment that was so treated shall not be deemed, for purposes of this calculation, to be an incurrence of additional Indebtedness. For purposes of calculating the Fixed Charge Coverage Ratio, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) and any operational change, strategic or cost-saving initiative, business optimization initiative, purchasing improvement, restructuring or other initiative or action (each, an “ Operational Change ”) that have been made by the Issuer or any Restricted Subsidiary during the Applicable Measurement Period or subsequent to such Applicable Measurement Period and on or prior to or simultaneously with the Applicable Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the Applicable Measurement Period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such Applicable Measurement Period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of the Applicable Measurement Period; provided that, at the Issuer’s election, any such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation having an aggregate value of less than $15,000,000 shall not be required to be calculated on a pro forma basis. For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt and without duplication but subject to the first sentence of the definition of “EBITDA”, the amount of “run rate” cost savings, operating expense reductions and synergies resulting from such Investment, acquisition, merger or consolidation or Operational Change which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Applicable Calculation Date had been the applicable rate for the entire period (taking into account for such entire period, any Hedging Obligation applicable to such Indebtedness with a remaining term of 12 months or longer, and in the case of any Hedging Obligation applicable to such Indebtedness with a remaining term of less than 12 months, taking into account such Hedging Obligation to the extent of its remaining term). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under revolving credit facilities computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period; or, if lower, the maximum commitments under such revolving credit facilities as of the -15- Applicable Calculation Date. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. “ Fixed Charges ” means, with respect to any Person for any period, the sum of: (1) Consolidated Interest Expense of such Person for such period, (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated Preferred Stock) of such Person made during such period, and (3) all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock made during such period. Notwithstanding the foregoing, prior to the Control Date, Fixed Charges shall be calculated excluding the Target and its Subsidiaries. “ Foreign Subsidiary ” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia. “ FSHCO ” means (i) any Domestic Subsidiary that has no material assets other than equity interests (or equity interests and indebtedness) of one or more Foreign Subsidiaries that are CFCs and (ii) any Domestic Subsidiary that has no material assets other than equity interests (or equity interests and indebtedness) of one or more Foreign Subsidiaries that are CFCs and/or, directly or indirectly, in one or more other entities described in clause (i) of this definition. “ Funding Guarantor ” has the meaning specified in Section 1205 of this Indenture. “ GAAP ” means generally accepted accounting principles in the United States which were in effect on the Issue Date; provided that all accounting terms and financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Indenture with respect to Klöckner and its Subsidiaries shall be prepared in accordance with International Financial Reporting Standards (“ IFRS ”), applied on a consistent basis, until the Issuer elects to transition such reporting to GAAP. At any time after the Issue Date, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP and GAAP concepts shall thereafter be construed to refer to IFRS and corresponding IFRS concepts (except as otherwise provided in this Indenture); provided that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give written notice of any such election made in accordance with this definition to the Trustee and the Holders. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness. “ German Collateral ” means, subject to the Agreed Security Principles, (i) the shares held by BidCo in the Target, (ii) (x) the shares held by any Guarantor in BidCo Holdco and (y) the shares held by BidCo Holdco in BidCo and (iii) solely to the extent that BidCo Holdco and/or BidCo are Guarantors and the BidCo Guarantee Release Date has not occurred, a collateral assignment of any structural intra-group loans and a pledge over material bank accounts of each of BidCo and BidCo Holdco; provided that, as BidCo acquires additional shares in the Target, the percentage of equity interests of BidCo Holdco, BidCo and the Target constituting German Collateral (and Collateral) shall each be automatically reduced, such that in no event shall more than 65% of the equity interests of the Target (and corresponding percentages of the equity interests of BidCo Holdco and of BidCo) be German Collateral (or Collateral). -16- “ Government Securities ” means direct obligations of, or obligations guaranteed by, the United States, Canada, the Province of Ontario, a member state of the European Union or any agency or instrumentality thereof, and the payment for which such government pledges its full faith and credit, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal or interest on any such Government Securities held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt. “ guarantee ” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations; provided that the term “guarantee” shall not include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees. “ Guarantee ” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture. “ Guarantor ” means each Restricted Subsidiary that guarantees the Notes under this Indenture. “ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement or arrangement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies. “ Holder ” means a holder of the Notes. “ IFRS ” has the meaning assigned to it in the definition of “GAAP.” “ Increased Amount ” has the meaning specified in Section 1012(b) of this Indenture. “ incur ” has the meaning specified in Section 1011(a) of this Indenture. “ incurrence ” has the meaning specified in Section 1011(a) of this Indenture. “ Indebtedness ” means, with respect to any Person, without duplication, (a) its liabilities for borrowed money determined in accordance with GAAP; (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable and other accrued liabilities arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (c) its Capitalized Lease Obligations; (d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person; (f) all Hedging Obligations of such Person; and (g) any guarantee by such Person of liabilities of another Person of a type described in any of clauses (a) through (f) hereof. Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP. For further certainty, obligations of the Issuer and its Restricted Subsidiaries as lessee in respect of operating leases (including “leveraged leases” and “synthetic leases” that are accounted for as operating leases) under GAAP shall not constitute “Indebtedness” and obligations of the Issuer and its Subsidiaries in respect of intercompany expenses, billings and other charges between and among the Issuer and its Subsidiaries consistent with their historical business practices shall not constitute “Indebtedness”. “ Indemnified Parties ” has the meaning specified in Section 607(3) of this Indenture. -17- “ Indenture ” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. “ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged. “ Initial Notes ” has the meaning set forth in the first recital of this Indenture. “ Initial Purchasers ” means Wells Fargo Securities, LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, KeyBanc Capital Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc. “ Intercreditor Agreements ” means (i) the ABL Intercreditor Agreement and (ii) the Pari Passu Intercreditor Agreement and, in each case, any amendments, modifications, renewals, restatements, supplementations or replacements, in whole or part, from time to time, in accordance with their respective terms. “ Interest Payment Date ” means the Stated Maturity of an installment of interest on the Notes. “ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency. “ Investment Grade Securities ” means: (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents), (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries, (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution, and (4) corresponding instruments in countries other than the United States customarily utilized for high-quality investments. “ Investments ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers, directors and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property; provided that the term “Investment” shall not include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees. For purposes of the definition of “Unrestricted Subsidiary” and Section 1010: (1) “Investments” shall include the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (A) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less -18- (B) the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in respect of such Investment. “ Issue Date ” means June 1, 2026. “ Issuer ” has the meaning set forth in the preamble hereto. “ Issuer Request ” or “ Issuer Order ” means a written request or order signed in the name of the Issuer by an Officer of the Issuer, and delivered to the Trustee. “ Klöckner Shareholder Loan ” means the Shareholder RCF Agreement, dated as of May 8, 2026, between the Company, as lender, and Klöckner, as borrower, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time in any manner not materially adverse to the Holders (as determined by the Issuer in good faith). “ Legal Defeasance ” has the meaning specified in Section 1302 of this Indenture. “ Legal Holiday ” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or, with respect to payments, in the place of payment. “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. “ Limited Condition Acquisition ” means any acquisition or any other Investment, including by way of merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred. “ Limited Condition Transaction ” means any (a) Limited Condition Acquisition or (b) any redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness or the making of any Restricted Payment, in each case, by one or more of the Issuer and its Restricted Subsidiaries requiring irrevocable notice in advance of such redemption, purchase, repurchase, defeasance, satisfaction and discharge, repayment or Restricted Payment. “ Long Derivative Instrument ” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References. -19- “ Long Stop Date ” means 11:59 p.m., New York City time, on March 12, 2027; provided that, if the Offer has not yet been terminated or expired and neither the Company nor BidCo has publicly announced that the Acquisition will not be consummated, in each case on or prior to such date and time, “Long Stop Date” shall instead mean 11:59 p.m., New York City time, on the date that is ten (10) Business Days after March 12, 2027. “ Major Non-Controlling Representative ” means the Parity Lien Representative of the series of Parity Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding series of Parity Lien Obligations (provided, however, that if there are two outstanding series of Parity Lien Obligations which have an equal outstanding principal amount, the series of Parity Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition). For purposes of this definition, “principal amount” shall be deemed to include the face amount of any outstanding letter of credit issued under the particular series of Parity Lien Obligations. “ Maturity ” when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at its Stated Maturity or by declaration of acceleration, notice of redemption or otherwise. “ Merger Squeeze-Out ” means a squeeze-out of any minority shareholders of the Target in accordance with Section 62 of the German Transformation Act ( Umwandlungsgesetz, UmwG ) in conjunction with Section 327a et seqq. of the German Stock Corporation Act ( Aktiengesetz ). “ Moody’s ” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. “ Net Proceeds ” means the aggregate cash proceeds and the Fair Market Value of any Cash Equivalents received by the Issuer or a Restricted Subsidiary in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting, consulting and investment banking fees, payments to obtain consents and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including survey costs, title and recordation expenses, transaction taxes paid or payable as a result thereof (including in connection with any repatriation of funds and after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or Indebtedness of any Restricted Subsidiary required (other than pursuant to Section 1017(b)(1)) to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in connection with such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. “ Net Short ” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer or any Guarantor immediately prior to such date of determination. “ Non-U.S. Person ” means a Person who is not a U.S. Person. “ Note Register ” and “ Registrar ” have the respective meanings specified in Section 302. “ Noteholder Direction ” has the meaning specified in Section 502(c) of this Indenture. “ Notes ” has the meaning stated in the first recital of this Indenture and more particularly means any Notes authenticated and delivered under this Indenture, including the Initial Notes and the Additional Notes, all of which shall be treated as a single class for all purposes of this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes; provided that Additional Notes will not be issued with the same CUSIP, if any, as Initial Notes unless such Additional Notes are fungible with Initial Notes for U.S. Federal income tax purposes. -20- “ Notes Collateral Agent ” means Deutsche Bank Trust Company Americas, in its capacity as notes collateral agent, until a successor replaces it and, thereafter, means the successor. “ Notes Security Agreement ” means that certain Notes Security Agreement, dated as of the date hereof, by and among the Issuer, the Guarantors party thereto and the Notes Collateral Agent, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of this Indenture. “ Obligations ” means any principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness; provided that notwithstanding the foregoing, Obligations shall be deemed not to include unmatured or undrawn Performance Guarantees or any reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees. “ Offer ” means the voluntary public takeover offer ( Übernahmeangebot ) by BidCo in accordance with the German Securities Acquisition and Takeover Code ( Wertpapiererwerbs- und Übernahmegesetz ) (“ WpÜG ”) for the acquisition of up to 100% (but not less than 57.5% (when aggregated with the shares acquired by BidCo or any person acting jointly with BidCo within the meaning of Section 2 para. 5 WpÜG outside of the Offer)) of the outstanding ordinary shares of the Target. “ Offer Document ” means the offer document relating to the Offer. “ Offering Memorandum ” means the confidential offering memorandum, dated May 28, 2026, pursuant to which the Initial Notes were offered to potential purchasers. “ Officer ” means the Chairman of the Board, any Manager or Director, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Chief Accounting Officer, the Controller or the Secretary of the Issuer or any other Person, as the case may be. “ Officer’s Certificate ” means a certificate signed by an Officer of the Issuer or any other Person, as the case may be, who must be a Manager or Director, the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer (or of a Subsidiary of the Issuer acting in such capacity for the Issuer and its Subsidiaries, as determined by the Issuer) or such other Person, that meets the requirements set forth in this Indenture. “ Operational Change ” has the meaning specified in the definition of “Fixed Charge Coverage Ratio”. “ Opinion of Counsel ” means a written opinion acceptable to the Trustee or the Notes Collateral Agent, as applicable, from legal counsel (which may be subject to customary assumptions and exclusions). The counsel may be an employee of or counsel to the Issuer, or other counsel, which is reasonably acceptable to the Trustee or the Notes Collateral Agent, as applicable. “ Outstanding ,” when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: (1) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (2) Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, written notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; -21- (3) Notes, except to the extent provided in Sections 1302 and 1303, with respect to which the Issuer has effected Legal Defeasance or Covenant Defeasance as provided in Article Thirteen; and (4) Notes which have been paid pursuant to this Indenture or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a Protected Purchaser in whose hands the Notes are valid obligations of the Issuer; provided that, in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 316, Notes owned by the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee is notified in writing to be so owned shall be so disregarded. “ Pari Passu Indebtedness ” has the meaning specified in Section 1017(d) of this Indenture. “ Pari Passu Intercreditor Agreement ” means that certain equal priority intercreditor agreement, to be entered into on the Issue Date, by and among the Term Loan Credit Facility Collateral Agent, as initial first lien representative and initial first lien collateral agent, the Trustee, as initial other representative, the Notes Collateral Agent, as initial other collateral agent, the Issuer and the Worthington Guarantors, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from time to time, in accordance with its terms. “ Parity Lien ” means a Lien granted to the Notes Collateral Agent or other Parity Lien Representative under any Parity Lien Indebtedness for the benefit of the holders thereof, at any time, upon the Collateral to secure Parity Lien Obligations. “ Parity Lien Indebtedness ” means: (1) Indebtedness represented by the Notes initially issued by the Issuer under this Indenture on the Issue Date; (2) Indebtedness incurred by the Issuer or any of the Guarantors under the Term Loan Credit Facility that is intended by the Issuer to be secured equally and ratably with the Indebtedness represented by the Notes initially issued by the Issuer under this Indenture by a Parity Lien that is permitted to be incurred and/or secured by a Parity Lien under this Indenture; and (3) any other Indebtedness of the Issuer or any Guarantor (including Additional Notes) that is intended by the Issuer to be secured equally and ratably with the Parity Lien Obligations by a Parity Lien that is permitted to be incurred and secured by a Parity Lien under this Indenture; provided that in the case of any Indebtedness referred to in this clause (3): a. such Indebtedness (i) is in replacement of any Indebtedness referred to in clauses (1) or (2) above in accordance with the terms and conditions of the Pari Passu Intercreditor Agreement or (ii) constitutes “Additional First Lien Debt” under the Pari Passu Intercreditor Agreement designated by the Issuer, in accordance with the terms and conditions of the Pari Passu Intercreditor Agreement; and b. the Parity Lien Representative of such Indebtedness becomes a party to the Pari Passu Intercreditor Agreement in accordance with the terms thereof. “ Parity Lien Obligations ” means Parity Lien Indebtedness and all other Obligations in respect thereof. “ Parity Lien Representative ” means (1) the Trustee, in the case of the Notes, (2) the administrative agent under the Term Loan Credit Facility, in the case of the Term Loan Credit Facility, and (3) in the case of any other series of Parity Lien Indebtedness, the Person serving as administrative agent, trustee or in a similar capacity for such series of Parity Lien Indebtedness who is appointed as a representative of such series of Parity Lien Indebtedness pursuant to the indenture, credit agreement or other agreement governing such series of Parity Lien Indebtedness and becomes a party to the Pari Passu Intercreditor Agreement in accordance with the terms thereof. -22- “ Performance Guarantee ” of any Person means (a) any letter of credit, bankers’ acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of such Person to support only trade payables or non-financial performance obligations of such Person, (b) any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of such Person to support any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of a Restricted Subsidiary, a joint venture or a consortium of such Person to support only trade payables or non-financial performance obligations of such Restricted Subsidiary, joint venture or consortium and (c) any parent company guarantee or other direct or indirect liability, contingent or otherwise, of such Person with respect to trade payables or non-financial performance obligations of a Restricted Subsidiary, a joint venture or a consortium of such Person, if the purpose of such Person in incurring such liability is to provide assurance to the obligee that such contractual obligation will be performed, or that any agreement relating thereto will be complied with. “ Paying Agent ” means any Person (including the Issuer acting as Paying Agent) authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Issuer. The Issuer initially appoints Deutsche Bank Trust Company Americas as Paying Agent. “ Performance References ” means the Issuer or any one or more of the Guarantors. “ Permitted Asset Swap ” means any like-kind exchange under Section 1031 of the Code and any other substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents received must be applied in accordance with Section 1017. “ Permitted Intercompany Activities ” means any transactions between or among the Issuer and/or its Restricted Subsidiaries that are entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries and, in the good faith judgment of the Issuer are necessary or advisable in connection with the ownership or operation of the business of the Issuer and its Restricted Subsidiaries, including (a) payroll, cash management, purchasing, insurance and hedging arrangements and (b) management, technology and licensing arrangements. “ Permitted Investments ” means: (a) any Investment in the Issuer or any of its Restricted Subsidiaries, and any Investment in a Person as a result of which such Person becomes a Restricted Subsidiary; (b) any Investment in cash, Cash Equivalents or Investment Grade Securities; (c) any Investment in securities or other assets (including earn-outs and seller notes) not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 1017, or any other disposition of assets not constituting an Asset Sale; (d) any Investment existing on the Issue Date or made pursuant to legally binding commitments in existence on the Issue Date, and any Investment of the Target and its Subsidiaries existing on the Control Date or made pursuant to legally binding commitments in existence on the Control Date, and any extension, modification or renewal of such existing Investments or binding commitment existing on the Issue Date or, in the case of the Target and its Subsidiaries, the Control Date, as applicable; (e) Hedging Obligations permitted under Section 1011(b)(10); (f) any Investment in a Similar Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (f) that are at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 12.5% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without -23- duplication for purposes of any amounts applied pursuant to clause (C) of Section 1010(a); provided, however, that if any Investment pursuant to this clause (f) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause (f) for so long as such Person continues to be a Restricted Subsidiary; (g) Investments the payment for which consists of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer (exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (C) of Section 1010(a); (h) guarantees of Indebtedness permitted under Section 1011; (i) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 1013(b) (except transactions described in Section 1013(b) clauses (2), (5), (9), and (15)); (j) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment, or other similar assets in the ordinary course of business, or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; (k) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (k) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $240.0 million and (y) 40.0% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without duplication for purposes of any amounts applied pursuant to clause (C) of Section 1010(a)); provided, however, that if any Investment pursuant to this clause (k) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause (k) for so long as such Person continues to be a Restricted Subsidiary; (l) Investments in or relating to any Receivables Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect such Receivables Facility or any repurchases in connection therewith; (m) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its Subsidiaries; (n) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business; (o) Investments in joint ventures having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (o), that are at that time outstanding, not to exceed the greater of (x) $150.0 million and (y) 25.0% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (p) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (p) that are at that time outstanding, not to exceed the greater of (x) $60.0 million and (y) 10.0% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (q) the acquisition of assets or Capital Stock solely in exchange for the issuance of common equity securities of the Issuer; -24- (r) Investments in respect of, including by way of contribution to, any employee benefit plan or arrangement (including pension and retirement plans); (s) any Investment; provided that on a pro forma basis after giving effect to such Investment (x) the Consolidated Total Debt Ratio would be equal to or less than 3.05 to 1.00 and (y) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (t) Investments in the form of loans and advances to officers, directors and employees in the ordinary course of business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (t) that are at that time outstanding, not to exceed the greater of (x) $45.0 million and (y) 7.5% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value; determined without regard to any write-downs or write-offs of such loans or advances; (u) (i) any Investment (including, for the avoidance of doubt, joint ventures) held by any Person acquired by, or merged into or consolidated or amalgamated with, the Issuer or any Restricted Subsidiary after the Issue Date, in each case pursuant to an acquisition permitted herein or similar Investment in the nature of an acquisition after the Issue Date to the extent that such Investments, or legally binding agreements to make such Investments, of such Person were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on, or were made pursuant to legally binding commitments in existence on, the date of such acquisition, merger, amalgamation or consolidation and (ii) any Investment by the Target and its Subsidiaries prior to the Control Date to the extent not prohibited by the BCA or the Offer Document; (v) Investments by the Company or any Subsidiary thereof in the form of acquisitions of Equity Interests of the Target in connection with the Transactions (including any acquisition of Target Equity Interests pursuant to the provisions of the Domination Agreement); (w) intercompany Investments in the Target and its Foreign Subsidiaries if Indebtedness and/or commitments under the Target Europe ABS Facility or the Target German Syndicated Loan, in each case, existing immediately prior to the Control Date is terminated in an aggregate amount not to exceed the amount of Indebtedness and/or commitments terminated (including, for the avoidance of doubt, any partial termination of such Indebtedness and/or commitments); (x) extension of trade credit by the Issuer or any Restricted Subsidiary to its customer(s) on usual and customary terms, in the ordinary course of business in connection with a sale of inventory or rendition of services, in each case on open account terms; (y) Investments in any special purpose entity formed solely for the purpose of incurring Indebtedness permitted hereunder, the proceeds of which will be placed in escrow pending the use of such proceeds to effect transactions permitted by the Indenture, in the form of cash or Cash Equivalents to be applied to the payment of (or held for future payment of) interest and/or premiums with respect to Indebtedness incurred by such entity; (z) Investments pursuant to the Klöckner Shareholder Loan in an aggregate outstanding principal amount not to exceed EUR 200,000,000; (aa) Investments (including debt obligations) received in the ordinary course of business by the Issuer or any Restricted Subsidiary in connection with the bankruptcy or reorganization of suppliers, customers and other Persons and in settlement of delinquent obligations of, and other disputes with, suppliers, customers and other Persons arising out of the ordinary course of business; (bb) Investments consisting of (i) accounts receivable incurred in the ordinary course of business and consistent with past practice, (ii) negotiable instruments held for collection in the ordinary course of business and consistent with past practice, (iii) lease, utility and other similar deposits in the ordinary course of business, (iv) securities of trade creditors or customers that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers and (v) non-cash consideration received in connection with Asset Sales; and (cc) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices. “ Permitted Liens ” means, with respect to any Person: -25- (1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits to secure surety, stay, customs, appeal or similar bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return-of-money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business; (2) Liens imposed by law or regulation, such as carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanics’, contractors’, architects’, landlords’ and other similar Liens, in each case for sums not yet overdue for a period of more than 45 days or being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP (as determined by the Issuer in good faith); (3) Liens for taxes, assessments or other governmental charges not yet overdue (taking into account any grace period) for a period of more than 60 days or that are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP (as determined by the Issuer in good faith), or for property taxes on property the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property; (4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or completion guarantees, or with respect to letters of credit or bankers’ acceptances issued for the benefit of such issuers, in each case in the ordinary course of its business; (5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (6) Liens securing Obligations relating to Indebtedness permit…

Document text

EX-4.1 · d435492dex41.htm

EX-4.1
 2
 d435492dex41.htm
 EX-4.1

 Exhibit 4.1

 EXECUTION VERSION
 WORTHINGTON
STEEL, INC.
 as Issuer,
 THE
GUARANTORS FROM TIME TO TIME PARTY HERETO
 and

 DEUTSCHE BANK TRUST COMPANY AMERICAS

 as Trustee, Paying Agent, Transfer Agent, Registrar and Notes Collateral Agent

 INDENTURE
 Dated as of
June 1, 2026
 $700,000,000

 7.750% Senior Secured Notes due 2033

 Table of Contents

 ARTICLE ONE

 DEFINITIONS AND OTHER PROVISIONS

 OF GENERAL APPLICATION

 SECTION 101.

 Rules of Construction

 1

 SECTION 102.

 Definitions

 2

 SECTION 103.

 Compliance Certificates and Opinions

 38

 SECTION 104.

 Form of Documents Delivered to Trustee and Notes Collateral Agent

 38

 SECTION 105.

 Acts of Holders

 39

 SECTION 106.

 Notices, Etc., to Trustee, Issuer, any Guarantor and Agent

 39

 SECTION 107.

 Notice to Holders; Waiver

 40

 SECTION 108.

 Effect of Headings and Table of Contents

 41

 SECTION 109.

 Successors and Assigns

 41

 SECTION 110.

 Severability Clause

 41

 SECTION 111.

 Benefits of Indenture

 41

 SECTION 112.

 Governing Law

 41

 SECTION 113.

 Legal Holidays

 41

 SECTION 114.

 No Personal Liability of Directors, Managers, Officers, Employees and Stockholders

 41

 SECTION 115.

 No Qualification Under the Trust Indenture Act

 41

 SECTION 116.

 Counterparts

 41

 SECTION 117.

 USA PATRIOT Act

 41

 SECTION 118.

 Waiver of Jury Trial

 42

 SECTION 119.

 Force Majeure

 42

 SECTION 120.

 E-Signature

 42

 ARTICLE TWO

 NOTE FORMS

 SECTION 201.

 Form and Dating

 42

 SECTION 202.

 Execution, Authentication, Delivery and Dating

 43

 ARTICLE THREE

 THE NOTES

 SECTION 301.

 Title and Terms

 44

 SECTION 302.

 Registrar, Transfer Agent and Paying Agent

 44

 SECTION 303.

 Denominations

 45

 SECTION 304.

 Temporary Notes

 45

 SECTION 305.

 Registration of Transfer and Exchange

 45

 SECTION 306.

 Mutilated, Destroyed, Lost and Stolen Notes

 46

 SECTION 307.

 Payment of Interest; Interest Rights Preserved

 46

 SECTION 308.

 Persons Deemed Owners

 47

 SECTION 309.

 Cancellation

 47

 SECTION 310.

 Computation of Interest

 48

 SECTION 311.

 Transfer and Exchange

 48

 SECTION 312.

 CUSIP, ISIN and Common Code Numbers

 48

 SECTION 313.

 Issuance of Additional Notes

 48

 SECTION 314.

 Global Securities

 48

 -i-

 Page

 ARTICLE FOUR

 SATISFACTION AND DISCHARGE

 SECTION 401.

 Satisfaction and Discharge of Indenture

 49

 SECTION 402.

 Application of Trust Money

 50

 ARTICLE FIVE

 REMEDIES

 SECTION 501.

 Events of Default

 50

 SECTION 502.

 Acceleration of Maturity; Rescission and Annulment

 52

 SECTION 503.

 Collection of Indebtedness and Suits for Enforcement by Trustee

 54

 SECTION 504.

 Trustee May File Proofs of Claim

 55

 SECTION 505.

 Trustee May Enforce Claims Without Possession of Notes

 55

 SECTION 506.

 Application of Money Collected

 56

 SECTION 507.

 Limitation on Suits

 56

 SECTION 508.

 Unconditional Right of Holders to Receive Principal, Premium and Interest

 56

 SECTION 509.

 Restoration of Rights and Remedies

 57

 SECTION 510.

 Rights and Remedies Cumulative

 57

 SECTION 511.

 Delay or Omission Not Waiver

 57

 SECTION 512.

 Control by Holders

 57

 SECTION 513.

 Waiver of Past Defaults

 57

 SECTION 514.

 Waiver of Stay or Extension Laws

 58

 SECTION 515.

 Undertaking for Costs

 58

 ARTICLE SIX

 THE TRUSTEE AND NOTES COLLATERAL AGENT

 SECTION 601.

 Duties of the Trustee and Notes Collateral Agent

 58

 SECTION 602.

 Notice of Defaults

 59

 SECTION 603.

 Certain Rights of Trustee and the Notes Collateral Agent

 59

 SECTION 604.

 Trustee and Notes Collateral Agent Not Responsible for Recitals or Issuance of Notes

 61

 SECTION 605.

 May Hold Notes

 61

 SECTION 606.

 Money Held in Trust

 61

 SECTION 607.

 Compensation and Reimbursement

 61

 SECTION 608.

 Corporate Trustee, Notes Collateral Agent Required; Eligibility

 62

 SECTION 609.

 Resignation and Removal; Appointment of Successor

 62

 SECTION 610.

 Acceptance of Appointment by Successor

 63

 SECTION 611.

 Merger, Conversion, Consolidation or Succession to Business

 64

 SECTION 612.

 Appointment of Authenticating Agent

 64

 ARTICLE SEVEN

 HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

 SECTION 701.

 Issuer to Furnish Trustee Names and Addresses

 65

 SECTION 702.

 [Reserved]

 65

 -ii-

 Page

 ARTICLE EIGHT

 MERGER, CONSOLIDATION OR SALE

 OF ALL OR SUBSTANTIALLY ALL ASSETS

 SECTION 801.

 Issuer May Consolidate, Etc., Only on Certain Terms

 65

 SECTION 802.

 Guarantors May Consolidate, Etc., Only on Certain Terms

 67

 SECTION 803.

 Successor Substituted

 68

 ARTICLE NINE

 SUPPLEMENTAL INDENTURES

 SECTION 901.

 Amendments or Supplements Without Consent of Holders

 68

 SECTION 902.

 Amendments, Supplements or Waivers with Consent of Holders

 70

 SECTION 903.

 Execution of Amendments, Supplements or Waivers

 72

 SECTION 904.

 Effect of Amendments, Supplements or Waivers

 72

 SECTION 905.

 [Reserved]

 72

 SECTION 906.

 Reference in Notes to Supplemental Indentures

 72

 SECTION 907.

 Notice of Supplemental Indentures

 72

 ARTICLE TEN

 COVENANTS

 SECTION 1001.

 Payment of Principal, Premium, if any, and Interest

 72

 SECTION 1002.

 Maintenance of Office or Agency

 72

 SECTION 1003.

 Money for Notes Payments to Be Held in Trust

 73

 SECTION 1004.

 [Reserved]

 73

 SECTION 1005.

 [Reserved]

 73

 SECTION 1006.

 [Reserved]

 74

 SECTION 1007.

 [Reserved]

 74

 SECTION 1008.

 Statement by Officer as to Default

 74

 SECTION 1009.

 Reports and Other Information

 74

 SECTION 1010.

 Limitation on Restricted Payments

 75

 SECTION 1011.

 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock

 83

 SECTION 1012.

 Liens

 89

 SECTION 1013.

 Limitations on Transactions with Affiliates

 90

 SECTION 1014.

 Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

 92

 SECTION 1015.

 Future Guarantors

 94

 SECTION 1016.

 Change of Control

 95

 SECTION 1017.

 Asset Sales

 97

 SECTION 1018.

 Suspended Covenants

 100

 SECTION 1019.

 Financial Calculations for Covenants

 101

 SECTION 1020.

 Activities Prior to Control Date

 102

 ARTICLE ELEVEN

 REDEMPTION OF NOTES

 SECTION 1101.

 Right of Redemption

 102

 SECTION 1102.

 Applicability of Article

 103

 SECTION 1103.

 Election to Redeem; Notice to Trustee

 103

 SECTION 1104.

 Selection by Trustee of Notes to Be Redeemed

 103

 SECTION 1105.

 Notice of Redemption

 104

 SECTION 1106.

 Deposit of Redemption Price

 105

 SECTION 1107.

 Notes Payable on Redemption Date

 105

 -iii-

 Page

 SECTION 1108.

 Notes Redeemed in Part

 105

 SECTION 1109.

 [Reserved]

 105

 SECTION 1110.

 Mandatory Redemption

 105

 SECTION 1111.

 Special Mandatory Redemption

 105

 ARTICLE TWELVE

 GUARANTEES

 SECTION 1201.

 Guarantees

 106

 SECTION 1202.

 Severability

 107

 SECTION 1203.

 Restricted Subsidiaries

 107

 SECTION 1204.

 Limitation of Guarantors’ Liability

 107

 SECTION 1205.

 Contribution

 107

 SECTION 1206.

 Subrogation

 108

 SECTION 1207.

 Reinstatement

 108

 SECTION 1208.

 Release of a Guarantor

 108

 SECTION 1209.

 Benefits Acknowledged

 109

 SECTION 1210.

 Execution and Delivery

 109

 SECTION 1211.

 German Limitations

 109

 ARTICLE THIRTEEN

 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 SECTION 1301.

 Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance

 113

 SECTION 1302.

 Legal Defeasance and Discharge

 113

 SECTION 1303.

 Covenant Defeasance

 113

 SECTION 1304.

 Conditions to Legal Defeasance or Covenant Defeasance

 113

 SECTION 1305.

 Deposited Money and Government Securities To Be Held in Trust Other Miscellaneous Provisions

 115

 SECTION 1306.

 Reinstatement

 115

 ARTICLE FOURTEEN

 COLLATERAL AND SECURITY

 SECTION 1401.

 Collateral

 115

 SECTION 1402.

 Further Assurances

 116

 SECTION 1403.

 After-Acquired Property

 117

 SECTION 1404.

 Release of Collateral

 117

 SECTION 1405.

 Authorization of Actions to be Taken by the Trustee or the Notes Collateral Agent under the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement

 118

 SECTION 1406.

 Information Regarding Collateral

 119

 SECTION 1407.

 Collateral Documents, Pari Passu Intercreditor Agreement and ABL Intercreditor Agreement

 119

 SECTION 1408.

 Notes Collateral Agent

 119

 -iv-

 APPENDIX & EXHIBITS

 ANNEX I

 – Rule 144A / Regulation S / IAI Appendix

 EXHIBIT 1

 to Rule 144A / Regulation S / IAI Appendix – Form of Initial Note

 EXHIBIT 2

 to Rule 144A / Regulation S / IAI Appendix – Form of Transferee Letter of Representation

 EXHIBIT A

 – Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

 EXHIBIT B

 – Form of Incumbency Certificate

 EXHIBIT C

 – Agreed Security Principles

 -v-

 INDENTURE dated as of June 1, 2026, among Worthington Steel, Inc., an Ohio corporation
(the “ Issuer ” or the “ Company ”), the Guarantors (as defined below) party hereto from time to time and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the
“ Trustee ”), as Notes Collateral Agent (as defined herein) and as Paying Agent, Transfer Agent and Registrar (as defined herein).

 RECITALS OF THE ISSUER

 The Issuer has duly authorized the creation of an issue of 7.750% Senior Secured Notes due 2033 issued on the date hereof (the
“ Initial Notes ”) and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture.

 On the Issue Date, the Worthington Guarantors will enter into this Indenture to provide for their guarantees of the Notes as described herein.
No later than the date that is 5 Business Days after the Issue Date, BidCo and BidCo HoldCo shall enter into a supplemental indenture to this indenture, pursuant to which such entities will become a party to this Indenture and shall become a
“Guarantor” under this Indenture and the Notes, and shall guarantee, jointly and severally, the Issuer’s obligations under this Indenture and the Notes

 All things necessary have been done to make the Initial Notes, when executed by the Issuer and authenticated and delivered hereunder and duly
issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of the Issuer and the Guarantors, in accordance with their and its terms.

 Each of the parties hereto is entering into this Indenture for the benefit of the other parties and for the equal and ratable benefit of the
Holders (as defined below) of (i) the Issuer’s Initial Notes and (ii) any Additional Notes (as defined herein) that may be issued from time to time under this Indenture.

 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of all Holders, as follows:
 ARTICLE ONE

 DEFINITIONS AND OTHER PROVISIONS

 OF GENERAL APPLICATION

 SECTION 101. Rules of Construction .

 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

 (1) the terms defined in this Article One have the meanings assigned to them in this Article One, and words in the singular
include the plural and words in the plural include the singular;
 (2) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP (as herein defined);
 (3) the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

 (4) all references to Articles, Sections, Exhibits and Appendices shall be construed to refer to Articles and Sections of, and
Exhibits and Appendices to, this Indenture;
 (5) “or” is not exclusive;

 (6) “including” means including without limitation; and

 (7) all references to the date the Notes were originally issued shall refer to the Issue Date.

 SECTION 102. Definitions .

 “ ABL Credit Agreement ” means that certain Revolving Credit and Security Agreement, dated as of November 30, 2023, by
and among the Company, the lenders party thereto and the PNC Bank, National Association, as administrative agent, as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time,
including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or
refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes,
other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as
additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.
 “ ABL DIP
Cap Amount ” means the greater of (a) the sum of (i) $660.0 million, plus (ii) 120% of the aggregate amount of incremental revolving credit commitments established pursuant to the ABL Credit Agreement then in effect (including any
incremental commitments established pursuant to Section 2.24 of the ABL Credit Agreement as in effect on the Issue Date) and (b) 120% of the sum of (i) 95% of the face amount of all accounts receivable owned by the grantors under the ABL Credit
Agreement and the related loan documents less bad debt reserves in excess of 5% of accounts receivable owned by the grantors under the ABL Credit Agreement and the related loan documents, plus (ii) 80% of the value of all inventory (calculated at
the lower of cost or market on a basis consistent with the Company’s historical accounting practices) owned by the grantors under the ABL Credit Agreement and the related loan documents.

 “ ABL Facility ” means the Credit Facility established pursuant to the ABL Credit Agreement from time to time.

 “ ABL Facility Collateral Agent ” means, at any time, the collateral agent under the ABL Facility at such time and its
successors and permitted assigns thereunder.
 “ ABL Facility Obligations ” means the “Obligations” as defined
in the ABL Credit Agreement.
 “ ABL Intercreditor Agreement ” means the ABL Intercreditor Agreement, dated as of the
Issue Date, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, by and among the Company, certain Subsidiaries of the Company, the Term Loan Credit Facility Collateral Agent, the
Notes Collateral Agent, each applicable Additional Debt Representative and the applicable ABL Facility Collateral Agent.
 “ ABL
Priority Collateral ” has the meaning specified in the ABL Intercreditor Agreement.
 “ Acceptable Commitment ”
has the meaning specified in Section 1017(b)(2) of this Indenture.
 “ ACH ” means Automated Clearing House or any
successor thereto.
 “ Acquired Indebtedness ” means, with respect to any specified Person,

 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such
specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

 -2-

 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

 “ Acquisition ” means the acquisition of the Target pursuant to the Offer.

 “ Acquisition Triggering Event ” has the meaning specified in Section 1111(a) of this Indenture.

 “ Act ” when used with respect to any Holder, has the meaning specified in Section 105(a) of this Indenture.

 “ Additional Notes ” means any Notes issued by the Issuer pursuant to Section 313.

 “ Additional Refinancing Amount ” means, in connection with the refinancing of any Indebtedness, the aggregate principal
amount of additional Indebtedness incurred to pay: (1) accrued and unpaid interest on the Indebtedness being refinanced; (2) the increased principal amount of any Indebtedness being refinanced resulting from the in-kind payment of interest on such Indebtedness; (3) the aggregate amount of original issue discount on the Indebtedness being refinanced; (4) premiums (including tender premiums) and other costs
associated with the redemption, repurchase, retirement, discharge or defeasance of Indebtedness being refinanced; and (5) all fees and expenses (including underwriting discounts, commitment, ticking and similar fees, expenses and discounts)
associated with the repayment of the Indebtedness being refinanced and the incurrence of the Indebtedness incurred in connection with such refinancing.

 “ Adjusted Net Assets ” has the meaning specified in Section 1205 of this Indenture.

 “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and
“ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.
 “ Affiliate Transaction ” has the meaning specified in
Section 1013(a) of this Indenture.
 “ Agent ” means any Registrar, Transfer Agent,
 co-registrar, Paying Agent, or other agent appointed in accordance with this Indenture to perform any function that this Indenture authorized such agent to perform.

 “ Agreed Security Principles ” means the principles governing the German Collateral following the Issue Date, as attached as
Exhibit C.
 “ Alternate Offer ” has the meaning specified in Section 1016(f) of this Indenture.

 “ Appendix ” has the meaning specified in Section 201 of this Indenture.

 “ Applicable AML Law ” has the meaning specified in Section 117 of this Indenture.

 “ Applicable Calculation Date ” means the applicable date of calculation for (i) the Consolidated First Lien Debt Ratio,
(ii) the Consolidated Secured Debt Ratio, (iii) the Consolidated Total Debt Ratio, (iv) the Fixed Charge Coverage Ratio or (v) EBITDA.

 “ Applicable Collateral Agent ” means (i) until the earlier of (x) the payment in full of the Term Loan Credit
Facility Obligations and (y) the Non-Controlling Representative Enforcement Date, the Term Loan Credit Facility Collateral Agent and (ii) from and after the earlier of (x) the payment in full of
the Term Loan Credit Facility Obligations and (y) the Non-Controlling Representative Enforcement Date, the Major Non-Controlling Representative.

 -3-

 “ Applicable Measurement Period ” means, as of any date of determination,
the most recently ended four fiscal quarters immediately preceding the Applicable Calculation Date for which internal financial statements are available.

 “ Applicable Premium ” means, with respect to any Note on any Redemption Date, the greater of:

 (1) 1.0% of the principal amount of such Note; and

 (2) the excess, if any, of (A) the present value at such Redemption Date of (i) the Redemption Price (such redemption price being
set forth in the table appearing in Section 1101) of such Note at June 1, 2029, plus (ii) all required interest payments due on such note (excluding accrued but unpaid interest to the Redemption Date) through June 1, 2029,
computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (B) the principal amount of such Note.

 Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that
such calculation or the verification of such calculation shall not be a duty or obligation of the Trustee.
 “ Applicable Premium
Deficit ” has the meaning specified in Section 1304(1) of this Indenture.
 “ Asset Sale ” means:

 (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or
assets (including by way of a Sale and Lease-Back Transaction or Division) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “ disposition ”) or

 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than preferred stock of Restricted Subsidiaries issued in
compliance with the covenant described under Section 1011), whether in a single transaction or a series of related transactions.

 Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

 (A) any disposition of cash or Cash Equivalents or Investment Grade Securities or, excess, obsolete, damaged, unnecessary, unsuitable, non-core, surplus or worn out property, equipment or other assets in the ordinary course of business or any disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and
facility updates or any disposition of any inventory, immaterial assets or goods (or other assets) held for sale or no longer used in the ordinary course of business or any disposition resulting from the liquidation or dissolution of any Restricted
Subsidiary that is dormant or no longer used in the Issuer’s ordinary course of business to the extent made ratably in accordance with the relative equity interests held by, or capital accounts of, the owners thereof;

 (B) the disposition of all or substantially all of the assets of the Issuer or any Guarantor in a manner permitted pursuant to or not
prohibited by the provisions described above under Section 801 or any disposition that constitutes or is made in connection with a Change of Control pursuant to this Indenture;

 (C) the making of any Restricted Payment that is permitted to be made, and is made, under Section 1010 or any Permitted Investment;

 (D) any disposition of property or other assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or
series of related transactions with an aggregate Fair Market Value of less than the greater of (x) $90.0 million and (y) 15.0% of EBITDA for the Applicable Measurement Period;

 (E) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted
Subsidiary to another Restricted Subsidiary;

 -4-

 (F) to the extent allowable under Section 1031 of the Code, or any comparable or
successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
 (G) the lease, assignment,
 sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

 (H) any issuance, sale or pledge of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

 (I) foreclosures, condemnation, eminent domain, expropriation, forced dispositions, or any similar action with respect to assets or transfers
of any property that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement;
 (J)
sales or discounts of accounts receivable, or participations therein, in connection with any Receivables Facility;
 (K) any financing
transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this
Indenture;
 (L) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other
litigation claims in the ordinary course of business;
 (M) the sale, lease, assignment, license, sublease or discount of inventory,
equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection
or compromise thereof;
 (N) the licensing or sub-licensing of intellectual property or other
general intangibles in the ordinary course of business;
 (O) the unwinding of any Hedging Obligations;

 (P) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary
buy/sell or put/call arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

 (Q) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith
determination of the Issuer are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole;

 (R) the issuance of directors’ qualifying shares and shares issued to foreign nationals or other third parties as required by applicable
law;
 (S) dispositions of assets (including, without limitation, quarries and vacant land) if such assets are not used or useful in the
core or principal business of the Issuer and its Restricted Subsidiaries (in the good faith determination of the Issuer, whose determination shall be conclusive);

 (T) any disposition deemed to occur in connection with creating, granting or perfecting a Lien not otherwise prohibited by this Indenture;

 (U) dispositions in connection with payments of insurance proceeds by reason of theft, loss, physical destruction or damage, taking or
similar event with respect to any property;
 (V) dispositions made to obtain the approval of any antitrust authority or other regulatory
approval necessary to consummate an acquisition or similar Investment in the nature of an acquisition;

 -5-

 (W) the write-off, discount, sale or other
disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business;

 (X) [reserved];
 (Y)
dispositions in connection with any Permitted Reorganization; and
 (Z) transfers in connection with the Target Europe ABS Facility.

 “ Asset Sale Offer ” has the meaning specified in Section 1017(d) of this Indenture.

 “ Authenticating Agent ” has the meaning specified in Section 612 of this Indenture.

 “ Bankruptcy Code ” means Title 11 of the United States Code, as amended from time to time.

 “ Bankruptcy Law ” means the Bankruptcy Code or any similar United States Federal or state law and the law of any other
jurisdiction relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

 “Bankruptcy or Insolvency Case” means :

 (1) any voluntary or involuntary case or proceeding under the Bankruptcy Code or other applicable bankruptcy or insolvency laws of another
jurisdiction with respect to the Issuer or any Guarantor;
 (2) any other voluntary or involuntary insolvency, reorganization or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Issuer or any Guarantor or with respect to a material portion of its respective assets;

 (3) any composition of liabilities or similar arrangement relating to the Issuer or any Guarantor, whether or not under a court’s
jurisdiction or supervision;
 (4) any liquidation, dissolution, reorganization or winding up of the Issuer or any Guarantor, whether
voluntary or involuntary, whether or not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy; or

 (5) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer or any Guarantor.

 “ BCA ” means the Business Combination Agreement by and among the Company, BidCo and the Target, dated as of January 15,
2026, as amended from time to time.
 “ Becker Group ” means Becker Stahl-Service GmbH, Becker Stainless GmbH,
Becker-Stainless Center GmbH, Becker Aluminium Service GmbH, Umformtechnik Stendal GmbH and Umformtechnik Stendal UTS s.r.o.

 “ Becker Sale ” means, collectively, a sale or disposition, on or after the Control Date, of all or any portion of the equity
in or assets held by the Becker Group. For the avoidance of doubt, any Becker Sale shall constitute an Asset Sale and any proceeds received therefrom must be applied in accordance with Section 1017 of this Indenture.

 “ BidCo ” means Worthington Steel GmbH, a German limited liability company ( Gesellschaft mit beschr&auml;nkter Haftung,
GmbH ) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Stuttgart under HRB 801625 with its registered business address at
c/o Sitem Group, Graf-Zeppelin-Stra&szlig;e 29, 72202 Nagold, Germany.
 “ BidCo Guarantee Release Date ” has the meaning
specified in Section 1208(1) of this Indenture.

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 “ BidCo Holdco ” means Worthington Steel Holding GmbH, a German limited
liability company ( Gesellschaft mit beschr&auml;nkter Haftung, GmbH ) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of
Frankfurt am Main under HRB 141756 with its registered business address at Friedrich-Ebert-Anlage 56, 60325 Frankfurt am Main.

 “ board of directors ” means, for any Person, the board of directors or other governing body of such Person or, if such
Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on
behalf of such board of directors or other governing body.
 “ Board Resolution ” means with respect to the Issuer, a duly
adopted resolution of the board of directors of the Issuer or any committee thereof.
 “ Borrowing Base ” has the meaning
set forth in the ABL Credit Agreement.
 “ Business Day ” means each day which is not a Legal Holiday.

 “ Capital Stock ” means:

 (1) in the case of a corporation, corporate stock,

 (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock,
 (3) in the case of a partnership or limited liability company, partnership or membership interests
(whether general or limited), and
 (4) any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.
 “ Capitalized Lease Obligation ” means, with
respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person under GAAP as in effect prior to the implementation of ASC 842, and the amount of such obligations shall be the capitalized amount thereof accounted for as a liability
in accordance with GAAP as in effect prior to the implementation of ASC 842; provided that obligations under any lease that would have been accounted for as an operating lease under GAAP in effect prior to ASC 842 shall not constitute
Capitalized Lease Obligations.
 “ Cash Equivalents ” means:

 (1) United States dollars,
 (2)
Canadian dollars,
 (3) (A) euro, pounds sterling or any national currency of any participating member state in the European Union, or

 (B) local currencies held from time to time in the ordinary course of business,

 (4) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, Canada, the Province of Ontario,
or any country that is a member state of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or
less from the date of acquisition,

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 (5) certificates of deposit, time deposits and dollar time deposits with maturities of one
year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million in the
case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of foreign banks,

 (6) repurchase obligations for underlying securities of the types described in clauses (4) and (5) entered into with any financial
institution meeting the qualifications specified in clause (5) above,
 (7) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof,

 (8) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from
another Rating Agency) and in each case maturing within 24 months after the date of creation thereof,
 (9) investment funds investing
95% of their assets in securities of the types described in clauses (1) through (8) above and (10) through (14) below,

 (10) direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing
authority thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition,

 (11) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher
from Moody’s with maturities of 24 months or less from the date of acquisition,
 (12) Investments with average maturities of
24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s,

 (13) in the case of Investments by any Restricted Subsidiary that is a Foreign Subsidiary, Investments of comparable tenor and credit quality
to those described in the foregoing clauses (1) through (12) customarily utilized in countries in which such Foreign Subsidiary operates for short-term cash management purposes, and

 (14) Indebtedness issued by Persons with a rating of “BBB-” or higher from S&P or
“Baa3” or higher from Moody’s with maturities of one year or less from the date of acquisition in an aggregate amount not to exceed $30.0 million at any time.

 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1)
through (3) above; provided that such amounts are converted into any currency listed in clauses (1) through (3) as promptly as practicable and in any event within ten (10) Business Days following the receipt of such
amounts.
 “ Cash Management Services ” means any of the following to the extent not constituting a line of credit (other
than an overnight overdraft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and
other accounts and merchant services.
 “ CFC ” means a controlled foreign corporation within the meaning of
Section 957 of the Code.
 “ Change of Control ” means the occurrence of any of the following after the Issue Date:

 (1) the consummation of a transaction or series of transactions following which the Company becomes aware (by way of a report or any other
filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than the spouses,
siblings, descendants, spouses of any such siblings or descendants, trusts created exclusively for the benefit of such Persons, executors, administrators, guardians, or conservators of the estate of John H. McConnell, John P. McConnell, their
respective Affiliates and Associates (as defined in Rule 12b-2 under the Exchange Act), or a group which the foregoing are a principal participant, or any profit sharing, employee stock

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ownership or other employee benefit plan of the Issuer or any of its Subsidiaries or any trustee or fiduciary with respect to any such plan when acting in such capacity), becoming the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the
Voting Stock of the Company; or
 (2) the merger or consolidation of the Company with or into another Person or the merger of another
Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction,
holders of securities that represented 100% of the Voting Stock of the Company immediately prior to the consummation of such transaction (or other securities into which such securities are converted as part of such merger or consolidation
transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction.

 “ Change of Control Offer ” has the meaning specified in Section 1016(a) of this Indenture.

 “ Change of Control Payment ” has the meaning specified in Section 1016(a) of this Indenture.

 “ Change of Control Payment Date ” has the meaning specified in Section 1016(a)(2) of this Indenture.

 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

 “ Collateral ” means all the “ Collateral ” (or equivalent term) as defined in any Collateral Document and
all other property that is subject or purported to be subject to any Lien in favor of the Notes Collateral Agent pursuant to any Collateral Document, including the German Collateral, but in any event excluding all Excluded Assets.

 “ Collateral Documents ” means all security agreements (including the Notes Security Agreement and any intellectual property
security agreements), pledge agreements, control agreements, mortgages, collateral assignments, security deeds, deeds to secure debt, deeds of trust, collateral agency agreements, debentures or other instruments or other pledges, grants or transfers
for security or agreements related thereto executed and delivered by the Issuer or any Guarantor creating or perfecting (or purporting to create or perfect) a Lien upon Collateral (including, without limitation, financing statements under the UCC)
in favor of the Notes Collateral Agent on behalf of itself, the Trustee and the holders of the Notes to secure the Notes and the Guarantees, in each case, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from
time to time, in accordance with its terms and the provisions of Article Fourteen.
 “ Company ” has the meaning set forth
in the preamble hereto.
 “ consolidated ” or “ Consolidated ” means, with respect to any Person, such
Person on a consolidated basis in accordance with GAAP, but excluding from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

 “ Consolidated First Lien Debt Ratio ” means, as of any date of determination, the ratio of (a) Consolidated First Lien
Indebtedness (minus Unrestricted Cash) on such date to (b) EBITDA of the Issuer for the Applicable Measurement Period ending on or immediately prior to such date, with such pro forma adjustments to Consolidated First Lien Indebtedness,
Unrestricted Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”; provided that the “Consolidated First Lien Debt
Ratio” shall be calculated excluding any Consolidated First Lien Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the
necessary funds for the payment, redemption or satisfaction of such Consolidated First Lien Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

 “ Consolidated First Lien Indebtedness ” means, at any date of determination, (x) the aggregate amount of Consolidated
Total Indebtedness that, as of such date, is secured by a Lien on any assets or property of the Issuer or any of its Restricted Subsidiaries minus (y) any such Consolidated Total Indebtedness secured by Liens that are expressly
subordinated to the Liens securing the Notes (other than, in the case of this clause (y), Indebtedness under the ABL Facility or any replacement or refinancing thereof or any other Indebtedness secured on a pari passu basis with the ABL
Facility). Notwithstanding the foregoing, prior to the Control Date, Consolidated First Lien Indebtedness shall be calculated excluding the Target and its Subsidiaries.

 -9-

 “ Consolidated Interest Expense ” means, with respect to any Person for any
period, determined on a consolidated basis, without duplication, for such Person in accordance with GAAP, interest expense (including, without limitation, interest expense attributable to Capitalized Lease Obligations and all net payment obligations
pursuant to Hedging Obligations), premium payments, debt discount, fees, charges and related expenses with respect to any and all Indebtedness of such Person for such period. Notwithstanding the foregoing, prior to the Control Date, Consolidated
Interest Expense shall be calculated excluding the Target and its Subsidiaries.
 “ Consolidated Net Income ” means, for
any period, the net income (or loss) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis, without duplication, in accordance with GAAP; provided that in calculating Consolidated Net Income of the
Issuer and its Restricted Subsidiaries for any period, there shall be excluded: (a) the net income (or loss) of any Person (other than a Restricted Subsidiary which shall be subject to clause (c) below), in which the Issuer or any of its
Restricted Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Issuer or any of its Restricted Subsidiaries by dividend or other distribution during such period; (b) the net
income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Issuer or any of its Restricted Subsidiaries or is merged into or consolidated with the Issuer or any of its Restricted Subsidiaries or that
Person’s assets are acquired by the Issuer or any of its Restricted Subsidiaries except to the extent included pursuant to the foregoing clause (a); (c) the net income (if positive), of any Restricted Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such Restricted Subsidiary to the Issuer or any of its Restricted Subsidiaries of such net income (i) is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to the
extent of such prohibition or taxes; (d) extraordinary, unusual or non-recurring gains or losses, charges, costs and expenses, (e) (i) any write-off or
amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness, (ii) any impairment charges, write-offs or write-downs of any assets
and (iii) any amortization of intangible assets; (f) any unrealized or realized gain or loss resulting from fluctuations in currency values, foreign currency translation or foreign currency transactions (including currency re-measurements of any Indebtedness) and any related tax effects; (g) the cumulative effect of any change in accounting principles; (h) any gain or loss from Asset Sales during such period; (i) any
cancellation of debt income and any other gain or loss attributable to the early extinguishment of Indebtedness or Hedging Obligations; and (j) the purchase accounting effects of adjustments to inventory, property and equipment, software and
other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Issuer and its Subsidiaries), as a result of any consummated
acquisition whether consummated before or after the Issue Date, or the amortization or write-off of any amounts thereof. Notwithstanding the foregoing, prior to the Control Date, Consolidated Net Income shall
be calculated excluding the Target and its Subsidiaries.
 Notwithstanding the foregoing, for the purpose of Section 1010 only (other
than clause (C)(5) of Section 1010(a)), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any
repurchases and redemptions of Restricted Investments from the Issuer and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any Restricted Subsidiary, any sale of the stock of
an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (C)(5) of
Section 1010(a).
 “ Consolidated Secured Debt Ratio ” means, as of any date of determination, the ratio of
(a) Consolidated Total Indebtedness (minus Unrestricted Cash) that is secured by a Lien on any assets of the Issuer or any of its Restricted Subsidiaries on such date to (b) EBITDA of the Issuer for the Applicable Measurement Period ending
on or immediately prior to such date, with such pro forma adjustments to Consolidated Total Indebtedness, Unrestricted Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of
“Fixed Charge Coverage Ratio”; provided that the “Consolidated Secured Debt Ratio” shall be

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calculated excluding any Consolidated Total Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper Person
in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Total Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

 “ Consolidated Total Debt Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total
Indebtedness (minus Unrestricted Cash) on such date to (b) EBITDA of the Issuer for the Applicable Measurement Period ending on or immediately prior to such date, with such pro forma adjustments to Consolidated Total Indebtedness, Unrestricted
Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” (other than the first proviso to the first paragraph thereof); provided that
the “Consolidated Total Debt Ratio” shall be calculated excluding any Consolidated Total Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper
Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Total Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

 “ Consolidated Total Indebtedness ” means, as of any date of determination with respect to the Issuer and its Restricted
Subsidiaries on a consolidated basis without duplication, the sum of (a) the outstanding principal amount of all indebtedness for borrowed money (including the Obligations under the Notes) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness and (c) all direct non-contingent obligations arising in connection with letters of credit (including standby
and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, in each case, that have been drawn and not reimbursed. Notwithstanding the foregoing, Consolidated Total Indebtedness shall be calculated excluding
(i) prior to the Control Date, the Target and its Subsidiaries (including the Target Europe ABS Facility) and (ii) intercompany Indebtedness owed by the Issuer or any of its Restricted Subsidiaries to the Issuer or any of its Restricted
Subsidiaries.
 “ Control Date ” means the first date on which (x) the Merger
 Squeeze-Out is effected or the Target is otherwise merged into BidCo, (y) the Conversion is effected or (z) the Domination Agreement becomes effective.

 “ Conversion ” means, following a squeeze-out of minority shareholders in accordance
with Section 327a et seqq. of the German Stock Corporation Act ( Aktiengesetz ), the conversion of the Target into a limited liability company ( Gesellschaft mit beschr&auml;nkter Haftung, GmbH ).

 “ Corporate Trust Office ” means the corporate trust office of the Trustee, at which at any particular time its corporate
trust business in relation to this Indenture shall be administered, which office at the date of execution of this Indenture is located at 1 Columbus Circle, 4 th Floor, Mail Stop: NYC01-0417, New
York, New York 10019, Attention: Trust and Securities Services, Worthington Steel, Inc. AA8992, Facsimile: (732) 578-4635 or such other address as the Trustee may designate from time to time.

 “ Covenant Defeasance ” has the meaning specified in Section 1303 of this Indenture.

 “ Covenant Satisfaction Officer’s Certificate ” has the meaning specified in Section 502(d) of this Indenture.

 “ Credit Facilities ” means, with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities,
including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including
any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or
credit facilities or commercial paper facilities that Refinance any part of the loans, notes or other securities, other credit facilities or commitments thereunder, including any such Refinancing facility or indenture that increases the amount
permitted to be borrowed thereunder or alters the maturity thereof ( provided that such increase in borrowings is permitted under Section 1011) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether
by the same or any other agent, lender or group of lenders.
 “ Declined Proceeds ” has the meaning specified in
Section 1017(d) of this Indenture.
 “ Default ” means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

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 “ Defaulted Interest ” has the meaning specified in Section 307(b) of
this Indenture.
 “ Depository ” means The Depository Trust Company, its nominees and their respective successors.

 “ Derivative Instrument ” with respect to a Person, means any contract, instrument or other right to receive payment or
delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or
not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Performance References.

 “ Designated Non -Cash Consideration ” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant
to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on
such Designated Non-Cash Consideration.
 “ Designated Preferred Stock ” means
preferred stock of the Issuer, any Restricted Subsidiary or any direct or indirect parent company of the Issuer (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock
ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or such parent
company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (C) of Section 1010(a).

 “ Directing Holder ” has the meaning specified in Section 502(c) of this Indenture.

 “ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the
terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control, asset sale or casualty or
condemnation event, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control, asset sale or casualty or condemnation event, in whole or in part, in each
case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of future, present or former
employees, officers, directors, managers or consultants of the Issuer, any of its Restricted Subsidiaries or any direct or indirect parent company of the Issuer by any such plan to such employees, officers, directors, managers or consultants, or
their family members or former family members or the estates of any of the foregoing or the beneficiary of such estates or any other permitted transferees of any of the foregoing, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by the Issuer or its Restricted Subsidiaries or any direct or indirect parent company of the Issuer in order to satisfy applicable statutory or regulatory obligations.

 “ Dividing Person ” has the meaning assigned to it in the definition of “Division.”

 “ Division ” means the division of the assets, liabilities and/or obligations of a Person (the “ Dividing
Person ”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

 “ Division Successor ” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any
portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division
shall be deemed a Division Successor upon the occurrence of such Division.
 “ Domestic Subsidiary ” means, with respect
to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

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 “ Domination Agreement ” means a domination agreement and profit loss
transfer agreement ( Beherrschungs- und Gewinnabf&uuml;hrungsvertrag ) (in the meaning of Section 291(1) of the German Stock Corporation Act) among BidCo as controlling entity and the Target as controlled entity.

 “ EBITDA ” means, for any period, without duplication, Consolidated Net Income for such period, plus (a) the sum
of the following, without duplication, to the extent deducted (and not added back) in determining Consolidated Net Income for such period (other than in respect of clause (v) below): (i) income and franchise taxes,
(ii) Consolidated Interest Expense, (iii) amortization, depreciation and other non-cash charges (including non-cash deferred compensation expense), non-cash losses and non-cash items reducing Consolidated Net Income, (iv) Transaction Expenses and fees, costs and expenses incurred in connection with the Indenture, the
documentation governing any other Indebtedness, and in each case any amendments, modifications, supplements, consents or waivers thereto, (v) the amount of any restructuring charges or reserves or other business optimization expenses or
reserves (including those relating to severance, pension unwinding, relocation costs and one-time compensation charges, costs incurred in connection with any
 non-recurring strategic initiatives or new initiatives, other business optimization expenses (including incentive costs and expenses relating to business optimization programs and signing, retention and
completion bonuses), costs and expenses relating to any entry into new markets or contracts, or new product developments or introductions or exiting a market, contract or product and any software or other intellectual property development costs and
expenses, any costs and expenses associated with new systems design, any implementation cost or expense, any lobbying costs or expenses, any project startup cost or expense, any transition cost or expense or cost or expense associated with
improvements to IT or accounting functions) and expected pro forma “run rate” cost savings, operational expense reductions, other operating improvements or synergies related to any acquisitions, mergers and other business combinations,
divestitures, restructurings, or other initiatives after the Issue Date (it being understood that, for the avoidance of doubt, “run rate” cost savings or other operating improvements and synergies shall include, in connection with the
Transactions, the elimination or reduction of costs related to duplicative public company expenses incurred by the Target, including financial reporting, compliance, directors’ or managers’ compensation, fees and expense reimbursement,
any charge relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees, and other
similar costs), in each case projected by the Issuer in good faith to be realized as the result of actions taken or with respect to which substantial steps have been taken (in the good faith determination of the Issuer) within 24 months after such
transaction or initiative is consummated, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount included pursuant to this clause (v) shall not exceed
25.0% of EBITDA (prior to giving effect to this clause (v) ) and (vi) losses attributable to the Becker Group, minus (b) (i) interest income and (ii) non-cash
gains or non-cash items increasing Consolidated Net Income. EBITDA shall be calculated on a pro forma basis to give effect to (a) any acquisition by the Issuer or any of its Restricted Subsidiaries
consummated at any time on or after the first day of an Applicable Measurement Period as if such acquisition had been consummated on the first day of such Applicable Measurement Period and (b) any Disposition or discontinuance of operations by
the Issuer or any of its Restricted Subsidiaries consummated at any time on or after the first day of an Applicable Measurement Period as if such Disposition or discontinuance had been consummated on the first day of such Applicable Measurement
Period. Notwithstanding the foregoing, prior to the Control Date, EBITDA shall be calculated excluding the Target and its Subsidiaries.

 “ Equity Interest ” means Capital Stock and all warrants, options or other rights, including, without limitation, restricted
stock, restricted stock units or performance units to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

 “ Equity Offering ” means any public or private sale of common stock or preferred stock of the Company or any direct or
indirect parent company of the Company (excluding Disqualified Stock), other than:
 (1) public offerings with respect to the
Company’s or any of its direct or indirect parent company’s common stock registered on Form S-4 or Form S-8;

 (2) issuances to any Subsidiary of the Company; and

 (3) any such public or private sale that constitutes an Excluded Contribution.

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 “ euro ” or “ EUR ” means the single currency of
participating member states of the Economic and Monetary Union of the European Union.
 “ Event of Default ” has the
meaning specified in Section 501 of this Indenture.
 “ Excess Proceeds ” has the meaning specified in
Section 1017(d) of this Indenture.
 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

 “ Excluded Assets ” has the meaning specified in the Notes Security Agreement.

 “ Excluded Contribution ” means net cash proceeds, the Fair Market Value of marketable securities or the Fair Market Value of
Qualified Proceeds received by the Company from:
 (1) contributions to its common equity capital, and

 (2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,
 in
each case designated as Excluded Contributions pursuant to an Officer’s Certificate of the Company within 180 days of the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are
excluded from the calculation set forth in clause (C) of Section 1010(a).
 “ Excluded Subsidiary ” means any
Subsidiary (a) that is not a wholly owned Subsidiary, (b) that is Worthington Receivables Company, LLC, a Delaware limited liability company, (c) that is a CFC (or a direct or indirect Subsidiary thereof), (d) that owns, directly
or indirectly, no material assets other than Equity Interests of one or more “controlled foreign corporations” within the meaning of Section 957(a) of the Code (and any Subsidiary thereof), (e) with respect to which, in the
reasonable good faith determination of the Issuer, a Guarantee by such a Subsidiary would result in materially adverse tax consequences to the Issuer or any of its Subsidiaries, (f) that is not organized or formed under the laws of any state of
the United States of America or the District of Columbia, (g) that is a not-for-profit Subsidiary or a special purpose entity, (h) that is a special purpose
finance entity, (i) that is acquired and is prohibited by applicable law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such contractual prohibition was not entered into in contemplation of such
acquisition) from guaranteeing the Notes, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to provide a Guarantee of the Notes and such consent, approval, license or
authorization has not been received (it being agreed that the Issuer and the Guarantors have no obligation to obtain such consent, approval, license or authorization), (j) with respect to which, in the reasonable good faith judgment of the
Issuer, the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by Holders therefrom or (k) that is an Unrestricted Subsidiary; provided that (1) in no event
shall The Worthington Steel Company, LLC, BidCo Holdco or BidCo be an Excluded Subsidiary prior to the BidCo Guarantee Release Date and (2) notwithstanding anything to the contrary in this definition, the provisions under Section 1015 and
the definition of “Target Entities” shall solely govern with respect to the Target Entities.
 “ Existing
Indebtedness ” means Indebtedness, Disqualified Stock or preferred stock of the Issuer or any Restricted Subsidiary in existence on the Issue Date, plus interest accruing (or the accretion of discount) thereon.

 “ Fair Market Value ” means, with respect to any Investment, asset or property, the fair market value of such Investment,
asset or property, determined in good faith by senior management or the board of directors of the Issuer, whose determination will be conclusive for all purposes under this Indenture and the Notes.

 “ First Tier Foreign Subsidiary ” means any Foreign Subsidiary that is a CFC and the Equity Interests of which are owned
directly by the Issuer or any Restricted Subsidiary.

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 “ Fitch ” means Fitch Ratings or any of its successors or assigns that is a
nationally recognized statistical rating organization within the meaning of Rule 3(a)(62) under the Exchange Act.
 “ Fixed Charge
Coverage Ratio ” means, with respect to any Person as of any Applicable Calculation Date, the ratio of (1) EBITDA of such Person for the Applicable Measurement Period to (2) the Fixed Charges of such Person for such Applicable
Measurement Period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of
the Applicable Measurement Period but on or prior to the Applicable Calculation Date, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or
extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock (in each case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning of the Applicable
Measurement Period; provided , however , that the pro forma calculation shall not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described in Section 1011(b) (other than Indebtedness
incurred pursuant to Section 1011(b)(14)); provided, further, that, for purposes of the calculation of the Fixed Charge Coverage Ratio, in connection with the incurrence of any Indebtedness pursuant to Section 1011(a) the Issuer may
elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness which is to be incurred, as being incurred as of the Applicable Calculation Date and any subsequent
incurrence of Indebtedness under such commitment that was so treated shall not be deemed, for purposes of this calculation, to be an incurrence of additional Indebtedness.

 For purposes of calculating the Fixed Charge Coverage Ratio, Investments, acquisitions, dispositions, mergers, consolidations and discontinued
operations (as determined in accordance with GAAP) and any operational change, strategic or cost-saving initiative, business optimization initiative, purchasing improvement, restructuring or other initiative or action (each, an “ Operational
Change ”) that have been made by the Issuer or any Restricted Subsidiary during the Applicable Measurement Period or subsequent to such Applicable Measurement Period and on or prior to or simultaneously with the Applicable Calculation Date
shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA
resulting therefrom) had occurred on the first day of the Applicable Measurement Period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the
Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such Applicable Measurement Period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued
operation had occurred at the beginning of the Applicable Measurement Period; provided that, at the Issuer’s election, any such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation having
an aggregate value of less than $15,000,000 shall not be required to be calculated on a pro forma basis.
 For purposes of this definition,
whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt and without duplication but
subject to the first sentence of the definition of “EBITDA”, the amount of “run rate” cost savings, operating expense reductions and synergies resulting from such Investment, acquisition, merger or consolidation or
Operational Change which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated
as if the rate in effect on the Applicable Calculation Date had been the applicable rate for the entire period (taking into account for such entire period, any Hedging Obligation applicable to such Indebtedness with a remaining term of 12 months or
longer, and in the case of any Hedging Obligation applicable to such Indebtedness with a remaining term of less than 12 months, taking into account such Hedging Obligation to the extent of its remaining term). Interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For
purposes of making the computation referred to above, interest on any Indebtedness under revolving credit facilities computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable
period; or, if lower, the maximum commitments under such revolving credit facilities as of the

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Applicable Calculation Date. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate,
or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

 “ Fixed Charges ” means, with respect to any Person for any period, the sum of:

 (1) Consolidated Interest Expense of such Person for such period,

 (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated
Preferred Stock) of such Person made during such period, and
 (3) all cash dividend payments (excluding items eliminated in consolidation)
on any series of Disqualified Stock made during such period.
 Notwithstanding the foregoing, prior to the Control Date, Fixed Charges shall be calculated
excluding the Target and its Subsidiaries.
 “ Foreign Subsidiary ” means, with respect to any Person, any Restricted
Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia.

 “ FSHCO ” means (i) any Domestic Subsidiary that has no material assets other than equity interests (or equity interests
and indebtedness) of one or more Foreign Subsidiaries that are CFCs and (ii) any Domestic Subsidiary that has no material assets other than equity interests (or equity interests and indebtedness) of one or more Foreign Subsidiaries that are
CFCs and/or, directly or indirectly, in one or more other entities described in clause (i) of this definition.
 “ Funding
Guarantor ” has the meaning specified in Section 1205 of this Indenture.
 “ GAAP ” means generally accepted
accounting principles in the United States which were in effect on the Issue Date; provided that all accounting terms and financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this
Indenture with respect to Kl&ouml;ckner and its Subsidiaries shall be prepared in accordance with International Financial Reporting Standards (“ IFRS ”), applied on a consistent basis, until the Issuer elects to transition such
reporting to GAAP. At any time after the Issue Date, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP and GAAP concepts shall thereafter be construed to refer to IFRS and
corresponding IFRS concepts (except as otherwise provided in this Indenture); provided that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the
Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give written notice of any such election made in accordance with this definition to the Trustee and the Holders. For
the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness.

 “ German Collateral ” means, subject to the Agreed Security Principles, (i) the shares held by BidCo in the Target,
(ii) (x) the shares held by any Guarantor in BidCo Holdco and (y) the shares held by BidCo Holdco in BidCo and (iii) solely to the extent that BidCo Holdco and/or BidCo are Guarantors and the BidCo Guarantee Release Date has not
occurred, a collateral assignment of any structural intra-group loans and a pledge over material bank accounts of each of BidCo and BidCo Holdco; provided that, as BidCo acquires additional shares in the Target, the percentage of equity interests of
BidCo Holdco, BidCo and the Target constituting German Collateral (and Collateral) shall each be automatically reduced, such that in no event shall more than 65% of the equity interests of the Target (and corresponding percentages of the equity
interests of BidCo Holdco and of BidCo) be German Collateral (or Collateral).

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 “ Government Securities ” means direct obligations of, or obligations
guaranteed by, the United States, Canada, the Province of Ontario, a member state of the European Union or any agency or instrumentality thereof, and the payment for which such government pledges its full faith and credit, and shall also include a
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal or interest on any such Government Securities held by such
custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt.

 “ guarantee ” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations; provided that the term “guarantee” shall not
include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees.

 “ Guarantee ” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture.

 “ Guarantor ” means each Restricted Subsidiary that guarantees the Notes under this Indenture.

 “ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement or arrangement providing
for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

 “ Holder ” means a holder of the Notes.

 “ IFRS ” has the meaning assigned to it in the definition of “GAAP.”

 “ Increased Amount ” has the meaning specified in Section 1012(b) of this Indenture.

 “ incur ” has the meaning specified in Section 1011(a) of this Indenture.

 “ incurrence ” has the meaning specified in Section 1011(a) of this Indenture.

 “ Indebtedness ” means, with respect to any Person, without duplication, (a) its liabilities for borrowed money
determined in accordance with GAAP; (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable and other accrued liabilities arising in the ordinary course of business but including all
liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (c) its Capitalized Lease Obligations; (d) all liabilities for borrowed money secured by any Lien with respect to
any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn),
bankers’ acceptances and similar obligations issued for the account of such Person; (f) all Hedging Obligations of such Person; and (g) any guarantee by such Person of liabilities of another Person of a type described in any of
clauses (a) through (f) hereof. Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof
notwithstanding that any such obligation is deemed to be extinguished under GAAP. For further certainty, obligations of the Issuer and its Restricted Subsidiaries as lessee in respect of operating leases (including “leveraged leases” and
“synthetic leases” that are accounted for as operating leases) under GAAP shall not constitute “Indebtedness” and obligations of the Issuer and its Subsidiaries in respect of intercompany expenses, billings and other charges
between and among the Issuer and its Subsidiaries consistent with their historical business practices shall not constitute “Indebtedness”.

 “ Indemnified Parties ” has the meaning specified in Section 607(3) of this Indenture.

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 “ Indenture ” means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

 “ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in
Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

 “ Initial Notes ” has the meaning set forth in the first recital of this Indenture.

 “ Initial Purchasers ” means Wells Fargo Securities, LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, KeyBanc
Capital Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc.
 “ Intercreditor
Agreements ” means (i) the ABL Intercreditor Agreement and (ii) the Pari Passu Intercreditor Agreement and, in each case, any amendments, modifications, renewals, restatements, supplementations or replacements, in whole or part,
from time to time, in accordance with their respective terms.
 “ Interest Payment Date ” means the Stated Maturity of an
installment of interest on the Notes.
 “ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency.

 “ Investment Grade Securities ” means:

 (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof
(other than Cash Equivalents),
 (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities
or instruments constituting loans or advances among the Issuer and its Subsidiaries,
 (3) investments in any fund that invests exclusively
in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution, and

 (4) corresponding instruments in countries other than the United States customarily utilized for
 high-quality investments.
 “ Investments ” means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar
advances to officers, directors and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other
property; provided that the term “Investment” shall not include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees. For purposes of the definition of “Unrestricted
Subsidiary” and Section 1010:
 (1) “Investments” shall include the portion (proportionate to the Issuer’s
Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to

 (A) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less

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 (B) the portion (proportionate to the Issuer’s Equity Interest in such
Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and
 (2) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.
 The amount of
any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in
respect of such Investment.
 “ Issue Date ” means June 1, 2026.

 “ Issuer ” has the meaning set forth in the preamble hereto.

 “ Issuer Request ” or “ Issuer Order ” means a written request or order signed in the name of the Issuer by
an Officer of the Issuer, and delivered to the Trustee.
 “ Kl&ouml;ckner Shareholder Loan ” means the Shareholder RCF
Agreement, dated as of May 8, 2026, between the Company, as lender, and Kl&ouml;ckner, as borrower, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time in any manner not
materially adverse to the Holders (as determined by the Issuer in good faith).
 “ Legal Defeasance ” has the meaning
specified in Section 1302 of this Indenture.
 “ Legal Holiday ” means a Saturday, a Sunday or a day on which
commercial banking institutions are not required to be open in the State of New York or, with respect to payments, in the place of payment.

 “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference,
priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an
operating lease be deemed to constitute a Lien.
 “ Limited Condition Acquisition ” means any acquisition or any other
Investment, including by way of merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing;
 provided that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income
of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

 “ Limited Condition Transaction ” means any (a) Limited Condition Acquisition or (b) any redemption, purchase,
repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness or the making of any Restricted Payment, in each case, by one or more of the Issuer and its Restricted Subsidiaries requiring irrevocable notice in advance of such
redemption, purchase, repurchase, defeasance, satisfaction and discharge, repayment or Restricted Payment.
 “ Long Derivative
Instrument ” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the
value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

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 “ Long Stop Date ” means 11:59 p.m., New York City time, on March 12,
2027; provided that, if the Offer has not yet been terminated or expired and neither the Company nor BidCo has publicly announced that the Acquisition will not be consummated, in each case on or prior to such date and time, “Long Stop
Date” shall instead mean 11:59 p.m., New York City time, on the date that is ten (10) Business Days after March 12, 2027.

 “ Major Non-Controlling Representative ” means the Parity Lien Representative of the
series of Parity Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding series of Parity Lien Obligations (provided, however, that if there are two outstanding series of Parity Lien Obligations which have
an equal outstanding principal amount, the series of Parity Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition). For purposes of this definition,
“principal amount” shall be deemed to include the face amount of any outstanding letter of credit issued under the particular series of Parity Lien Obligations.

 “ Maturity ” when used with respect to any Note, means the date on which the principal of such Note or an installment of
principal becomes due and payable as therein or herein provided, whether at its Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

 “ Merger Squeeze-Out ” means a squeeze-out of
any minority shareholders of the Target in accordance with Section 62 of the German Transformation Act ( Umwandlungsgesetz, UmwG ) in conjunction with Section 327a et seqq. of the German Stock Corporation Act ( Aktiengesetz ).

 “ Moody’s ” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.
 “ Net Proceeds ” means the aggregate cash proceeds and the Fair Market Value of any Cash Equivalents
received by the Issuer or a Restricted Subsidiary in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset
Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting, consulting and investment banking fees, payments to
obtain consents and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including survey costs, title and recordation expenses, transaction taxes paid or payable as a result thereof
(including in connection with any repatriation of funds and after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and
interest on Senior Indebtedness or Indebtedness of any Restricted Subsidiary required (other than pursuant to Section 1017(b)(1)) to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in
connection with such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such
transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations associated with such transaction.
 “ Net
Short ” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long
Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to
have occurred with respect to the Issuer or any Guarantor immediately prior to such date of determination.
 “ Non-U.S. Person ” means a Person who is not a U.S. Person.
 “ Note Register ”
and “ Registrar ” have the respective meanings specified in Section 302.
 “ Noteholder Direction ”
has the meaning specified in Section 502(c) of this Indenture.
 “ Notes ” has the meaning stated in the first
recital of this Indenture and more particularly means any Notes authenticated and delivered under this Indenture, including the Initial Notes and the Additional Notes, all of which shall be treated as a single class for all purposes of this
Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes; provided that Additional Notes will not be issued with the same CUSIP, if any, as Initial Notes unless
such Additional Notes are fungible with Initial Notes for U.S. Federal income tax purposes.

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 “ Notes Collateral Agent ” means Deutsche Bank Trust Company Americas, in
its capacity as notes collateral agent, until a successor replaces it and, thereafter, means the successor.
 “ Notes Security
Agreement ” means that certain Notes Security Agreement, dated as of the date hereof, by and among the Issuer, the Guarantors party thereto and the Notes Collateral Agent, as amended, modified, renewed, restated, supplemented or replaced,
in whole or in part, from time to time, in accordance with its terms and the terms of this Indenture.
 “ Obligations ”
means any principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such
principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness; provided that notwithstanding the foregoing, Obligations shall be deemed not to
include unmatured or undrawn Performance Guarantees or any reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees.

 “ Offer ” means the voluntary public takeover offer ( &Uuml;bernahmeangebot ) by BidCo in accordance with the German
Securities Acquisition and Takeover Code ( Wertpapiererwerbs- und &Uuml;bernahmegesetz ) (“ Wp&Uuml;G ”) for the acquisition of up to 100% (but not less than 57.5% (when aggregated with the shares acquired by BidCo or any
person acting jointly with BidCo within the meaning of Section 2 para. 5 Wp&Uuml;G outside of the Offer)) of the outstanding ordinary shares of the Target.

 “ Offer Document ” means the offer document relating to the Offer.

 “ Offering Memorandum ” means the confidential offering memorandum, dated May 28, 2026, pursuant to which the Initial
Notes were offered to potential purchasers.
 “ Officer ” means the Chairman of the Board, any Manager or Director, the
Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Chief Accounting Officer, the Controller or the Secretary of the Issuer or any other
Person, as the case may be.
 “ Officer’s Certificate ” means a certificate signed by an Officer of the Issuer or
any other Person, as the case may be, who must be a Manager or Director, the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer (or of a Subsidiary of the Issuer acting in
such capacity for the Issuer and its Subsidiaries, as determined by the Issuer) or such other Person, that meets the requirements set forth in this Indenture.

 “ Operational Change ” has the meaning specified in the definition of “Fixed Charge Coverage Ratio”.

 “ Opinion of Counsel ” means a written opinion acceptable to the Trustee or the Notes Collateral Agent, as applicable, from
legal counsel (which may be subject to customary assumptions and exclusions). The counsel may be an employee of or counsel to the Issuer, or other counsel, which is reasonably acceptable to the Trustee or the Notes Collateral Agent, as applicable.

 “ Outstanding ,” when used with respect to Notes, means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture, except:
 (1) Notes theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;
 (2) Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to
be redeemed, written notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

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 (3) Notes, except to the extent provided in Sections 1302 and 1303, with respect to which
the Issuer has effected Legal Defeasance or Covenant Defeasance as provided in Article Thirteen; and
 (4) Notes which have been paid
pursuant to this Indenture or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Notes are held by a Protected Purchaser in whose hands the Notes are valid obligations of the Issuer;

 provided that, in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request,
demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 316, Notes owned by the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or
such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes which a Responsible Officer of the Trustee is notified in writing to be so owned shall be so disregarded.

 “ Pari Passu Indebtedness ” has the meaning specified in Section 1017(d) of this Indenture.

 “ Pari Passu Intercreditor Agreement ” means that certain equal priority intercreditor agreement, to be entered into on the
Issue Date, by and among the Term Loan Credit Facility Collateral Agent, as initial first lien representative and initial first lien collateral agent, the Trustee, as initial other representative, the Notes Collateral Agent, as initial other
collateral agent, the Issuer and the Worthington Guarantors, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from time to time, in accordance with its terms.

 “ Parity Lien ” means a Lien granted to the Notes Collateral Agent or other Parity Lien Representative under any Parity Lien
Indebtedness for the benefit of the holders thereof, at any time, upon the Collateral to secure Parity Lien Obligations.
 “ Parity
Lien Indebtedness ” means:

 (1)
 Indebtedness represented by the Notes initially issued by the Issuer under this Indenture on the Issue Date;

 (2)
 Indebtedness incurred by the Issuer or any of the Guarantors under the Term Loan Credit Facility that is
intended by the Issuer to be secured equally and ratably with the Indebtedness represented by the Notes initially issued by the Issuer under this Indenture by a Parity Lien that is permitted to be incurred and/or secured by a Parity Lien under this
Indenture; and

 (3)
 any other Indebtedness of the Issuer or any Guarantor (including Additional Notes) that is intended by the
Issuer to be secured equally and ratably with the Parity Lien Obligations by a Parity Lien that is permitted to be incurred and secured by a Parity Lien under this Indenture; provided that in the case of any Indebtedness referred to in this clause
(3):

 a.
 such Indebtedness (i) is in replacement of any Indebtedness referred to in clauses (1) or (2) above
in accordance with the terms and conditions of the Pari Passu Intercreditor Agreement or (ii) constitutes “Additional First Lien Debt” under the Pari Passu Intercreditor Agreement designated by the Issuer, in accordance with the
terms and conditions of the Pari Passu Intercreditor Agreement; and

 b.
 the Parity Lien Representative of such Indebtedness becomes a party to the Pari Passu Intercreditor Agreement
in accordance with the terms thereof.

 “ Parity Lien Obligations ” means Parity Lien Indebtedness and
all other Obligations in respect thereof.
 “ Parity Lien Representative ” means (1) the Trustee, in the case of the
Notes, (2) the administrative agent under the Term Loan Credit Facility, in the case of the Term Loan Credit Facility, and (3) in the case of any other series of Parity Lien Indebtedness, the Person serving as administrative agent, trustee
or in a similar capacity for such series of Parity Lien Indebtedness who is appointed as a representative of such series of Parity Lien Indebtedness pursuant to the indenture, credit agreement or other agreement governing such series of Parity Lien
Indebtedness and becomes a party to the Pari Passu Intercreditor Agreement in accordance with the terms thereof.

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 “ Performance Guarantee ” of any Person means (a) any letter of
credit, bankers’ acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of such Person to support only trade payables or non-financial performance
obligations of such Person, (b) any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of such Person to support any letter of credit, bankers acceptance,
surety bond, performance bond, bank guarantee or other similar obligation issued for the account of a Restricted Subsidiary, a joint venture or a consortium of such Person to support only trade payables or
 non-financial performance obligations of such Restricted Subsidiary, joint venture or consortium and (c) any parent company guarantee or other direct or indirect liability, contingent or otherwise, of
such Person with respect to trade payables or non-financial performance obligations of a Restricted Subsidiary, a joint venture or a consortium of such Person, if the purpose of such Person in incurring such
liability is to provide assurance to the obligee that such contractual obligation will be performed, or that any agreement relating thereto will be complied with.

 “ Paying Agent ” means any Person (including the Issuer acting as Paying Agent) authorized by the Issuer to pay the principal
of (and premium, if any) or interest on any Notes on behalf of the Issuer. The Issuer initially appoints Deutsche Bank Trust Company Americas as Paying Agent.

 “ Performance References ” means the Issuer or any one or more of the Guarantors.

 “ Permitted Asset Swap ” means any like-kind exchange under Section 1031 of the Code and any other substantially
concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Cash
Equivalents received must be applied in accordance with Section 1017.
 “ Permitted Intercompany Activities ” means
any transactions between or among the Issuer and/or its Restricted Subsidiaries that are entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries and, in the good faith judgment of the Issuer are necessary or
advisable in connection with the ownership or operation of the business of the Issuer and its Restricted Subsidiaries, including (a) payroll, cash management, purchasing, insurance and hedging arrangements and (b) management, technology
and licensing arrangements.
 “ Permitted Investments ” means:

 (a) any Investment in the Issuer or any of its Restricted Subsidiaries, and any Investment in a Person as a result of which such Person becomes
a Restricted Subsidiary;
 (b) any Investment in cash, Cash Equivalents or Investment Grade Securities;

 (c) any Investment in securities or other assets (including earn-outs and seller notes) not constituting cash, Cash Equivalents or Investment
Grade Securities and received in connection with an Asset Sale made pursuant to Section 1017, or any other disposition of assets not constituting an Asset Sale;

 (d) any Investment existing on the Issue Date or made pursuant to legally binding commitments in existence on the Issue Date, and any
Investment of the Target and its Subsidiaries existing on the Control Date or made pursuant to legally binding commitments in existence on the Control Date, and any extension, modification or renewal of such existing Investments or binding
commitment existing on the Issue Date or, in the case of the Target and its Subsidiaries, the Control Date, as applicable;
 (e) Hedging
Obligations permitted under Section 1011(b)(10);
 (f) any Investment in a Similar Business having an aggregate Fair Market Value,
taken together with all other Investments made pursuant to this clause (f) that are at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 12.5% of EBITDA for the Applicable Measurement Period at the time of such
Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any returns (including dividends, payments, interest, distributions, returns of
principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without

 -23-

duplication for purposes of any amounts applied pursuant to clause (C) of Section 1010(a); provided, however, that if any Investment pursuant to this clause (f) is made in any
Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to
clause (a) above and shall cease to have been made pursuant to this clause (f) for so long as such Person continues to be a Restricted Subsidiary;

 (g) Investments the payment for which consists of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer
(exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (C) of Section 1010(a);

 (h) guarantees of Indebtedness permitted under Section 1011;

 (i) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 1013(b) (except
transactions described in Section 1013(b) clauses (2), (5), (9), and (15));
 (j) Investments consisting of purchases and
acquisitions of inventory, supplies, material or equipment, or other similar assets in the ordinary course of business, or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

 (k) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this
clause (k) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of
(x) $240.0 million and (y) 40.0% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent
changes in value) plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without duplication for purposes
of any amounts applied pursuant to clause (C) of Section 1010(a)); provided, however, that if any Investment pursuant to this clause (k) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making
of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause (k) for
so long as such Person continues to be a Restricted Subsidiary;
 (l) Investments in or relating to any Receivables Subsidiary that, in the
good faith determination of the Issuer, are necessary or advisable to effect such Receivables Facility or any repurchases in connection therewith;

 (m) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in
connection with the cash management operations of the Issuer and its Subsidiaries;
 (n) pledges or deposits with respect to leases or
utilities provided to third parties in the ordinary course of business;
 (o) Investments in joint ventures having an aggregate Fair Market
Value, taken together with all other Investments made pursuant to this clause (o), that are at that time outstanding, not to exceed the greater of (x) $150.0 million and (y) 25.0% of EBITDA for the Applicable Measurement Period at the time of
such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

 (p) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to
this clause (p) that are at that time outstanding, not to exceed the greater of (x) $60.0 million and (y) 10.0% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each
Investment being measured at the time made and without giving effect to subsequent changes in value);
 (q) the acquisition of assets or
Capital Stock solely in exchange for the issuance of common equity securities of the Issuer;

 -24-

 (r) Investments in respect of, including by way of contribution to, any employee benefit
plan or arrangement (including pension and retirement plans);
 (s) any Investment; provided that on a pro forma basis after giving effect
to such Investment (x) the Consolidated Total Debt Ratio would be equal to or less than 3.05 to 1.00 and (y) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

 (t) Investments in the form of loans and advances to officers, directors and employees in the ordinary course of business having an aggregate
Fair Market Value, taken together with all other Investments made pursuant to this clause (t) that are at that time outstanding, not to exceed the greater of (x) $45.0 million and (y) 7.5% of EBITDA for the Applicable Measurement Period at
the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value; determined without regard to any write-downs or write-offs of such loans or
advances;
 (u) (i) any Investment (including, for the avoidance of doubt, joint ventures) held by any Person acquired by, or merged into
or consolidated or amalgamated with, the Issuer or any Restricted Subsidiary after the Issue Date, in each case pursuant to an acquisition permitted herein or similar Investment in the nature of an acquisition after the Issue Date to the extent that
such Investments, or legally binding agreements to make such Investments, of such Person were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on, or were made pursuant
to legally binding commitments in existence on, the date of such acquisition, merger, amalgamation or consolidation and (ii) any Investment by the Target and its Subsidiaries prior to the Control Date to the extent not prohibited by the BCA or
the Offer Document;
 (v) Investments by the Company or any Subsidiary thereof in the form of acquisitions of Equity Interests of the
Target in connection with the Transactions (including any acquisition of Target Equity Interests pursuant to the provisions of the Domination Agreement);

 (w) intercompany Investments in the Target and its Foreign Subsidiaries if Indebtedness and/or commitments under the Target Europe ABS
Facility or the Target German Syndicated Loan, in each case, existing immediately prior to the Control Date is terminated in an aggregate amount not to exceed the amount of Indebtedness and/or commitments terminated (including, for the avoidance of
doubt, any partial termination of such Indebtedness and/or commitments);
 (x) extension of trade credit by the Issuer or any Restricted
Subsidiary to its customer(s) on usual and customary terms, in the ordinary course of business in connection with a sale of inventory or rendition of services, in each case on open account terms;

 (y) Investments in any special purpose entity formed solely for the purpose of incurring Indebtedness permitted hereunder, the proceeds of
which will be placed in escrow pending the use of such proceeds to effect transactions permitted by the Indenture, in the form of cash or Cash Equivalents to be applied to the payment of (or held for future payment of) interest and/or premiums with
respect to Indebtedness incurred by such entity;
 (z) Investments pursuant to the Kl&ouml;ckner Shareholder Loan in an aggregate
outstanding principal amount not to exceed EUR 200,000,000;
 (aa) Investments (including debt obligations) received in the ordinary course
of business by the Issuer or any Restricted Subsidiary in connection with the bankruptcy or reorganization of suppliers, customers and other Persons and in settlement of delinquent obligations of, and other disputes with, suppliers, customers and
other Persons arising out of the ordinary course of business;
 (bb) Investments consisting of (i) accounts receivable incurred in the
ordinary course of business and consistent with past practice, (ii) negotiable instruments held for collection in the ordinary course of business and consistent with past practice, (iii) lease, utility and other similar deposits in the
ordinary course of business, (iv) securities of trade creditors or customers that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency
of such trade creditors or customers and (v) non-cash consideration received in connection with Asset Sales; and

 (cc) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and
Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices.
 “ Permitted
Liens ” means, with respect to any Person:

 -25-

 (1) pledges, deposits or security by such Person under workmen’s compensation laws,
unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles,
 self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or
statutory obligations of such Person or deposits to secure surety, stay, customs, appeal or similar bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return-of-money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to
secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;
 (2) Liens imposed by law
or regulation, such as carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanics’, contractors’, architects’, landlords’ and other similar Liens, in each case for sums not yet overdue for a
period of more than 45 days or being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other
proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP (as determined by the Issuer in good faith);

 (3) Liens for taxes, assessments or other governmental charges not yet overdue (taking into account any grace period) for a period of more
than 60 days or that are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP (as determined by the Issuer in
good faith), or for property taxes on property the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

 (4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or completion guarantees, or
with respect to letters of credit or bankers’ acceptances issued for the benefit of such issuers, in each case in the ordinary course of its business;

 (5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning,
building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the
ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such
Person;
 (6) Liens securing Obligations relating to Indebtedness permit…

EX-10.1 · d435492dex101.htm

Type

EX-10.1

File

d435492dex101.htm

Document text
EX-10.1 · d435492dex101.htm EX-10.1 3 d435492dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION CUSIP Number: 98210HAD4 CREDIT AGREEMENT dated as of June 1, 2026, by and among WORTHINGTON STEEL, INC. , as Borrower, the Lenders from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO SECURITIES, LLC , CITIBANK, N.A. , PNC CAPITAL MARKETS LLC , KEYBANC CAPITAL MARKETS INC. , BMO CAPITAL MARKETS CORP. , CANADIAN IMPERIAL BANK OF COMMERCE, NY BRANCH and HSBC SECURITIES (USA) INC. , as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page Article I. DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions and Provisions 43 Section 1.3 Accounting Terms 43 Section 1.4 UCC Terms 44 Section 1.5 Rounding 44 Section 1.6 References to Agreement and Laws 44 Section 1.7 Times of Day 44 Section 1.8 Guarantees 44 Section 1.9 Covenant Compliance Generally 44 Section 1.10 Limited Condition Transactions 44 Section 1.11 Divisions 45 Section 1.12 Rates 45 Section 1.13 Certain Calculations 46 Section 1.14 Cashless Transactions 47 Article II. TERM LOAN FACILITY 47 Section 2.1 Loans 47 Section 2.2 Procedure for Advance of Loans 47 Section 2.3 Repayment of Loans 48 Section 2.4 Optional Prepayment of Loans and Termination or Reduction of Commitments 48 Section 2.5 Mandatory Prepayments and Reductions of Commitments 49 Section 2.6 Extension of Maturity Date 51 Section 2.7 Refinancing Facilities 53 Article III. GENERAL LOAN PROVISIONS 55 Section 3.1 Interest 55 Section 3.2 Notice and Manner of Conversion or Continuation of Loans 59 Section 3.3 Fees 60 Section 3.4 Manner of Payment 60 Section 3.5 Evidence of Indebtedness 60 Section 3.6 Sharing of Payments by Lenders 61 Section 3.7 Administrative Agent’s Clawback 61 Section 3.8 Changed Circumstances 62 Section 3.9 Indemnity 63 Section 3.10 Increased Costs 63 Section 3.11 Taxes 64 Section 3.12 Mitigation Obligations; Replacement of Lenders 68 Section 3.13 Incremental Loans 69 Section 3.14 Defaulting Lenders 73 i Article IV. CONDITIONS 74 Section 4.1 Conditions Precedent to the Effective Date 74 Section 4.2 Conditions Precedent to Borrowing on the Initial Funding Date 74 Section 4.3 Certain Funds Period 76 Article V. REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES 77 Section 5.1 Organization; Power; Qualification 77 Section 5.2 Ownership 77 Section 5.3 Authorization; Enforceability 77 Section 5.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. 78 Section 5.5 Compliance with Law; Governmental Approvals 78 Section 5.6 Tax Returns and Payments 78 Section 5.7 Intellectual Property Matters 78 Section 5.8 Environmental Matters 79 Section 5.9 Employee Benefit Matters 79 Section 5.10 Margin Stock 80 Section 5.11 Government Regulation 80 Section 5.12 [Reserved] 80 Section 5.13 Employee Relations 80 Section 5.14 Burdensome Provisions 81 Section 5.15 Financial Statements 81 Section 5.16 No Material Adverse Change 81 Section 5.17 Solvency 81 Section 5.18 Title to Properties 81 Section 5.19 Litigation 81 Section 5.20 Anti-Terrorism; Anti-Money Laundering; Etc. 82 Section 5.21 Absence of Defaults 82 Section 5.22 Senior Indebtedness Status 82 Section 5.23 Disclosure 82 Section 5.24 Use of Proceeds 83 Section 5.25 Insurance 83 Section 5.26 Security Documents 83 Section 5.27 The Offer, the Offer Document and the BCA 84 Article VI. AFFIRMATIVE COVENANTS 84 Section 6.1 Financial Statements and Budgets 84 Section 6.2 Certificates; Other Reports 85 Section 6.3 Notice of Litigation and Other Matters 86 Section 6.4 Preservation of Corporate Existence and Related Matters 87 Section 6.5 Maintenance of Property and Licenses 87 Section 6.6 Insurance 87 Section 6.7 Accounting Methods and Financial Records 87 Section 6.8 Payment of Taxes and Other Obligations 88 Section 6.9 Compliance with Laws and Approvals 88 Section 6.10 Environmental Laws 88 Section 6.11 Compliance with ERISA 88 Section 6.12 Acquisition Undertakings 88 Section 6.13 Visits and Inspections; Lender Calls 89 Section 6.14 Additional Collateral; Additional Subsidiaries 90 ii Section 6.15 German Guarantee and Collateral 92 Section 6.16 Use of Proceeds 92 Section 6.17 Maintenance of Debt Ratings 92 Section 6.18 Further Assurances 92 Section 6.19 Post Closing Obligations 93 Article VII. NEGATIVE COVENANTS 93 Section 7.1 Indebtedness 93 Section 7.2 Liens 98 Section 7.3 Investments 101 Section 7.4 Fundamental Changes 104 Section 7.5 Asset Dispositions 105 Section 7.6 Restricted Payments 106 Section 7.7 Transactions with Affiliates 108 Section 7.8 Accounting Changes; Organizational Documents 109 Section 7.9 Payments and Modifications of Certain Indebtedness 109 Section 7.10 No Further Negative Pledges; Restrictive Agreements 110 Section 7.11 Nature of Business 111 Section 7.12 [Reserved] 111 Section 7.13 Sale Leasebacks 111 Section 7.14 Limitations on BidCo Holdco and BidCo. 111 Article VIII. DEFAULT AND REMEDIES 112 Section 8.1 Events of Default 112 Section 8.2 Remedies 115 Section 8.3 Rights and Remedies Cumulative; Non-Waiver; Etc. 116 Section 8.4 Crediting of Payments and Proceeds 116 Section 8.5 Administrative Agent May File Proofs of Claim 117 Section 8.6 Credit Bidding 117 Article IX. THE ADMINISTRATIVE AGENT 118 Section 9.1 Appointment and Authority 118 Section 9.2 Rights as a Lender 118 Section 9.3 Exculpatory Provisions 118 Section 9.4 Reliance by the Administrative Agent 119 Section 9.5 Delegation of Duties 120 Section 9.6 Resignation of Administrative Agent 120 Section 9.7 Non-Reliance on Administrative Agent and Other Lenders 121 Section 9.8 No Other Duties, Etc. 122 Section 9.9 Collateral and Guaranty Matters 122 Section 9.10 Erroneous Payments 124 Article X. MISCELLANEOUS 125 Section 10.1 Notices 125 Section 10.2 Amendments, Waivers and Consents 128 Section 10.3 Expenses; Indemnity 130 Section 10.4 Right of Setoff 131 iii Section 10.5 Governing Law; Jurisdiction, Etc. 132 Section 10.6 Waiver of Jury Trial 133 Section 10.7 Reversal of Payments 133 Section 10.8 Injunctive Relief 133 Section 10.9 Successors and Assigns; Participations 133 Section 10.10 Treatment of Certain Information; Confidentiality 137 Section 10.11 Performance of Duties 138 Section 10.12 All Powers Coupled with Interest 138 Section 10.13 Survival 138 Section 10.14 Titles and Captions 139 Section 10.15 Severability of Provisions 139 Section 10.16 Counterparts; Integration; Effectiveness; Electronic Execution 139 Section 10.17 Term of Agreement 140 Section 10.18 PATRIOT Act 140 Section 10.19 Independent Effect of Covenants 140 Section 10.20 Inconsistencies with Other Documents; Intercreditor Agreement 140 Section 10.21 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 141 Section 10.22 [Reserved] 141 Section 10.23 Certain ERISA Matters 141 Section 10.24 Acknowledgement Regarding Any Supported QFCs 142 Section 10.25 No Advisory or Fiduciary Responsibility 143 iv EXHIBITS Exhibit A Form of ABL Intercreditor Agreement Exhibit B – [Reserved] Exhibit C – Agreed Security Principles Exhibit D – Form of Assignment and Assumption Exhibit E – [Reserved] Exhibit F – Form of Equal Priority Intercreditor Agreement Exhibit G – [Reserved] Exhibit H – Form of Guaranty and Security Agreement Exhibit I – [Reserved] Exhibit J – Form of Notice of Borrowing Exhibit K – Form of Notice of Conversion/Continuation Exhibit L – Form of Notice of Prepayment Exhibit M – Form of Officer’s Compliance Certificate Exhibit N-1 – Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders) Exhibit N-2 – Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants) Exhibit N-3 – Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships) Exhibit N-4 – Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships) SCHEDULES Schedule 1.1 – Commitments Schedule 5.1 – Jurisdictions of Organization and Qualification Schedule 5.2 – Subsidiaries and Capitalization Schedule 5.25 – Insurance Schedule 6.19 – Post Closing Obligations Schedule 7.1 – Existing Indebtedness Schedule 7.2 – Existing Liens Schedule 7.3 – Existing Loans, Advances and Investments Schedule 7.7 – Transactions with Affiliates v CREDIT AGREEMENT, dated as of June 1, 2026, by and among WORTHINGTON STEEL, INC., an Ohio corporation, as Borrower, the Lenders from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders. STATEMENT OF PURPOSE WHEREAS, the Borrower intends to acquire up to 100% (but not less than 57.5%) of the outstanding Equity Interests (as this and other capitalized terms used in this statement of purpose are defined in Section 1.1 below) of Klöckner & Co SE, a European stock company ( Societas Europaea ), registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Düsseldorf under HRB 109982 with its registered business address at Peter-Müller-Str. 24, 40468 Düsseldorf, Germany (“ Klӧckner ” and such acquisition, the “ Klӧckner Acquisition ”); WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of Initial Term Loans funded on the Initial Funding Date in an aggregate principal amount not to exceed $700,000,000; WHEREAS, subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend such credit to the Borrower. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows: ARTICLE I. DEFINITIONS Section 1.1 Definitions . The following terms when used in this Agreement shall have the meanings assigned to them below: “ 2033 Senior Secured Notes ” means the 7.750% Senior Secured Notes due 2033 issued by the Borrower pursuant to the 2033 Senior Secured Notes Indenture. “ 2033 Senior Secured Notes Collateral Agent ” means Deutsche Bank Trust Company Americas, in its capacity as collateral agent with respect to the 2033 Senior Secured Notes. “ 2033 Senior Secured Notes Collateral Agreement ” means that certain notes collateral agreement, dated as of June 1, 2026, by and among the Borrower, the subsidiary guarantors party thereto and the Senior Secured Notes Collateral Agent. “ 2033 Senior Secured Notes Documents ” means the 2033 Senior Secured Notes, the 2033 Senior Secured Notes Indenture, the 2033 Senior Secured Notes Collateral Agreement, each other collateral document relating to the 2033 Senior Secured Notes and all other agreements documents and instruments entered into now or in the future in connection with the 2033 Senior Secured Notes or the 2033 Senior Secured Notes Indenture. “ 2033 Senior Secured Notes Indenture ” means the indenture for the 2033 Senior Secured Notes, dated as of June 1, 2026, between the Borrower, the guarantors party thereo and Deutsche Bank Trust Company Americas, as trustee and collateral agent, as amended, restated, supplemented or otherwise modified from time to time. “ ABL Administrative Agent ” means PNC Bank, National Association, in its capacity as administrative agent and collateral agent under the ABL Credit Agreement and the ABL Loan Documents, or any successor administrative agent and collateral agent under the then-effective ABL Loan Documents. “ ABL Credit Agreement ” means that certain Revolving Credit and Security Agreement, dated as of November 30, 2023, by and among the Borrower, the lenders party thereto and the ABL Administrative Agent, as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time. “ ABL Facility ” means the asset-based revolving credit facility established pursuant to the ABL Credit Agreement from time to time. “ ABL Intercreditor Agreement ” means the ABL Intercreditor Agreement, dated as of the Initial Funding Date, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, by and among the Borrower, certain Subsidiaries of the Borrower, the Administrative Agent, the 2033 Senior Secured Notes Collateral Agent, each applicable Additional Debt Representative and the applicable ABL Administrative Agent, as Initial First Lien Agent, substantially in the form attached as Exhibit A or otherwise in a form reasonably satisfactory to the Administrative Agent. “ ABL Loan Documents ” means the ABL Credit Agreement, the ABL Intercreditor Agreement and the other loan documents related thereto, in each case as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time. “ ABL Priority Collateral ” has the meaning assigned thereto in the ABL Intercreditor Agreement. “ Account Pledge Agreement ” means an account pledge agreement granting a security interest in material bank accounts maintained with banks or financial institutions in Germany constituting German Collateral by BidCo Holdco and BidCo to the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent. “ Acquisition Closing Date ” means the date on which (a) the Transaction (as defined in the BCA as in effect on January 15, 2026) has been consummated and (b) the settlement of the Offer has occurred. “ Additional Debt Representative ” means, with respect to any Incremental Equivalent Debt that, in each case, is secured by a Lien on all or any portion of the Collateral, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities. “ Administrative Agent ” means Wells Fargo, in its capacity as administrative agent and collateral agent hereunder, and any successor thereto appointed pursuant to Section 9.6 . “ Administrative Agent’s Office ” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 10.1(c) . “ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent. “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution. 2 “ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Agent Parties ” has the meaning assigned thereto in Section 10.1(e) . “ Agent’s Liens ” means the Liens granted by the Credit Parties to the Administrative Agent under the Loan Documents and securing the Obligations. “ Agreed Security Principles ” means the principles governing the German Collateral following the Initial Funding Date, as attached as Exhibit C . “ Agreement ” means this Credit Agreement. “ Allocation Date ” means May 28, 2026. “ Anti-Boycott Rules ” means EU Regulation (EC) 2271/96, Section 7 of the German Foreign Trade Regulations ( Au ß enwirtschaftsverordnung ) or any similar anti-boycott laws or regulations. “ Anti-Money Laundering Laws ” means the laws and regulations of any jurisdiction applicable to any Credit Party from time to time concerning, or relating to, money laundering, including, if applicable, the German Money Laundering Act ( Geldwäschegesetz ), Executive Order 13224, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.) and the PATRIOT Act. “ Anti-Terrorism Laws ” has the meaning assigned thereto in Section 5.20 . “ Applicable Law ” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, binding interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators. “ Applicable Margin ” means (a) with respect to any Base Rate Loan, 3.00% and (y) with respect to any SOFR Loan, 4.00%. “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “ Arranger s ” means Wells Fargo Securities, LLC, Citibank, N.A., PNC Capital Markets LLC, KeyBanc Capital Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc., in their capacities as joint lead arrangers and joint bookrunners. “ Asset Disposition ” means the sale, transfer, license, lease or other disposition of any Property (including any division, merger, amalgamation or disposition of Equity Interests) by any Credit Party or any Subsidiary thereof, and any issuance of Equity Interests by any Subsidiary of the Borrower to any Person that is not the Borrower or any Wholly-Owned Subsidiary thereof. The term “Asset Disposition” shall not include (a) the sale of inventory in the ordinary course of business (and, for the avoidance of doubt, secondary sales and scrap sales are in the ordinary course of business), (b) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any transaction permitted pursuant to Section 7.4 , (c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Hedge Agreement, (e) dispositions of Investments in Cash Equivalents, (f) the transfer by any Credit Party of its assets to any other Credit Party, (g) the transfer by any Non-Guarantor Subsidiary of its assets to any Credit Party ( provided that such transfer is not prohibited by Section 7.7 ), (h) the transfer by any Non-Guarantor Subsidiary of assets to any other Non-Guarantor Subsidiary or any joint venture, (i) transfers in connection with any Permitted Reorganization and (j) transfers in connection with the Klöckner Europe ABS Facility ( provided that any such transfer is limited to the assets pledged as collateral thereunder). 3 “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.9 ), and accepted by the Administrative Agent, in substantially the form attached as Exhibit D or any other form approved by the Administrative Agent. “ Attributable Indebtedness ” means, on any date of determination, (a) in respect of any Capital Lease Obligations of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease. “ Available Amount ” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis, equal to, without duplication: (a) the greater of (x) $240,000,000 and (y) 40% of Consolidated EBITDA as of the most recent Test Period; plus (b) 50% of cumulative Consolidated Net Income since the first day of the first Fiscal Quarter of the Borrower in which the Effective Date occurs (which amount shall not be less than zero); plus (c) the cumulative amount of cash proceeds of the sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower or any parent company of the Borrower after the Initial Funding Date, which proceeds have been received by, or contributed as common equity to the capital of, the Borrower; plus (d) to the extent not already included in Consolidated Net Income, an amount equal to any after-tax returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash or Cash Equivalents by the Borrower or any Subsidiary after the Initial Funding Date in respect of any Investments made pursuant to Section 7.3(l) ; provided , in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 7.3(l) ; plus (e) the aggregate amount of any Retained Asset Sale Proceeds after the Initial Funding Date; plus (f) the aggregate amount as of such date of any Declined Proceeds after the Initial Funding Date; minus (g) any amount of Restricted Payments made pursuant to Section 7.6(e) after the Initial Funding Date and prior to such time; minus (h) any amount of Investments made pursuant to Section 7.3(l) after the Initial Funding Date and prior to such time; minus (i) any amount of payments of Indebtedness made pursuant to Section 7.9(b)(iv) after the Initial Funding Date and prior to such time. 4 “ Available Tenor ” means, as of any date of determination and with respect to any then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.1(e)(iv)(D) . “ BaFin ” means the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht ). “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “ Bail-In Legislation ” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings). “ Bank Product ” means any one or more of the following financial products or accommodations extended to a Credit Party or its Subsidiaries by a Bank Product Provider: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, (g) draft discount programs or (h) supply chain finance services including trade payable services and supplier accounts receivable purchases (and excluding, for the avoidance of doubt, any transactions under Hedge Agreements). “ Bank Product Agreements ” means those agreements entered into from time to time by a Credit Party or its Subsidiaries with a Bank Product Provider in connection with obtaining any Bank Products. “ Bank Product Provider ” means, subject to the limitations set forth in the ABL Credit Agreement, any lender under the ABL Credit Agreement or any of its Affiliates. “ Base Rate ” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Term SOFR, as applicable ( provided that clause (c) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than 1.00%. “ Base Rate Loan ” means any Loan bearing interest at a rate based on the Base Rate. “ BCA ” means that certain Business Combination Agreement dated as of January 15, 2026, by and among the Borrower, BidCo and Klöckner. “ BDC Loan Facility ” means that certain term loan facility in the maximum principal amount of $57,500,000 established pursuant to that certain Letter of Offer dated as of March 24, 2025, by Tempel Canada Company and the Borrower in favor of the Business Development Bank of Canada, and the documents executed in connection therewith. 5 “ Becker Group ” means Becker Stahl-Service GmbH, Becker Stainless GmbH, Becker-Stainless Center GmbH, Becker Aluminium Service GmbH, Umformtechnik Stendal GmbH and Umformtechnik Stendal UTS s.r.o. “ Benchmark ” means, initially, the Term SOFR Reference Rate; provided that, if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the applicable then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.1(e)(iv)(A) . “ Benchmark Replacement ” means, with respect to any Benchmark Transition Event for the then-current Benchmark, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a) Daily Simple SOFR, or (b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for United States dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, the Benchmark Replacement shall be deemed to be the Floor for the purposes of this Agreement. “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time. “ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor (if applicable) of such Benchmark (or such component thereof) continues to be provided on such date. 6 For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Unavailability Period ” means, with respect to the then-current Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.1(e)(iv) and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.1(e)(iv) . 7 “ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “ Beneficial Ownership Regulation ” means 31 CFR § 1010.230. “ Benefit Plan ” means (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” as described in clause (a) above or “plan” as described in clause (b) above. “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “ BidCo ” means Worthington Steel GmbH, a German limited liability company ( Gesellschaft mit beschränkter Haftung, GmbH ) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Stuttgart under HRB 801625 with its registered business address at c/o Sitem Group, Graf-Zeppelin-Straße 29, 72202 Nagold, Germany. “ BidCo Guarantee Release Date ” has the meaning assigned thereto in Section 9.9(a)(i) . “ BidCo Holdco ” means Worthington Steel Holding GmbH, a German limited liability company ( Gesellschaft mit beschränkter Haftung, GmbH ) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Frankfurt am Main under HRB 141756 with its registered business address at Friedrich-Ebert-Anlage 56, 60325 Frankfurt am Main. “ BidCo and BidCo Holdco Share Pledge Agreement ” means a share pledge agreement granting a security interest in BidCo and BidCo Holdco’s Equity Interests, respectively, held by the Credit Parties to the Administrative Agent, for the benefit of the Secured Parties, in a form reasonably satisfactory to the Administrative Agent. “ Borrower ” means Worthington Steel, Inc., an Ohio corporation. “ Borrower Materials ” has the meaning assigned thereto in Section 6.2 . “ Business Day ” means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed. “ Capital Expenditures ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for any period, (a) the additions to property, plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and (b) Capital Lease Obligations during such period, but excluding expenditures for the restoration, repair or replacement of any fixed or capital asset to the extent financed by casualty insurance or condemnation proceeds received in respect thereof. Notwithstanding the foregoing, prior to the Control Date, Capital Expenditures shall be calculated excluding Klöckner and its Subsidiaries. “ Capital Lease ” means, subject to Section 1.3(a) , a lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, that is required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP; provided that, subject to Section 1.3(a) , the amount of obligations attributable to any Capital Lease shall be the amount thereof accounted for as a liability in accordance with GAAP. 8 “ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any Capital Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that, subject to Section 1.3(a) , the amount of obligations attributable to any Capital Lease shall be the amount thereof accounted for as a liability in accordance with GAAP. “ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Security Documents and other Liens permitted hereunder): (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; (b) demand deposits or time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i)(A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province or territory thereof, or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and is a member of the Federal Reserve System or is a “bank”, as defined in the Bank Act (Canada), as applicable, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 365 days from the date of acquisition thereof; (c) commercial paper issued by any Person organized under the laws of any state of the United States of America and maturing no more than 365 days from the time of the acquisition thereof, and having, at the time of acquisition thereof, a rating of A-1 (or the then equivalent grade) or better from S&P, P-1 (or the then equivalent grade) or better from Moody’s or A (or the then equivalent grade) or better from Fitch; (d) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from any of Moody’s, S&P or Fitch, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a) , (b) and (c) of this definition; (e) obligations of any foreign government or obligations that possess a guaranty of the full faith and credit of any foreign government; (f) United States government-sponsored enterprises, federal agencies and federal financing banks that are not otherwise authorized including (i) United States government-sponsored enterprises such as instrumentalities of the Federal Credit System (Bank for Cooperatives, Federal Land Banks), Federal Home Loan Banks and Federal National Mortgage Association, and (ii) federal agencies such as instrumentalities of the Department of Housing and Urban Development (Federal Housing Administration, Government National Mortgage Association), Export-Import Bank, Farmers Home Administration and Tennessee Valley Authority; (g) obligations of states, counties and municipalities of the United States; 9 (h) investments in repurchase agreements collateralized by any of the above securities eligible for outright purchase, provided the collateral is delivered to a bank custody account in accordance with the terms of a written repurchase agreement with a dealer or bank; and (i) solely with respect to Foreign Subsidiaries, investments of the types and maturities described in clauses (a) through (d) above issued, where relevant, by any commercial bank of recognized international standing chartered in the country where such Foreign Subsidiary is domiciled having unimpaired capital and surplus of at least $500,000,000. “ Certain Funds Period ” means the period from and including the Effective Date until the Initial Funding Date. “ Change in Control ” means an event or series of events by which (a) any person or group of persons (within the meaning of Section 13(d) or 14(a) of the Exchange Act) (other than the spouses, siblings, descendants, spouses of any such siblings or descendants, trusts created exclusively for the benefit of such Persons, executors, administrators, guardians, or conservators of the estate of John H. McConnell, John P. McConnell, their respective Affiliates and Associates (as defined in Rule 12b-2 under the Exchange Act), or a group which the foregoing are a principal participant, or any profit sharing, employee stock ownership or other employee benefit plan of the Borrower or any of its Subsidiaries or any trustee or fiduciary with respect to any such plan when acting in such capacity) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 50.0% or more of the voting Equity Interests of the Borrower or (b) during any period of twelve consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (b)(i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clause (b)(i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body. “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented. “ Class ” means, when used in reference to any Loan, whether such Loan is an Initial Term Loan, an Incremental Loan, an Extended Loan (each Extended Loan extended to the same Maturity Date constituting a separate Class) or a Refinancing Loan and, when used in reference to any Commitment, whether such Commitment is an Initial Term Loan Commitment, an Incremental Loan Commitment, a Commitment in respect of Extended Loans or a Commitment in respect of Refinancing Loans. Loans that are not fungible for United States federal income tax purposes shall be construed to be in different Classes or tranches. “ Code ” means the Internal Revenue Code of 1986. 10 “ Collateral ” means the German Collateral and the U.S. Collateral. “ Commitment ” means, with respect to each Lender, (a) its Initial Term Loan Commitment and (b) if applicable, (i) its Incremental Loan Commitment, (ii) any commitment to make Extended Loans and (iii) any commitment to make Refinancing Loans. “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). “ Communication ” means any Loan Document and any document, amendment, approval, consent, information, notice, certificate, report, statement, disclosure, certification or authorization related to any Loan Document. “ Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.1(e)(iv) and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “ Consolidated ” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP. “ Consolidated EBITDA ” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period, plus (b) the sum of the following, without duplication, to the extent deducted (and not added back) in determining Consolidated Net Income for such period (other than in respect of clause (b)(v) below): (i) income and franchise taxes; (ii) Consolidated Interest Expense; (iii) amortization, depreciation and other non-cash charges (including non-cash deferred compensation expense), non-cash losses and non-cash items reducing Consolidated Net Income; 11 (iv) Transaction Costs and fees, costs and expenses incurred in connection with this Agreement and the documentation governing any other Indebtedness, and in each case any amendments, modifications, supplements, consents or waivers thereto; (v) the amount of any restructuring charges or reserves or other business optimization expenses or reserves (including those relating to severance, pension unwinding, relocation costs and one-time compensation charges, costs incurred in connection with any non-recurring strategic initiatives or new initiatives, other business optimization expenses (including incentive costs and expenses relating to business optimization programs and signing, retention and completion bonuses), costs and expenses relating to any entry into new markets or contracts, or new product developments or introductions or exiting a market, contract or product and any software or other intellectual property development costs and expenses, any costs and expenses associated with new systems design, any implementation cost or expense, any lobbying costs or expenses, any project startup cost or expense, any transition cost or expense or cost or expense associated with improvements to IT or accounting functions); provided that the aggregate amount included pursuant to this clause (b)(v) , together with the aggregate amount of all adjustments included pursuant to clause (b) of the definition of “Pro Forma Basis”, shall not exceed 25.0% of Consolidated EBITDA (prior to giving effect to this clause (b)(v) or clause (b) of the definition of “Pro Forma Basis”); (vi) losses attributable to the Becker Group for any period; less (c) the sum of the following, without duplication, to the extent included in determining Consolidated Net Income for such period: (i) interest income; and (ii) non-cash gains or non-cash items increasing Consolidated Net Income. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a Pro Forma Basis. Notwithstanding the foregoing, prior to the Control Date, Consolidated EBITDA shall be calculated excluding Klöckner and its Subsidiaries. “ Consolidated First Lien Indebtedness ” means, as of any date of determination, on a Consolidated basis without duplication, the aggregate amount of Consolidated Funded Indebtedness of the Borrower and its Subsidiaries that, as of such date, is secured by a Lien on any assets or property of the Borrower or any of its Subsidiaries minus any such Consolidated Funded Indebtedness (other than Indebtedness under the ABL Facility or any replacement or refinancing thereof or any other Indebtedness secured on a pari passu basis with the ABL Facility) secured by Liens that are expressly subordinated to the Lien securing the Credit Facility. Notwithstanding the foregoing, prior to the Control Date, Consolidated First Lien Indebtedness shall be calculated excluding Klöckner and its Subsidiaries. “ Consolidated First Lien Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated First Lien Indebtedness (minus Unrestricted Cash) on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to such date; provided that the “Consolidated First Lien Leverage Ratio” shall be calculated excluding any Consolidated First Lien Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated First Lien Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash. 12 “ Consolidated Funded Indebtedness ” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a Consolidated basis without duplication, the sum of (a) the outstanding principal amount of all indebtedness for borrowed money (including the Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness and (c) all direct non-contingent obligations arising in connection with letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, in each case, that have been drawn and not reimbursed. Notwithstanding the foregoing, Consolidated Funded Indebtedness shall be calculated excluding (i) prior to the Control Date, Klӧckner and its Subsidiaries (including the Klöckner Europe ABS Facility) and (ii) intercompany Indebtedness owed by the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries. “ Consolidated Interest Expense ” means, for any period, determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, interest expense (including interest expense attributable to Capital Lease Obligations and all net payment obligations pursuant to Hedge Agreements), premium payments, debt discount, fees, charges and related expenses with respect to any and all Indebtedness of the Borrower and its Subsidiaries for such period. Notwithstanding the foregoing, prior to the Control Date, Consolidated Interest Expense shall be calculated excluding Klöckner and its Subsidiaries. “ Consolidated Net Income ” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided that, in calculating Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded: (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period; (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged or amalgamated into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a) ; (c) the net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (i) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or taxes; (d) extraordinary, unusual or non-recurring gains or losses, charges, costs and expenses; (e) (i) any write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness, (ii) any impairment charges, write-offs or write-downs of any assets and (iii) any amortization of intangible assets; (f) any unrealized or realized gain or loss resulting from fluctuations in currency values, foreign currency translation or foreign currency transactions (including currency re-measurements of any Indebtedness) and any related tax effects; 13 (g) the cumulative effect of any change in accounting principles; (h) any gain or loss from Asset Dispositions during such period; (i) any cancellation of debt income and any other gain or loss attributable to the early extinguishment of Indebtedness or Hedge Agreements; and (j) the purchase accounting effects of adjustments to inventory, Property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and its Subsidiaries), as a result of any consummated acquisition whether consummated before or after the Effective Date, or the amortization or write-off of any amounts thereof. Notwithstanding the foregoing, prior to the Control Date, Consolidated Net Income shall be calculated excluding Klöckner and its Subsidiaries. “ Consolidated Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness (minus Unrestricted Cash) that is secured by a Lien on any assets of the Borrower or any of its Subsidiaries on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to such date; provided that the “Consolidated Secured Leverage Ratio” shall be calculated excluding any Consolidated Funded Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Funded Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash. “ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness (minus Unrestricted Cash) on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to such date; provided that the “Consolidated Total Leverage Ratio” shall be calculated excluding any Consolidated Funded Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Funded Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash. “ Consummation Conditions ” has the meaning assigned thereto in Section 4.2(c)(i)(B). “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. “ Control Date ” means the first date on which (a) the Merger Squeeze-Out is effected or Klöckner is otherwise merged into BidCo, (b) the Conversion is effected or (c) the Domination Agreement becomes effective. “ Conversion ” has the meaning assigned thereto in Section 6.12(f) . “ Covered Entity ” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or 14 (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “ Credit Facility ” means the term loan facilities established pursuant to Article II (including any new facility established pursuant to Section 2.6 or 3.13 ). “ Credit Parties ” means, collectively, the Borrower and the Subsidiary Guarantors. “ Daily Simple SOFR ” means, for any day (a “ Simple SOFR Rate Day ”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “ SOFR Determination Day ”) that is five U.S. Government Securities Business Days prior to (i) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day or (ii) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three consecutive Simple SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. “ Daily Simple SOFR Loan ” means any Loan bearing interest at a rate based on Daily Simple SOFR. “ Debt Issuance ” means the issuance or incurrence of any Indebtedness for borrowed money by any Credit Party or any of its Subsidiaries (other than any Indebtedness of Klöckner or its Subsidiaries incurred prior to the Initial Funding Date (and any Permitted Refinancing thereof)). “ Debt Rating ” means, as applicable, (a) the corporate family rating of the Borrower as determined by Moody’s from time to time, (b) the corporate rating of the Borrower as determined by S&P from time to time, (c) the corporate rating of the Borrower as determined by Fitch from time to time and (d) the ratings of the Credit Facility as determined by Moody’s, S&P and/or Fitch from time to time. “ Debtor Relief Laws ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect. “ Declined Proceeds ” has the meaning assigned thereto in Section 2.5(a)(iii). “ Default ” means any of the events specified in Section 8.1 which, with the passage of time, the giving of notice or both, would be an Event of Default. “ Default Right ” has the meaning assigned thereto in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 15 “ Defaulting Lender ” means, subject to Section 3.14(b) , any Lender that (a) has failed to (i) fund all or any portion of the Loans required to be funded by it hereunder within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.14(b) ) upon delivery of written notice of such determination to the Borrower and each Lender. “ Deposit Accounts ” means any deposit account (as that term is defined in the UCC). “ Designated Non-Cash Consideration ” means the fair market value (as determined by the Borrower in good faith) of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Disposition pursuant to Section 7.5(g) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation (which amount will be reduced by the amount of cash or Cash Equivalents received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to cash or Cash Equivalents). “ Disqualified Equity Interests ” means, with respect to any Person, any Equity Interests of such Person that, by their terms (or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, fundamental change or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, fundamental change or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control, fundamental change or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, fundamental change or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute 16 Disqualified Equity Interests, in each case, prior to the date that is 91 days after the latest Maturity Date in effect at the time of issuance of such Equity Interests; provided that, if such Equity Interests are issued pursuant to a plan for the benefit of the Borrower or its Subsidiaries or by any such plan to such officers or employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. “ Disqualified Institution ” means (a) those banks, financial institutions or other entities separately identified in writing by the Borrower to the Administrative Agent on or prior to the Effective Date, (b) competitors of the Borrower or Klöckner that are identified from time to time in writing by the Borrower to the Administrative Agent and (c) affiliates of the Persons identified pursuant to the foregoing clauses (a) and (b) (i) identified by the Borrower to the Administrative Agent in writing from time to time or (ii) reasonably identifiable solely on the basis of its name (in each case, other than bona fide fixed income investors or debt funds); provided that (x) “Disqualified Institutions” shall exclude any Person designated by the Borrower as no longer a “Disqualified Institution” by written notice to the Administrative Agent from time to time and (y) no such identification pursuant to clause (b) or (c) shall apply retroactively to disqualify any Person that has previously provided a valid Commitment hereunder or acquired a valid assignment or participation of an interest in the Loans or Commitments hereunder. “ Dollars ” or “ $ ” means, unless otherwise qualified, dollars in lawful currency of the United States. “ Domestic Subsidiary ” means any Subsidiary organized under the laws of any political subdivision of the United States. “ Domination Agreement ” has the meaning assigned thereto in Section 6.12(f) . “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent. “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein and Norway. “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “ Effective Date ” has the meaning assigned thereto in Section 4.1 . “ Electronic Record ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006. “ Electronic Signature ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006. “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.9(b)(iii) , (b)(v) and (b)(vi) (subject to such consents, if any, as may be required under Section 10.9(b)(iii) ). 17 “ Employee Benefit Plan ” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of any Credit Party or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding five years been maintained, funded or administered for the employees of any Credit Party or, solely with respect to any such plan that is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate. “ Environment ” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata or sediment, and natural resources such as wetlands, flora and fauna. “ Environmental Claims ” means any and all administrative, regulatory or judicial actions, suits, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any (a) actual or alleged noncompliance with or liability under any Environmental Law including any failure to obtain, maintain or comply with any permit issued, or any approval given, under any such Environmental Law, (b) the generation, use handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “ Environmental Laws ” means any Applicable Laws relating to the protection of the Environment or the protection of human health and safety to the extent related to exposure of toxic or hazardous materials, substances or wastes including requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of toxic or hazardous materials, substances or wastes. “ Equal Priority Intercreditor Agreement ” means a pari passu intercreditor agreement between the 2033 Senior Secured Notes Collateral Agent, each other applicable Additional Debt Representative and the Administrative Agent, substantially in form attached as Exhibit F . “ Equity Interests ” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests or (with respect to a German limited liability company) shares, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing. “ Equity Issuance ” means any sale or issuance by the Borrower of its Equity Interests (including equity-linked securities) to any Person other than the Borrower or a Subsidiary of the Borrower (whether in a public offering or a private placement). The term “Equity Issuance” shall not include (a) any Asset Disposition, (b) any Debt Issuance, (c) the sale or issuance of any Equity Interests pursuant to employee stock plans, employee compensation plans or retention arrangements, or contributed to pension funds or (d) the issuance or transfer of Equity Interests as consideration in connection with any acquisition (including the Klöckner Acquisition), divestiture or joint venture arrangement permitted pursuant to, and in accordance with, Section 7.5 . “ ERISA ” means the Employee Retirement Income Security Act of 1974. “ ERISA Affiliate ” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA. 18 “ Erroneous Payment ” has the meaning assigned thereto in Section 9.10(a) . “ Erroneous Payment Deficiency Assignment ” has the meaning assigned thereto in Section 9.10(d) . “ Erroneous Payment Return Deficiency ” has the meaning assigned thereto in Section 9.10(d) . “ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. “ European Credit Party ” means any Credit Party that qualifies as a resident party domiciled or incorporated in any member state of the European Union. “ Event of Default ” means any of the events specified in Section 8.1 ; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied. “ Excess Cash Flow ” means, for the Borrower and its Subsidiaries on a Consolidated basis, in accordance with GAAP for any Fiscal Year, an amount (if positive) equal to: (a) the sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year, (ii) an amount equal to the amount of all non-cash charges to the extent deducted in determining Consolidated Net Income for such Fiscal Year, (iii) decreases in Working Capital from the beginning to the end of such Fiscal Year and (iv) prior to the Control Date, the sum of any repayments made by Klöckner by the Borrower pursuant to the Klöckner Intercompany Loan during such Fiscal Year, minus (b) the sum, without duplication, of (i) the aggregate amount of cash actually paid by the Borrower and its Subsidiaries during such Fiscal Year on account of (A) Capital Expenditures, Permitted Acquisitions and similar Investments in the nature of an acquisition (other than any amounts that were committed during a prior Fiscal Year to the extent such amounts reduced Excess Cash Flow in such prior Fiscal Year pursuant to clause (ii) below), (B) prior to the Control Date, Investments by the Borrower in Klöckner pursuant to the Klöckner Intercompany Loan during such Fiscal Year, (C) Consolidated Interest Expense, (D) income taxes and (E) Restricted Payments (other than Restricted Payments made pursuant to Sections 7.6(e) and (h) ) made during such Fiscal Year (in each case under this clause (i) other than to the extent any such Capital Expenditure, Permitted Acquisition, Investment, Consolidated Interest Expense, income tax or Restricted Payment is made or is expected to be made with the proceeds of Indebtedness, any Equity Issuance, proceeds from any Insurance and Condemnation Event or other proceeds that would not be included in Consolidated Net Income), (ii) the aggregate amount of cash committed (the “ Committed Amount ”) during such Fiscal Year to be used to make Capital Expenditures, Permitted Acquisitions or similar Investments in the nature of an acquisition, which in either case have been actually made or consummated or for which a binding agreement that will require the expenditure of such cash within twelve months of the end of such Fiscal Year exists as of the time of determination of Excess Cash Flow for such Fiscal Year; provided that to the extent the aggregate amount of cash actually utilized to make or consummate Capital Expenditures, Permitted Acquisitions or similar Investment in the nature of an acquisition within such twelve month period is less than the Committed Amount, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of the subsequent Fiscal Year, (iii) the aggregate amount of all regularly scheduled principal payments or repayments (other than mandatory prepayments) of Loans or other Indebtedness for borrowed money that is secured on a pari passu basis with the Loans and made by the Borrower and its Subsidiaries during such Fiscal Year in cash, but only to the extent that such payments or repayments do not occur in connection with a refinancing of all or a portion of such Indebtedness (whether with the proceeds of other Indebtedness, Equity Issuances or otherwise), (iv) an amount equal to the amount of all non-cash credits to the extent included in determining Consolidated Net Income for such Fiscal Year, (v) cash payments by the Borrower and its Subsidiaries during such Fiscal Year in respect of long-term liabilities of the Borrower and its Subsidiaries other than 19 Indebtedness to the extent such payments are not expensed during such Fiscal Year and are not deducted in calculating Consolidated Net Income and only to the extent that such payments are not made with the proceeds of Indebtedness, Equity Issuances, proceeds from any Insurance and Condemnation Event or other proceeds that would not be included in Consolidated Net Income, (vi) increases to Working Capital from the beginning to the end of such Fiscal Year and (vii) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction undertaken but not completed) and any charges or non-recurring costs incurred during such period as a result of any such transaction. “ Exchange Act ” means the Securities Exchange Act of 1934. “ Excluded Assets ” has the meaning assigned thereto in the Guaranty and Security Agreement. “ Excluded Subsidiary ” means any Subsidiary (a) that is not a Wholly-Owned Subsidiary, (b) that is Worthington Receivables Company, LLC, a Delaware limited liability company, (c) that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code (or a direct or indirect Subsidiary thereof), (d) that owns, directly or indirectly, no material assets other than Equity Interests of one or more “controlled foreign corporations” within the meaning of Section 957(a) of the Code (and any Subsidiary thereof), (e) with respect to which, in the reasonable good faith determination of the Borrower, in consultation with the Administrative Agent, a Guarantee by such a Subsidiary would result in materially adverse tax consequences to the Borrower or any of its Subsidiaries, (f) that is not organized or formed under the laws of any state of the United States of America or the District of Columbia, (g) that is a not-for-profit Subsidiary or a special purpose entity, (h) that is a Special Purpose Finance Subsidiary, (i) that is acquired and is prohibited by Applicable Law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such contractual prohibition was not entered into in contemplation of such acquisition) from guaranteeing the Obligations, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to provide a Guarantee of the Obligations and such consent, approval, license or authorization has not been received (it being agreed that the Credit Parties have no obligation to obtain such consent, approval, license or authorization) and (j) with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by Lenders therefrom; provided that (1) in no event shall The Worthington Steel Company, LLC, BidCo Holdco or BidCo be an Excluded Subsidiary prior to the BidCo Guarantee Release Date and (2) notwithstanding anything to the contrary in this definition, the provisions of Section 6.14(e) and the definition of “Klöckner Credit Parties” shall solely govern with respect to the Klöckner Credit Parties. “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.12(b) ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.11 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.11(g) and (d) any United States federal withholding Taxes imposed under FATCA. 20 “ Extendable Bridge Loans/Interim Debt ” means “bridge” financings (including “bridge” loans), escrow or similar arrangements, which by their terms will be converted (subject to customary conditions to conversion for a debt instrument of a similar type) into loans or other Indebtedness that have, or will be extended such that they have, a maturity date later than the latest Maturity Date of each Class of Loans then outstanding and a weighted average life to maturity that is longer than each Class of Loans then outstanding. “ Extended Loans ” has the meaning assigned thereto in Section 2.6(a) . “ Extending Lender ” has the meaning assigned thereto in Section 2.6(b) . “ Extension Amendment ” has the meaning assigned thereto in Section 2.6(c) . “ Extension Election ” has the meaning assigned thereto in Section 2.6(b) . “ Extension Request ” has the meaning assigned thereto in Section 2.6(a) . “ Extensions of Credit ” means, as to any Lender at any time, the aggregate principal amount of all Loans made by such Lender then outstanding. “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. “ FDIC ” means the Federal Deposit Insurance Corporation. “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that, if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. “ Fee Letters ” means (a) with respect to Section 4(a) thereof, that certain Amended and Restated Engagement Letter dated as of February 6, 2026, by and among the Borrower, the Administrative Agent, Citigroup Global Markets Inc., PNC Capital Markets LLC, KeyBank National Association, KeyBanc Capital Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc. and (b) that certain Administrative Agent Fee Letter dated as of June 1, 2026, by and between the Borrower and the Administrative Agent, as the same may be amended or amended and restated from time to time. “ First Tier Foreign Subsidiary ” means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code and the Equity Interests of which are owned directly by any U.S. Credit Party. “ Fiscal Year ” means the fiscal year of the Borrower ending on May 31. “ Fitch ” means Fitch Ratings Inc. and any successor thereto. 21 “ Fixed Amounts ” has the meaning assigned thereto in Section 1.13(a) . “ Fixed Incremental Basket ” has the meaning assigned thereto in Section 3.13(a)(i)(A). “ Floor ” means a rate of interest equal to 0.00%. “ Foreign Lender ” means a Lender that is not a U.S. Person. “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary. “ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. “ German Assignment Agreement ” means an assignment agreement granting a security interest in structural intra-group loans constituting German Collateral granted by BidCo Holdco and BidCo to the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent. “ German Collateral ” means, subject to the Agreed Security Principles, any collateral security for the Obligations pledged or assigned pursuant to the German Security Documents. “ German Security Documents ” means, collectively, (a) the Account Pledge Agreement, (b) the German Assignment Agreement, (c) Klöckner Share Pledge Agreement, (d) the BidCo and BidCo Holdco Share Pledge Agreement and (e) subject to the Agreed Security Principles, each other agreement or instrument governed by German law pursuant to which any Credit Party pledges, assigns, grants or perfects a security interest in any Property or assets securing the Obligations. “ Governmental Approvals ” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by, any Governmental Authorities. “ Governmental Authority ” means the government of the United States, Germany or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other 22 obligation, (d) as an account party in respect of any letter of credit, bank guarantee or letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (whether in whole or in part). “ Guaranty and Security Agreement ” means the guaranty and security agreement dated as of the Initial Funding Date, among the Borrower, the Subsidiary Guarantors from time to time party thereto and the Administrative Agent, for the benefit of the Secured Parties, substantially in the form attached as Exhibit H . “ Hazardous Materials ” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive or carcinogenic and are or become regulated by any Governmental Authority or (c) the Release or threatened Release of which requires investigation or remediation under any Environmental Law. “ Hedge Agreement ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other similar master agreement. “ Hedge Termination Value ” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender). “ Historical Financial Statements ” means (a) the audited consolidated and combined balance sheets of the Borrower and its Subsidiaries and the related consolidated and combined statements of earnings, comprehensive income, equity and cash flows as of and for the Fiscal Year ended May 31, 2025 and (b) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries and the related consolidated and combined statements of earnings, comprehensive income, equity and cash flows as of and for the fiscal quarters ended August 31, 2025, November 30, 2025 and February 28, 2026. “ IFRS ” means the International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time. 23 “ Immaterial Subsidiary ” means, as of any date of determination, any Subsidiary designated as an Immaterial Subsidiary by the Borrower but only if and for so long as (a) the total assets of such Subsidiary, when taken together with the total assets of all other Subsidiaries so designated as Immaterial Subsidiaries, in each case, measured as of the last day of the four-quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.1 , equal or are less than 10.0% of the total assets of the Borrower and its Subsidiaries on a Consolidated basis, (b) the total revenue of such Subsidiary, when taken together with the total revenue of all other Subsidiaries so designated as Immaterial Subsidiaries, in each case, measured as of the last day of the four-quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.1 , equal or are less than 10.0% of total revenues of the Borrower and its Subsidiaries on a Consolidated basis and (c) such Subsidiary does not own any Equity Interests in any Credit Party; provided that none of BidCo Holdco, BidCo or any Credit Party shall be considered an Immaterial Subsidiary. “ Increased Amount Date ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Amendment ” means an amendment agreement in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and the applicable Incremental Lenders providing the Incremental Loan Commitments delivered in connection with Section 3.13 . “ Incremental Delayed Draw Term Loan ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Delayed Draw Term Loan Commitment ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Delayed Draw Term Loan Facility ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Equivalent Debt ” has the meaning assigned thereto in Section 7.1(q) . “ Incremental Facilities ” means, collectively, any Incremental Term Facility, any Incremental Delayed Draw Term Loan Facility and any Incremental Revolving Facility. “ Incremental Lenders ” means, collectively, any Incremental Term Lender and any Incremental Revolving Lender. “ Incremental Loan Commitments ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Loans ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Revolving Commitment ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Revolving Facility ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Revolving Lender ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Revolving Loans ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Term Commitment ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Term Facility ” has the meaning assigned thereto in Section 3.13(a) . “ Incremental Term Lender ” has the meaning assigned thereto in Section 3.13(a) . 24 “ Incremental Term Loans ” has the meaning assigned thereto in Section 3.13(a) . “ Incurrence-Based Amounts ” has the meaning assigned thereto in Section 1.13(a) . “ Indebtedness ” means, with respect to any Person at any date and without duplication, the sum of the following: (a) all liabilities, obligations and indebtedness for borrowed money including obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person; (b) all obligations to pay the deferred purchase price of property or services of any such Person (including all obligations under earn-out or similar agreements that appear in the liabilities section of the balance sheet of such Person), except trade payables or accrued expenses arising in the ordinary course of business not more than 90 days past due, or that are currently being contested in good faith by appropriate procedures and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person; (c) the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP); (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including any reimbursement obligation, and banker’s acceptances issued for the account of any such Person; (g) all obligations of any such Person in respect of Disqualified Equity Interests; (h) all net obligations of such Person under any Hedge Agreements; and (i) all Guarantees of any such Person with respect to any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes. “ Indemnitee ” has the meaning assigned thereto in Section 10.3(b) . “ Information ” has the meaning assigned thereto in Section 10.10 . 25 “ Initial Credit Parties ” means (a) the Credit Parties party to the Security Documents on the Initial Funding Date and (b) the Credit Parties required to become party to the Security Documents within five Business Days of the Initial Funding Date pursuant to Schedule 6.19 . “ Initial Funding Date ” means the date, on or after the Effective Date, on which the conditions specified in Section 4.2 are satisfied (or waived by the Lenders pursuant to Section 10.2 ) and the Initial Term Loans are initially funded. “ Initial Term Loan Commitment ” means, as to each Lender, the amount set forth under the heading “Initial Term Loan Commitment” on Schedule 1.1 opposite such Lender’s name, or set forth in the Assignment and Assumption pursuant to which such Lender assumed its Initial Term Loan Commitment, as such amount may be increased, reduced or otherwise modified at any time or from time to time pursuant to the terms hereof. “ Initial Term Loan Commitment Termination Date ” means the first to occur of (a) 11:59 p.m., New York City time, on the date that is ten Business Days after March 12, 2027 (unless the Acquisition Closing Date has occurred on or prior thereto), (b) the settlement of the Offer (including, if applicable, the consummation of the acquisition of Klöckner Equity Interests tendered pursuant to Section 39c of the WpÜG) with or without the borrowing of Loans under this Agreement, (c) the date that the Offer is terminated or expires in accordance with its terms without the occurrence of the Acquisition Closing Date and (d) the receipt by the Administrative Agent of written notice from the Borrower of its election to terminate the Initial Term Loan Commitments in full. “ Initial Term Loans ” means, collectively, the term loans made, or to be made, to the Borrower by the Lenders pursuant to Section 2.1 . “ Inside Maturity Basket ” means, with respect to Indebtedness consisting of, at the Borrower’s option, any combination of Refinancing Loans, Ratio Debt, Incremental Loans and/or Incremental Equivalent Debt, an aggregate principal amount equal to, when taken together with the aggregate outstanding principal amount of all other Indebtedness incurred in reliance on this definition on or prior to the date of incurrence of any such Indebtedness (and including any then outstanding Permitted Refinancing of Indebtedness previously incurred in reliance on this Inside Maturity Basket to the extent that such Permitted Refinancing would, if incurred as Refinancing Loans, Ratio Debt, Incremental Loans and/or Incremental Equivalent Debt, utilize this Inside Maturity Basket), the greater of (x) $300,000,000 and (y) 50.0% of Consolidated EBITDA for the most recent Test Period. “ Insurance and Condemnation Event ” means (a) any theft, loss, physical destruction or damage, taking or similar event with respect to any Property of any Credit Party or any of its Subsidiaries, (b) the condemnation of any such Property as a result of the exercise of “eminent domain” or other similar policies by any Governmental Authority (whether by deed in lieu of condemnation or otherwise) and (c) any casualty with respect to any such Property giving rise to an insurance settlement. “ Intercreditor Agreements ” means the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement (if any) and the Equal Priority Intercreditor Agreement (if any). “ Interest Payment Date ” means (a) as to any Base Rate Loan or Daily Simple SOFR Loan, the last Business Day of each March, June, September and December and the Maturity Date and (b) as to any Term SOFR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period; provided that each such three-month interval payment day shall be the immediately succeeding Business Day if such day is not a Business Day, unless such day is not a Business Day but is a day of the relevant calendar month after which no further Business Day occurs in such calendar month, in which case such day shall be the immediately preceding Business Day, and the Maturity Date. 26 “ Interest Period ” means, with respect to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one, three or six months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that: (a) the Interest Period shall commence on the date of advance of or conversion to any Term SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires; (b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that, if any Interest Period with respect to a Term SOFR Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (c) any Interest Period with respect to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (d) no Interest Period for any Loan shall extend beyond the applicable Maturity Date; (e) there shall be no more than six Interest Periods in effect at any time (unless otherwise agreed by the Administrative Agent in its sole discretion); and (f) no tenor that has been removed from this definition pursuant to Section 3.1(e)(iv)(D) shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation. “ Investments ” has the meaning assigned thereto in Section 7.3 . “ IRS ” means the United States Internal Revenue Service. “ Junior Indebtedness ” means, collectively, (a) any Subordinated Indebtedness and (b) any Indebtedness of the kind described in clause (a) of the definition thereof incurred by the Borrower or any of its Subsidiaries that is unsecured or secured by a Lien that is junior in priority to the Lien securing the Obligations (other than the ABL Facility or any Permitted Refinancing thereof with the same lien priority vis-à-vis the Credit Facility as the ABL Facility), in each case (x) with an outstanding aggregate principal amount in excess of $25,000,000 and (y) other than intercompany Indebtedness among or between the Borrower or any of its Subsidiaries. “ Klöckner ” has the meaning assigned thereto in the Statement of Purpose to this Agreement. “ Klöckner Acquisition ” has the meaning assigned thereto in the Statement of Purpose to this Agreement. “ Klöckner Acquisition Transactions ” means, collectively, (a) the Klöckner Acquisition, (b) the entry into, and funding of, the Klöckner Intercompany Loan and (c) in each case to the extent applicable, (i) any Squeeze-Out, (ii) the entry by BidCo into a Domination Agreement, (iii) the Conversion and (iv) any delisting offer within the meaning of Section 39, para. 2 German Stock Exchange Act ( Börsengesetz, BörsG ) in conjunction with Sections 10, 14, para. 2 and 29 of the WpÜG. 27 “ Klӧckner Credit Party ” means each Wholly-Owned Material Subsidiary that is a Domestic Subsidiary of Klӧckner so long as such Subsidiary is not (a) prohibited or restricted by any contractual obligation (including with respect to any existing Indebtedness owed or guaranteed by such Subsidiary) from guaranteeing the Obligations and/or providing a Lien on or security interest in its assets and property and would not require third party consent, approval, license or authorization to provide a Guarantee of the Obligations and/or a Lien on or security interest in its assets and property, (b) a not-for-profit Subsidiary or a special purpose entity, (c) a Special Purpose Finance Subsidiary, (d) a Subsidiary acquired by Klӧckner or a subsidiary of Klӧckner that is prohibited by Applicable Law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such contractual prohibition was not entered into in contemplation of such acquisition) from guaranteeing the Obligations, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to provide a Guarantee of the Obligations and such consent, approval, license or authorization has not been received (it being agreed that the Credit Parties have no obligation to obtain such consent, approval, license or authorization) or (e) a Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by Lenders therefrom. “ Klöckner Europe ABS Facility ” means the ABS facility documented by the Exit and Amendment and Restatement Agreement dated May 8, 2026, by and among Klöckner Receivables Funding DAC, Klöckner, Kloeckner Metals German GmbH, Commerzbank Aktiengesellschaft and the other Persons party thereto. “ Klöckner Foreign Subsidiaries ” means Klöckner and all Subsidiaries of Klöckner that are not Domestic Subsidiaries. “ Klöckner German Syndicated Loan ” means the syndicated loan documented by the Fifth Amendment and Restatement Agreement dated May 8, 2026, by and among Klöckner, Commerzbank Aktiengesellschaft, as agent, and the other Persons party thereto from time to time. “ Klöckner Intercompany Loan ” means the Shareholder RCF Agreement, dated as of May 8, 2026, between the Borrower, as lender, and Klöckner, as borrower, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time in any manner not materially adverse to the Lenders (as determined by the Borrower in good faith). “ Klöckner Share Pledge Agreement ” means a share pledge agreement granting a security interest in Klöckner’s Equity Interests acquired by BidCo to the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent. “ Klӧckner U.S. Guarantee Date ” means the date that is 90 days following the Control Date (or such later date as the Administrative Agent may agree to in its reasonable discretion). “ LCT Election ” has the meaning assigned thereto in Section 1.10 . “ LCT Test Date ” has the meaning assigned thereto in Section 1.10 . “ Lender ” means each Person executing this Agreement as a Lender on the Effective Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 3.13 , other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. 28 “ Lending Office ” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit. “ Lien ” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, extended retention of title agreement, hypothec, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset. “ Limited Condition Transaction ” means (a) any Permitted Acquisition or other Investment permitted hereunder by the Borrower or one or more of its Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing or (b) any redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of Junior Indebtedness or the making of any Restricted Payment, in each case, by one or more of the Borrower and its Subsidiaries requiring irrevocable notice in advance of such redemption, purchase, repurchase, defeasance, satisfaction and discharge, repayment or Restricted Payment. “ Loan Documents ” means, collectively, this Agreement, the Security Documents, the Fee Letters, the Intercreditor Agreements, and each other document, instrument, certificate and agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection with this Agreement or otherwise referred to herein or contemplated hereby or specified as being a “Loan Document” by the Borrower and the Administrative Agent (including amendments to the foregoing). “ Loans ” means the Initial Term Loans and, if applicable, any Incremental Loans, any Extended Loans and any Refinancing Loans. “ Major Default ” means, with respect to BidCo and the Borrower only, any Event of Default set forth in Section 8.1(b) (but only after a five Business Day grace period for technical or administrative error has lapsed), (d) or (e) (but, in each case, only insofar as it relates to a failure to observe or perform a Major Undertaking), (g) , (h) , (i) , (j)(ii) or (j)(iii) (but, in the case of (j)(ii) and (j)(iii) , only if such event individually or cumulatively materially and adversely affects the interests of the Lenders under the Loan Documents and, with respect to any asserted invalidity or unenforceability of the Loan Documents, solely to the extent such invalidity or unenforceability is asserted by the Borrower or any Affiliate thereof). “ Major Representation ” means, with respect to the Initial Credit Parties only (and excluding any matter or circumstance that relates to (a) Klöckner or any of its Subsidiaries, (b) any Person that is not an Initial Credit Party and (c) any reference or application to any Subsidiary of the Borrower that is not an Initial Credit Party), the representations and warranties set forth in Section 5.1 , 5.3 or 5.4 (limited to Applicable Laws and organizational documents). “ Major Undertaking ” means, with respect to an Initial Credit Party only (and excluding (a) Klöckner or any of its Subsidiaries, (b) any procuring obligations on the part of any Initial Credit Party in respect of a Person that is not an Initial Credit Party and (c) any reference or application to any Subsidiary of the Borrower that is not an Initial Credit Party), an undertaking described in Section 6.12(c) (with respect to reducing the Minimum Acceptance Condition below 57.5%), (d) or (e) , 7.1 , 7.2 , 7.5 or 7.6 . “ Material Adverse Effect ” means, with respect to the Borrower and its Subsidiaries, (a) a material adverse effect on the business, financial condition, Property or results of operations of such Persons, taken as a whole, (b) a material impairment of the ability of the Credit Parties (taken as a whole) to perform their respective obligations under the Loan Documents to which they are a party or (c) a material adverse effect on the validity, priority or perfection of any Lien granted pursuant to the Security Documents which, individually or collectively, affects a significant portion of the Collateral. 29 “ Material Subsidiary ” means any Subsidiary of the Borrower other than an Immaterial Subsidiary. “ Maturity Date ” means (a) with respect to the Initial Term Loans, the date that is seven years after the Initial Funding Date, (b) with respect to any Incremental Loans, the final maturity date specified in the applicable Incremental Amendment, (c) with respect to any Extended Loans, the final maturity date specified in the applicable Extension Amendment and (d) with respect to any Refinancing Loans, the final maturity date specified in the applicable Refinancing Amendment; provided that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day. “ Merger Squeeze-Out ” has the meaning assigned thereto in Section 6.12(f) . “ Moody’s ” means Moody’s Investors Service, Inc. “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding five years. “ Net Cash Proceeds ” means, as applicable: (a) with respect to any Asset Disposition or Insurance and Condemnation Event, the gross proceeds received by any Credit Party or any of its Subsi…

Document text

EX-10.1 · d435492dex101.htm

EX-10.1
 3
 d435492dex101.htm
 EX-10.1

 Exhibit 10.1

 EXECUTION VERSION
 CUSIP Number:
98210HAD4

 CREDIT AGREEMENT
 dated
as of June 1, 2026,
 by and among

 WORTHINGTON STEEL, INC. ,

 as Borrower,
 the Lenders from
time to time party hereto
 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as Administrative Agent,

 WELLS FARGO SECURITIES, LLC ,

 CITIBANK, N.A. ,
 PNC
CAPITAL MARKETS LLC ,
 KEYBANC CAPITAL MARKETS INC. ,

 BMO CAPITAL MARKETS CORP. ,

 CANADIAN IMPERIAL BANK OF COMMERCE, NY BRANCH

 and
 HSBC SECURITIES (USA)
INC. ,
 as Joint Lead Arrangers and Joint Bookrunners

 TABLE OF CONTENTS

 Page

 Article I. DEFINITIONS

 1

 Section 1.1

 Definitions

 1

 Section 1.2

 Other Definitions and Provisions

 43

 Section 1.3

 Accounting Terms

 43

 Section 1.4

 UCC Terms

 44

 Section 1.5

 Rounding

 44

 Section 1.6

 References to Agreement and Laws

 44

 Section 1.7

 Times of Day

 44

 Section 1.8

 Guarantees

 44

 Section 1.9

 Covenant Compliance Generally

 44

 Section 1.10

 Limited Condition Transactions

 44

 Section 1.11

 Divisions

 45

 Section 1.12

 Rates

 45

 Section 1.13

 Certain Calculations

 46

 Section 1.14

 Cashless Transactions

 47

 Article II. TERM LOAN FACILITY

 47

 Section 2.1

 Loans

 47

 Section 2.2

 Procedure for Advance of Loans

 47

 Section 2.3

 Repayment of Loans

 48

 Section 2.4

 Optional Prepayment of Loans and Termination or Reduction of Commitments

 48

 Section 2.5

 Mandatory Prepayments and Reductions of Commitments

 49

 Section 2.6

 Extension of Maturity Date

 51

 Section 2.7

 Refinancing Facilities

 53

 Article III. GENERAL LOAN PROVISIONS

 55

 Section 3.1

 Interest

 55

 Section 3.2

 Notice and Manner of Conversion or Continuation of Loans

 59

 Section 3.3

 Fees

 60

 Section 3.4

 Manner of Payment

 60

 Section 3.5

 Evidence of Indebtedness

 60

 Section 3.6

 Sharing of Payments by Lenders

 61

 Section 3.7

 Administrative Agent’s Clawback

 61

 Section 3.8

 Changed Circumstances

 62

 Section 3.9

 Indemnity

 63

 Section 3.10

 Increased Costs

 63

 Section 3.11

 Taxes

 64

 Section 3.12

 Mitigation Obligations; Replacement of Lenders

 68

 Section 3.13

 Incremental Loans

 69

 Section 3.14

 Defaulting Lenders

 73

 i

 Article IV. CONDITIONS

 74

 Section 4.1

 Conditions Precedent to the Effective Date

 74

 Section 4.2

 Conditions Precedent to Borrowing on the Initial Funding Date

 74

 Section 4.3

 Certain Funds Period

 76

 Article V. REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

 77

 Section 5.1

 Organization; Power; Qualification

 77

 Section 5.2

 Ownership

 77

 Section 5.3

 Authorization; Enforceability

 77

 Section 5.4

 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.

 78

 Section 5.5

 Compliance with Law; Governmental Approvals

 78

 Section 5.6

 Tax Returns and Payments

 78

 Section 5.7

 Intellectual Property Matters

 78

 Section 5.8

 Environmental Matters

 79

 Section 5.9

 Employee Benefit Matters

 79

 Section 5.10

 Margin Stock

 80

 Section 5.11

 Government Regulation

 80

 Section 5.12

 [Reserved]

 80

 Section 5.13

 Employee Relations

 80

 Section 5.14

 Burdensome Provisions

 81

 Section 5.15

 Financial Statements

 81

 Section 5.16

 No Material Adverse Change

 81

 Section 5.17

 Solvency

 81

 Section 5.18

 Title to Properties

 81

 Section 5.19

 Litigation

 81

 Section 5.20

 Anti-Terrorism; Anti-Money Laundering; Etc.

 82

 Section 5.21

 Absence of Defaults

 82

 Section 5.22

 Senior Indebtedness Status

 82

 Section 5.23

 Disclosure

 82

 Section 5.24

 Use of Proceeds

 83

 Section 5.25

 Insurance

 83

 Section 5.26

 Security Documents

 83

 Section 5.27

 The Offer, the Offer Document and the BCA

 84

 Article VI. AFFIRMATIVE COVENANTS

 84

 Section 6.1

 Financial Statements and Budgets

 84

 Section 6.2

 Certificates; Other Reports

 85

 Section 6.3

 Notice of Litigation and Other Matters

 86

 Section 6.4

 Preservation of Corporate Existence and Related Matters

 87

 Section 6.5

 Maintenance of Property and Licenses

 87

 Section 6.6

 Insurance

 87

 Section 6.7

 Accounting Methods and Financial Records

 87

 Section 6.8

 Payment of Taxes and Other Obligations

 88

 Section 6.9

 Compliance with Laws and Approvals

 88

 Section 6.10

 Environmental Laws

 88

 Section 6.11

 Compliance with ERISA

 88

 Section 6.12

 Acquisition Undertakings

 88

 Section 6.13

 Visits and Inspections; Lender Calls

 89

 Section 6.14

 Additional Collateral; Additional Subsidiaries

 90

 ii

 Section 6.15

 German Guarantee and Collateral

 92

 Section 6.16

 Use of Proceeds

 92

 Section 6.17

 Maintenance of Debt Ratings

 92

 Section 6.18

 Further Assurances

 92

 Section 6.19

 Post Closing Obligations

 93

 Article VII. NEGATIVE COVENANTS

 93

 Section 7.1

 Indebtedness

 93

 Section 7.2

 Liens

 98

 Section 7.3

 Investments

 101

 Section 7.4

 Fundamental Changes

 104

 Section 7.5

 Asset Dispositions

 105

 Section 7.6

 Restricted Payments

 106

 Section 7.7

 Transactions with Affiliates

 108

 Section 7.8

 Accounting Changes; Organizational Documents

 109

 Section 7.9

 Payments and Modifications of Certain Indebtedness

 109

 Section 7.10

 No Further Negative Pledges; Restrictive Agreements

 110

 Section 7.11

 Nature of Business

 111

 Section 7.12

 [Reserved]

 111

 Section 7.13

 Sale Leasebacks

 111

 Section 7.14

 Limitations on BidCo Holdco and BidCo.

 111

 Article VIII. DEFAULT AND REMEDIES

 112

 Section 8.1

 Events of Default

 112

 Section 8.2

 Remedies

 115

 Section 8.3

 Rights and Remedies Cumulative; Non-Waiver; Etc.

 116

 Section 8.4

 Crediting of Payments and Proceeds

 116

 Section 8.5

 Administrative Agent May File Proofs of Claim

 117

 Section 8.6

 Credit Bidding

 117

 Article IX. THE ADMINISTRATIVE AGENT

 118

 Section 9.1

 Appointment and Authority

 118

 Section 9.2

 Rights as a Lender

 118

 Section 9.3

 Exculpatory Provisions

 118

 Section 9.4

 Reliance by the Administrative Agent

 119

 Section 9.5

 Delegation of Duties

 120

 Section 9.6

 Resignation of Administrative Agent

 120

 Section 9.7

 Non-Reliance on Administrative Agent and Other Lenders

 121

 Section 9.8

 No Other Duties, Etc.

 122

 Section 9.9

 Collateral and Guaranty Matters

 122

 Section 9.10

 Erroneous Payments

 124

 Article X. MISCELLANEOUS

 125

 Section 10.1

 Notices

 125

 Section 10.2

 Amendments, Waivers and Consents

 128

 Section 10.3

 Expenses; Indemnity

 130

 Section 10.4

 Right of Setoff

 131

 iii

 Section 10.5

 Governing Law; Jurisdiction, Etc.

 132

 Section 10.6

 Waiver of Jury Trial

 133

 Section 10.7

 Reversal of Payments

 133

 Section 10.8

 Injunctive Relief

 133

 Section 10.9

 Successors and Assigns; Participations

 133

 Section 10.10

 Treatment of Certain Information; Confidentiality

 137

 Section 10.11

 Performance of Duties

 138

 Section 10.12

 All Powers Coupled with Interest

 138

 Section 10.13

 Survival

 138

 Section 10.14

 Titles and Captions

 139

 Section 10.15

 Severability of Provisions

 139

 Section 10.16

 Counterparts; Integration; Effectiveness; Electronic Execution

 139

 Section 10.17

 Term of Agreement

 140

 Section 10.18

 PATRIOT Act

 140

 Section 10.19

 Independent Effect of Covenants

 140

 Section 10.20

 Inconsistencies with Other Documents; Intercreditor Agreement

 140

 Section 10.21

 Acknowledgment and Consent to Bail-In of Affected Financial Institutions

 141

 Section 10.22

 [Reserved]

 141

 Section 10.23

 Certain ERISA Matters

 141

 Section 10.24

 Acknowledgement Regarding Any Supported QFCs

 142

 Section 10.25

 No Advisory or Fiduciary Responsibility

 143

 iv

 EXHIBITS

 Exhibit A

 Form of ABL Intercreditor Agreement

 Exhibit B

 –

 [Reserved]

 Exhibit C

 –

 Agreed Security Principles

 Exhibit D

 –

 Form of Assignment and Assumption

 Exhibit E

 –

 [Reserved]

 Exhibit F

 –

 Form of Equal Priority Intercreditor Agreement

 Exhibit G

 –

 [Reserved]

 Exhibit H

 –

 Form of Guaranty and Security Agreement

 Exhibit I

 –

 [Reserved]

 Exhibit J

 –

 Form of Notice of Borrowing

 Exhibit K

 –

 Form of Notice of Conversion/Continuation

 Exhibit L

 –

 Form of Notice of Prepayment

 Exhibit M

 –

 Form of Officer’s Compliance Certificate

 Exhibit N-1

 –

 Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)

 Exhibit N-2

 –

 Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)

 Exhibit N-3

 –

 Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)

 Exhibit N-4

 –

 Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)

 SCHEDULES

 Schedule 1.1

 –

 Commitments

 Schedule 5.1

 –

 Jurisdictions of Organization and Qualification

 Schedule 5.2

 –

 Subsidiaries and Capitalization

 Schedule 5.25

 –

 Insurance

 Schedule 6.19

 –

 Post Closing Obligations

 Schedule 7.1

 –

 Existing Indebtedness

 Schedule 7.2

 –

 Existing Liens

 Schedule 7.3

 –

 Existing Loans, Advances and Investments

 Schedule 7.7

 –

 Transactions with Affiliates

 v

 CREDIT AGREEMENT, dated as of June 1, 2026, by and among WORTHINGTON STEEL, INC., an
Ohio corporation, as Borrower, the Lenders from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

 STATEMENT OF PURPOSE

 WHEREAS, the Borrower intends to acquire up to 100% (but not less than 57.5%) of the outstanding Equity Interests (as this and other
capitalized terms used in this statement of purpose are defined in Section 1.1 below) of Kl&ouml;ckner & Co SE, a European stock company ( Societas Europaea ), registered with the commercial register
( Handelsregister ) of the local court ( Amtsgericht ) of D&uuml;sseldorf under HRB 109982 with its registered business address at Peter-M&uuml;ller-Str.
24, 40468 D&uuml;sseldorf, Germany (“ Klӧckner ” and such acquisition, the “ Klӧckner Acquisition ”);

 WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of Initial Term Loans funded on the Initial
Funding Date in an aggregate principal amount not to exceed $700,000,000;
 WHEREAS, subject to the terms and conditions set forth in this
Agreement, the Administrative Agent and the Lenders have agreed to extend such credit to the Borrower.
 NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

 ARTICLE I.
 DEFINITIONS

 Section 1.1 Definitions . The following terms when used in this Agreement shall have the meanings assigned to them below:

 “ 2033 Senior Secured Notes ” means the 7.750% Senior Secured Notes due 2033 issued by the Borrower pursuant to the 2033
Senior Secured Notes Indenture.
 “ 2033 Senior Secured Notes Collateral Agent ” means Deutsche Bank Trust Company
Americas, in its capacity as collateral agent with respect to the 2033 Senior Secured Notes.
 “ 2033 Senior Secured Notes
Collateral Agreement ” means that certain notes collateral agreement, dated as of June 1, 2026, by and among the Borrower, the subsidiary guarantors party thereto and the Senior Secured Notes Collateral Agent.

 “ 2033 Senior Secured Notes Documents ” means the 2033 Senior Secured Notes, the 2033 Senior Secured Notes Indenture, the
2033 Senior Secured Notes Collateral Agreement, each other collateral document relating to the 2033 Senior Secured Notes and all other agreements documents and instruments entered into now or in the future in connection with the 2033 Senior Secured
Notes or the 2033 Senior Secured Notes Indenture.
 “ 2033 Senior Secured Notes Indenture ” means the indenture for the
2033 Senior Secured Notes, dated as of June 1, 2026, between the Borrower, the guarantors party thereo and Deutsche Bank Trust Company Americas, as trustee and collateral agent, as amended, restated, supplemented or otherwise modified from time
to time.

 “ ABL Administrative Agent ” means PNC Bank, National Association, in its
capacity as administrative agent and collateral agent under the ABL Credit Agreement and the ABL Loan Documents, or any successor administrative agent and collateral agent under the then-effective ABL Loan Documents.

 “ ABL Credit Agreement ” means that certain Revolving Credit and Security Agreement, dated as of November 30, 2023, by
and among the Borrower, the lenders party thereto and the ABL Administrative Agent, as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time.

 “ ABL Facility ” means the asset-based revolving credit facility established pursuant to the ABL Credit Agreement from time
to time.
 “ ABL Intercreditor Agreement ” means the ABL Intercreditor Agreement, dated as of the Initial Funding Date, as
amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, by and among the Borrower, certain Subsidiaries of the Borrower, the Administrative Agent, the 2033 Senior Secured Notes Collateral
Agent, each applicable Additional Debt Representative and the applicable ABL Administrative Agent, as Initial First Lien Agent, substantially in the form attached as Exhibit A or otherwise in a form
reasonably satisfactory to the Administrative Agent.
 “ ABL Loan Documents ” means the ABL Credit Agreement, the ABL
Intercreditor Agreement and the other loan documents related thereto, in each case as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time.

 “ ABL Priority Collateral ” has the meaning assigned thereto in the ABL Intercreditor Agreement.

 “ Account Pledge Agreement ” means an account pledge agreement granting a security interest in material bank accounts
maintained with banks or financial institutions in Germany constituting German Collateral by BidCo Holdco and BidCo to the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.

 “ Acquisition Closing Date ” means the date on which (a) the Transaction (as defined in the BCA as in effect on
January 15, 2026) has been consummated and (b) the settlement of the Offer has occurred.
 “ Additional Debt
Representative ” means, with respect to any Incremental Equivalent Debt that, in each case, is secured by a Lien on all or any portion of the Collateral, the trustee, administrative agent, collateral agent, security agent or similar agent
under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

 “ Administrative Agent ” means Wells Fargo, in its capacity as administrative agent and collateral agent hereunder, and any
successor thereto appointed pursuant to Section 9.6 .
 “ Administrative Agent’s Office ”
means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 10.1(c) .

 “ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 2

 “ Affiliate ” means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

 “ Agent Parties ” has the meaning assigned thereto in Section 10.1(e) .

 “ Agent’s Liens ” means the Liens granted by the Credit Parties to the Administrative Agent under the Loan Documents
and securing the Obligations.
 “ Agreed Security Principles ” means the principles governing the German Collateral
following the Initial Funding Date, as attached as Exhibit C .

 “ Agreement ” means this Credit Agreement.

 “ Allocation Date ” means May 28, 2026.

 “ Anti-Boycott Rules ” means EU Regulation (EC) 2271/96, Section 7 of the German Foreign Trade Regulations
( Au &szlig; enwirtschaftsverordnung ) or any similar anti-boycott laws or regulations.
 “ Anti-Money Laundering
Laws ” means the laws and regulations of any jurisdiction applicable to any Credit Party from time to time concerning, or relating to, money laundering, including, if applicable, the German Money Laundering Act
( Geldw&auml;schegesetz ), Executive Order 13224, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.) and the PATRIOT Act.

 “ Anti-Terrorism Laws ” has the meaning assigned thereto in Section 5.20 .

 “ Applicable Law ” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties,
regulations, binding interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

 “ Applicable Margin ” means (a) with respect to any Base Rate Loan, 3.00% and (y) with respect to any SOFR Loan,
4.00%.
 “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

 “ Arranger s ” means Wells Fargo Securities, LLC, Citibank, N.A., PNC Capital Markets LLC, KeyBanc Capital Markets
Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc., in their capacities as joint lead arrangers and joint bookrunners.

 “ Asset Disposition ” means the sale, transfer, license, lease or other disposition of any Property (including any division,
merger, amalgamation or disposition of Equity Interests) by any Credit Party or any Subsidiary thereof, and any issuance of Equity Interests by any Subsidiary of the Borrower to any Person that is not the Borrower or any Wholly-Owned
Subsidiary thereof. The term “Asset Disposition” shall not include (a) the sale of inventory in the ordinary course of business (and, for the avoidance of doubt, secondary sales and scrap sales are in the ordinary course of
business), (b) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any transaction permitted pursuant to Section 7.4 , (c) the write-off, discount,
sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction,
(d) the disposition of any Hedge Agreement, (e) dispositions of Investments in Cash Equivalents, (f) the transfer by any Credit Party of its assets to any other Credit Party, (g) the transfer by any
 Non-Guarantor Subsidiary of its assets to any Credit Party ( provided that such transfer is not prohibited by Section 7.7 ), (h) the transfer by any Non-Guarantor Subsidiary of assets to any other Non-Guarantor Subsidiary or any joint venture, (i) transfers in connection with any Permitted Reorganization and
(j) transfers in connection with the Kl&ouml;ckner Europe ABS Facility ( provided that any such transfer is limited to the assets pledged as collateral thereunder).

 3

 “ Assignment and Assumption ” means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.9 ), and accepted by the Administrative Agent, in substantially the form attached as
 Exhibit D or any other form approved by the Administrative Agent.
 “ Attributable
Indebtedness ” means, on any date of determination, (a) in respect of any Capital Lease Obligations of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease were accounted for as a Capital Lease.
 “ Available Amount ” means, at any date, an
amount, not less than zero in the aggregate, determined on a cumulative basis, equal to, without duplication:
 (a) the greater of
(x) $240,000,000 and (y) 40% of Consolidated EBITDA as of the most recent Test Period; plus
 (b) 50% of cumulative
Consolidated Net Income since the first day of the first Fiscal Quarter of the Borrower in which the Effective Date occurs (which amount shall not be less than zero); plus

 (c) the cumulative amount of cash proceeds of the sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower or any
parent company of the Borrower after the Initial Funding Date, which proceeds have been received by, or contributed as common equity to the capital of, the Borrower; plus

 (d) to the extent not already included in Consolidated Net Income, an amount equal to any after-tax
returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash or Cash Equivalents by the Borrower or any Subsidiary after the Initial Funding Date in
respect of any Investments made pursuant to Section 7.3(l) ; provided , in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 7.3(l) ;
 plus
 (e) the aggregate amount of any Retained Asset Sale Proceeds after the Initial Funding Date; plus

 (f) the aggregate amount as of such date of any Declined Proceeds after the Initial Funding Date; minus

 (g) any amount of Restricted Payments made pursuant to Section 7.6(e) after the Initial Funding Date and prior to
such time; minus
 (h) any amount of Investments made pursuant to Section 7.3(l) after the Initial Funding
Date and prior to such time; minus
 (i) any amount of payments of Indebtedness made pursuant to
 Section 7.9(b)(iv) after the Initial Funding Date and prior to such time.

 4

 “ Available Tenor ” means, as of any date of determination and with respect
to any then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date
and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.1(e)(iv)(D) .

 “ BaFin ” means the German Federal Financial Supervisory Authority ( Bundesanstalt f&uuml;r
Finanzdienstleistungsaufsicht ).
 “ Bail-In Action ” means the exercise of any
Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

 “ Bail-In Legislation ” means (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 and any other law, regulation or rule applicable in the United Kingdom relating to the
resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

 “ Bank Product ” means any one or more of the following financial products or accommodations extended to a Credit Party or
its Subsidiaries by a Bank Product Provider: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement,
accounts or services, (g) draft discount programs or (h) supply chain finance services including trade payable services and supplier accounts receivable purchases (and excluding, for the avoidance of doubt, any transactions under Hedge
Agreements).
 “ Bank Product Agreements ” means those agreements entered into from time to time by a Credit Party or its
Subsidiaries with a Bank Product Provider in connection with obtaining any Bank Products.
 “ Bank Product Provider ”
means, subject to the limitations set forth in the ABL Credit Agreement, any lender under the ABL Credit Agreement or any of its Affiliates.

 “ Base Rate ” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%
and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate,
the Federal Funds Rate or Term SOFR, as applicable ( provided that clause (c) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event
shall the Base Rate be less than 1.00%.
 “ Base Rate Loan ” means any Loan bearing interest at a rate based on the Base
Rate.
 “ BCA ” means that certain Business Combination Agreement dated as of January 15, 2026, by and among the
Borrower, BidCo and Kl&ouml;ckner.
 “ BDC Loan Facility ” means that certain term loan facility in the maximum principal
amount of $57,500,000 established pursuant to that certain Letter of Offer dated as of March 24, 2025, by Tempel Canada Company and the Borrower in favor of the Business Development Bank of Canada, and the documents executed in connection
therewith.

 5

 “ Becker Group ” means Becker Stahl-Service GmbH, Becker Stainless GmbH,
Becker-Stainless Center GmbH, Becker Aluminium Service GmbH, Umformtechnik Stendal GmbH and Umformtechnik Stendal UTS s.r.o.

 “ Benchmark ” means, initially, the Term SOFR Reference Rate; provided that, if a Benchmark Transition Event has
occurred with respect to the Term SOFR Reference Rate or the applicable then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark
rate pursuant to Section 3.1(e)(iv)(A) .
 “ Benchmark Replacement ” means, with respect to any
Benchmark Transition Event for the then-current Benchmark, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

 (a) Daily Simple SOFR, or
 (b)
the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for
determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for United States dollar-denominated syndicated
credit facilities and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, the Benchmark Replacement shall be deemed to be the Floor for the
purposes of this Agreement.
 “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the
then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative
Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

 “ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current
Benchmark:
 (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition
Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof)
permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof); or

 (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which
such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory
supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be
determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor (if
applicable) of such Benchmark (or such component thereof) continues to be provided on such date.

 6

 For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all
then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark
Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
 (a) a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark
(or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof);

 (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with
jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of
such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof) permanently or
indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors
(if applicable) of such Benchmark (or such component thereof); or
 (c) a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of
such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
 For the avoidance of
doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each
then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark
Unavailability Period ” means, with respect to the then-current Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark
Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.1(e)(iv) and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark
for all purposes hereunder and under any Loan Document in accordance with Section 3.1(e)(iv) .

 7

 “ Beneficial Ownership Certification ” means a certification regarding
beneficial ownership as required by the Beneficial Ownership Regulation.
 “ Beneficial Ownership Regulation ” means
31 CFR § 1010.230.
 “ Benefit Plan ” means (a) an “employee benefit plan” (as defined in
Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or
otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” as described in clause (a) above or “plan” as described in clause (b) above.

 “ BHC Act Affiliate ” of a party means an “affiliate” (as such term is defined under, and interpreted in
accordance with, 12 U.S.C. 1841(k)) of such party.
 “ BidCo ” means Worthington Steel GmbH, a German limited
liability company ( Gesellschaft mit beschr&auml;nkter Haftung, GmbH ) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of
Stuttgart under HRB 801625 with its registered business address at c/o Sitem Group, Graf-Zeppelin-Stra&szlig;e 29, 72202 Nagold, Germany.

 “ BidCo Guarantee Release Date ” has the meaning assigned thereto in Section 9.9(a)(i) .

 “ BidCo Holdco ” means Worthington Steel Holding GmbH, a German limited liability company ( Gesellschaft mit
beschr&auml;nkter Haftung, GmbH ) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register ( Handelsregister ) at the local court ( Amtsgericht ) of Frankfurt am Main under HRB 141756 with
its registered business address at Friedrich-Ebert-Anlage 56, 60325 Frankfurt am Main.
 “ BidCo and BidCo Holdco Share Pledge
Agreement ” means a share pledge agreement granting a security interest in BidCo and BidCo Holdco’s Equity Interests, respectively, held by the Credit Parties to the Administrative Agent, for the benefit of the Secured Parties, in a
form reasonably satisfactory to the Administrative Agent.
 “ Borrower ” means Worthington Steel, Inc., an Ohio
corporation.
 “ Borrower Materials ” has the meaning assigned thereto in Section 6.2 .

 “ Business Day ” means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is
closed.
 “ Capital Expenditures ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for
any period, (a) the additions to property, plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and
(b) Capital Lease Obligations during such period, but excluding expenditures for the restoration, repair or replacement of any fixed or capital asset to the extent financed by casualty insurance or condemnation proceeds received in respect
thereof. Notwithstanding the foregoing, prior to the Control Date, Capital Expenditures shall be calculated excluding Kl&ouml;ckner and its Subsidiaries.

 “ Capital Lease ” means, subject to Section 1.3(a) , a lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, that is required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP; provided that, subject to
 Section 1.3(a) , the amount of obligations attributable to any Capital Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

 8

 “ Capital Lease Obligations ” of any Person means the obligations of such
Person to pay rent or other amounts under any Capital Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that, subject to Section 1.3(a) ,
the amount of obligations attributable to any Capital Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

 “ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower or any of its
Subsidiaries free and clear of all Liens (other than Liens created under the Security Documents and other Liens permitted hereunder):
 (a)
readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof;
 provided that the full faith and credit of the United States of America is pledged in support thereof;
 (b) demand deposits or
time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i)(A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of
Columbia, or Canada or any province or territory thereof, or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any
province thereof, and is a member of the Federal Reserve System or is a “bank”, as defined in the Bank Act (Canada), as applicable, (ii) issues (or the parent of which issues) commercial paper rated as described in
 clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 365 days from the date of acquisition thereof;

 (c) commercial paper issued by any Person organized under the laws of any state of the United States of America and maturing no more than 365
days from the time of the acquisition thereof, and having, at the time of acquisition thereof, a rating of A-1 (or the then equivalent grade) or better from S&P, P-1
(or the then equivalent grade) or better from Moody’s or A (or the then equivalent grade) or better from Fitch;
 (d) Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the
highest rating obtainable from any of Moody’s, S&P or Fitch, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a) , (b) and
 (c) of this definition;
 (e) obligations of any foreign government or obligations that possess a guaranty of the full faith
and credit of any foreign government;
 (f) United States government-sponsored enterprises, federal agencies and federal financing banks
that are not otherwise authorized including (i) United States government-sponsored enterprises such as instrumentalities of the Federal Credit System (Bank for Cooperatives, Federal Land Banks), Federal Home Loan Banks and Federal National
Mortgage Association, and (ii) federal agencies such as instrumentalities of the Department of Housing and Urban Development (Federal Housing Administration, Government National Mortgage Association), Export-Import Bank, Farmers Home
Administration and Tennessee Valley Authority;
 (g) obligations of states, counties and municipalities of the United States;

 9

 (h) investments in repurchase agreements collateralized by any of the above securities
eligible for outright purchase, provided the collateral is delivered to a bank custody account in accordance with the terms of a written repurchase agreement with a dealer or bank; and

 (i) solely with respect to Foreign Subsidiaries, investments of the types and maturities described in clauses (a)
through (d) above issued, where relevant, by any commercial bank of recognized international standing chartered in the country where such Foreign Subsidiary is domiciled having unimpaired capital and surplus of at least $500,000,000.

 “ Certain Funds Period ” means the period from and including the Effective Date until the Initial Funding Date.

 “ Change in Control ” means an event or series of events by which (a) any person or group of persons (within the meaning
of Section 13(d) or 14(a) of the Exchange Act) (other than the spouses, siblings, descendants, spouses of any such siblings or descendants, trusts created exclusively for the benefit of such Persons, executors, administrators, guardians, or
conservators of the estate of John H. McConnell, John P. McConnell, their respective Affiliates and Associates (as defined in Rule 12b-2 under the Exchange Act), or a group which the foregoing are a principal
participant, or any profit sharing, employee stock ownership or other employee benefit plan of the Borrower or any of its Subsidiaries or any trustee or fiduciary with respect to any such plan when acting in such capacity) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 50.0% or more of the voting Equity Interests of the Borrower or (b) during any period of twelve
consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (b)(i) above constituting at the time of such election or nomination at least
a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clause (b)(i) and
 (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

 “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or
issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to
be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.
 “ Class ” means, when
used in reference to any Loan, whether such Loan is an Initial Term Loan, an Incremental Loan, an Extended Loan (each Extended Loan extended to the same Maturity Date constituting a separate Class) or a Refinancing Loan and, when used in reference
to any Commitment, whether such Commitment is an Initial Term Loan Commitment, an Incremental Loan Commitment, a Commitment in respect of Extended Loans or a Commitment in respect of Refinancing Loans. Loans that are not fungible for United States
federal income tax purposes shall be construed to be in different Classes or tranches.
 “ Code ” means the Internal
Revenue Code of 1986.

 10

 “ Collateral ” means the German Collateral and the U.S. Collateral.

 “ Commitment ” means, with respect to each Lender, (a) its Initial Term Loan Commitment and (b) if applicable,
(i) its Incremental Loan Commitment, (ii) any commitment to make Extended Loans and (iii) any commitment to make Refinancing Loans.

 “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

 “ Communication ” means any Loan Document and any document, amendment, approval, consent, information, notice, certificate,
report, statement, disclosure, certification or authorization related to any Loan Document.
 “ Conforming Changes ”
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of
“Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition
of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback
periods, the applicability of Section 3.1(e)(iv) and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such
rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not
administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in
connection with the administration of this Agreement and the other Loan Documents).
 “ Connection Income Taxes ” means
Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

 “ Consolidated ” means, when used with reference to financial statements or financial statement items of any Person, such
statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.
 “ Consolidated
EBITDA ” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP:

 (a) Consolidated Net Income for such period, plus

 (b) the sum of the following, without duplication, to the extent deducted (and not added back) in determining Consolidated Net Income for such
period (other than in respect of clause (b)(v) below):
 (i) income and franchise taxes;

 (ii) Consolidated Interest Expense;

 (iii) amortization, depreciation and other non-cash charges (including non-cash deferred compensation expense), non-cash losses and non-cash items reducing Consolidated Net Income;

 11

 (iv) Transaction Costs and fees, costs and expenses incurred in connection
with this Agreement and the documentation governing any other Indebtedness, and in each case any amendments, modifications, supplements, consents or waivers thereto;

 (v) the amount of any restructuring charges or reserves or other business optimization expenses or reserves (including those
relating to severance, pension unwinding, relocation costs and one-time compensation charges, costs incurred in connection with any non-recurring strategic initiatives
or new initiatives, other business optimization expenses (including incentive costs and expenses relating to business optimization programs and signing, retention and completion bonuses), costs and expenses relating to any entry into new markets or
contracts, or new product developments or introductions or exiting a market, contract or product and any software or other intellectual property development costs and expenses, any costs and expenses associated with new systems design, any
implementation cost or expense, any lobbying costs or expenses, any project startup cost or expense, any transition cost or expense or cost or expense associated with improvements to IT or accounting functions); provided that the aggregate
amount included pursuant to this clause (b)(v) , together with the aggregate amount of all adjustments included pursuant to clause (b) of the definition of “Pro Forma Basis”, shall not
exceed 25.0% of Consolidated EBITDA (prior to giving effect to this clause (b)(v) or clause (b) of the definition of “Pro Forma Basis”);

 (vi) losses attributable to the Becker Group for any period; less

 (c) the sum of the following, without duplication, to the extent included in determining Consolidated Net Income for such period:

 (i) interest income; and

 (ii) non-cash gains or non-cash items
increasing Consolidated Net Income.
 For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a Pro Forma Basis.
Notwithstanding the foregoing, prior to the Control Date, Consolidated EBITDA shall be calculated excluding Kl&ouml;ckner and its Subsidiaries.

 “ Consolidated First Lien Indebtedness ” means, as of any date of determination, on a Consolidated basis without duplication,
the aggregate amount of Consolidated Funded Indebtedness of the Borrower and its Subsidiaries that, as of such date, is secured by a Lien on any assets or property of the Borrower or any of its Subsidiaries minus any such Consolidated Funded
Indebtedness (other than Indebtedness under the ABL Facility or any replacement or refinancing thereof or any other Indebtedness secured on a pari passu basis with the ABL Facility) secured by Liens that are expressly subordinated to the Lien
securing the Credit Facility. Notwithstanding the foregoing, prior to the Control Date, Consolidated First Lien Indebtedness shall be calculated excluding Kl&ouml;ckner and its Subsidiaries.

 “ Consolidated First Lien Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated First
Lien Indebtedness (minus Unrestricted Cash) on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to such date; provided that the “Consolidated First Lien Leverage Ratio” shall be
calculated excluding any Consolidated First Lien Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment,
redemption or satisfaction of such Consolidated First Lien Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

 12

 “ Consolidated Funded Indebtedness ” means, as of any date of determination
with respect to the Borrower and its Subsidiaries on a Consolidated basis without duplication, the sum of (a) the outstanding principal amount of all indebtedness for borrowed money (including the Obligations hereunder) and all obligations
evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness and (c) all direct non-contingent obligations arising in connection with
letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, in each case, that have been drawn and not reimbursed. Notwithstanding the foregoing, Consolidated Funded
Indebtedness shall be calculated excluding (i) prior to the Control Date, Klӧckner and its Subsidiaries (including the Kl&ouml;ckner Europe ABS Facility) and (ii) intercompany Indebtedness owed by the Borrower or any of its
Subsidiaries to the Borrower or any of its Subsidiaries.
 “ Consolidated Interest Expense ” means, for any period,
determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, interest expense (including interest expense attributable to Capital Lease Obligations and all net payment obligations pursuant
to Hedge Agreements), premium payments, debt discount, fees, charges and related expenses with respect to any and all Indebtedness of the Borrower and its Subsidiaries for such period. Notwithstanding the foregoing, prior to the Control Date,
Consolidated Interest Expense shall be calculated excluding Kl&ouml;ckner and its Subsidiaries.
 “ Consolidated Net
Income ” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided that, in calculating
Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded:
 (a) the net income (or loss) of any
Person (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in
cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period;
 (b) the net income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged or amalgamated into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the
Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a) ;
 (c) the
net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (i) is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes payable on such dividends or
distributions, but in each case only to the extent of such prohibition or taxes;
 (d) extraordinary, unusual or non-recurring gains or losses, charges, costs and expenses;
 (e) (i) any write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness, (ii) any impairment
charges, write-offs or write-downs of any assets and (iii) any amortization of intangible assets;
 (f) any unrealized or realized
gain or loss resulting from fluctuations in currency values, foreign currency translation or foreign currency transactions (including currency re-measurements of any Indebtedness) and any related tax effects;

 13

 (g) the cumulative effect of any change in accounting principles;

 (h) any gain or loss from Asset Dispositions during such period;

 (i) any cancellation of debt income and any other gain or loss attributable to the early extinguishment of Indebtedness or Hedge Agreements;
and
 (j) the purchase accounting effects of adjustments to inventory, Property and equipment, software and other intangible assets and
deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and its Subsidiaries), as a result of any consummated acquisition whether consummated
before or after the Effective Date, or the amortization or write-off of any amounts thereof.

 Notwithstanding the foregoing, prior to the Control Date, Consolidated Net Income shall be calculated excluding Kl&ouml;ckner and its
Subsidiaries.
 “ Consolidated Secured Leverage Ratio ” means, as of any date of determination, the ratio of
(a) Consolidated Funded Indebtedness (minus Unrestricted Cash) that is secured by a Lien on any assets of the Borrower or any of its Subsidiaries on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to
such date; provided that the “Consolidated Secured Leverage Ratio” shall be calculated excluding any Consolidated Funded Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably
deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Funded Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted
Cash.
 “ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated
Funded Indebtedness (minus Unrestricted Cash) on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to such date; provided that the “Consolidated Total Leverage Ratio” shall be calculated
excluding any Consolidated Funded Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or
satisfaction of such Consolidated Funded Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

 “ Consummation Conditions ” has the meaning assigned thereto in Section 4.2(c)(i)(B).

 “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

 “ Control Date ” means the first date on which (a) the Merger Squeeze-Out is
effected or Kl&ouml;ckner is otherwise merged into BidCo, (b) the Conversion is effected or (c) the Domination Agreement becomes effective.

 “ Conversion ” has the meaning assigned thereto in Section 6.12(f) .

 “ Covered Entity ” means any of the following:

 (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 14

 (c) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).
 “ Credit Facility ” means the term loan facilities established pursuant to
 Article II (including any new facility established pursuant to Section 2.6 or 3.13 ).

 “ Credit Parties ” means, collectively, the Borrower and the Subsidiary Guarantors.

 “ Daily Simple SOFR ” means, for any day (a “ Simple SOFR Rate Day ”), a rate per annum equal to the greater
of (a) SOFR for the day (such day, a “ SOFR Determination Day ”) that is five U.S. Government Securities Business Days prior to (i) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple
SOFR Rate Day or (ii) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the
SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination
Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first
preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily
Simple SOFR for no more than three consecutive Simple SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

 “ Daily Simple SOFR Loan ” means any Loan bearing interest at a rate based on Daily Simple SOFR.

 “ Debt Issuance ” means the issuance or incurrence of any Indebtedness for borrowed money by any Credit Party or any of its
Subsidiaries (other than any Indebtedness of Kl&ouml;ckner or its Subsidiaries incurred prior to the Initial Funding Date (and any Permitted Refinancing thereof)).

 “ Debt Rating ” means, as applicable, (a) the corporate family rating of the Borrower as determined by Moody’s
from time to time, (b) the corporate rating of the Borrower as determined by S&P from time to time, (c) the corporate rating of the Borrower as determined by Fitch from time to time and (d) the ratings of the Credit Facility as
determined by Moody’s, S&P and/or Fitch from time to time.
 “ Debtor Relief Laws ” means the Bankruptcy Code of
the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or
other applicable jurisdictions from time to time in effect.
 “ Declined Proceeds ” has the meaning assigned thereto in
 Section 2.5(a)(iii).
 “ Default ” means any of the events specified in
 Section 8.1 which, with the passage of time, the giving of notice or both, would be an Event of Default.

 “ Default Right ” has the meaning assigned thereto in, and shall be interpreted in accordance with, 12 C.F.R.
§§ 252.81, 47.2 or 382.1, as applicable.

 15

 “ Defaulting Lender ” means, subject to
 Section 3.14(b) , any Lender that (a) has failed to (i) fund all or any portion of the Loans required to be funded by it hereunder within two Business Days of the date such Loans were required to be funded
hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such writing) has not been satisfied or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business
Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or
public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any
applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing
to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed
for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal
regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 3.14(b) ) upon delivery of written notice of such determination to the Borrower and each Lender.

 “ Deposit Accounts ” means any deposit account (as that term is defined in the UCC).

 “ Designated Non-Cash Consideration ” means the fair market value (as determined by
the Borrower in good faith) of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Disposition pursuant to Section 7.5(g) that is designated as
Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation (which amount will be reduced by the amount of cash or Cash
Equivalents received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to cash or Cash Equivalents).

 “ Disqualified Equity Interests ” means, with respect to any Person, any Equity Interests of such Person that, by their terms
(or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for
Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, fundamental change or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control,
fundamental change or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder
thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control, fundamental change or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, fundamental change or
asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of
dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute

 16

Disqualified Equity Interests, in each case, prior to the date that is 91 days after the latest Maturity Date in effect at the time of issuance of such Equity Interests; provided that, if
such Equity Interests are issued pursuant to a plan for the benefit of the Borrower or its Subsidiaries or by any such plan to such officers or employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they
may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

 “ Disqualified Institution ” means (a) those banks, financial institutions or other entities separately identified in
writing by the Borrower to the Administrative Agent on or prior to the Effective Date, (b) competitors of the Borrower or Kl&ouml;ckner that are identified from time to time in writing by the Borrower to the Administrative Agent and
(c) affiliates of the Persons identified pursuant to the foregoing clauses (a) and (b) (i) identified by the Borrower to the Administrative Agent in writing from time to time or (ii) reasonably
identifiable solely on the basis of its name (in each case, other than bona fide fixed income investors or debt funds); provided that (x) “Disqualified Institutions” shall exclude any Person designated by the Borrower
as no longer a “Disqualified Institution” by written notice to the Administrative Agent from time to time and (y) no such identification pursuant to clause (b) or (c) shall apply retroactively
to disqualify any Person that has previously provided a valid Commitment hereunder or acquired a valid assignment or participation of an interest in the Loans or Commitments hereunder.

 “ Dollars ” or “ $ ” means, unless otherwise qualified, dollars in lawful currency of the United States.

 “ Domestic Subsidiary ” means any Subsidiary organized under the laws of any political subdivision of the United States.

 “ Domination Agreement ” has the meaning assigned thereto in Section 6.12(f) .

 “ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any
financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 “ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

 “ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 “ Effective Date ” has the meaning assigned thereto in Section 4.1 .

 “ Electronic Record ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C.
7006.
 “ Electronic Signature ” has the meaning assigned to that term in, and shall be interpreted in accordance with,
15 U.S.C. 7006.
 “ Eligible Assignee ” means any Person that meets the requirements to be an assignee under
 Section 10.9(b)(iii) , (b)(v) and (b)(vi) (subject to such consents, if any, as may be required under Section 10.9(b)(iii) ).

 17

 “ Employee Benefit Plan ” means (a) any employee benefit plan within
the meaning of Section 3(3) of ERISA that is maintained for employees of any Credit Party or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding five years been maintained, funded or administered for the
employees of any Credit Party or, solely with respect to any such plan that is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate.

 “ Environment ” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata or
sediment, and natural resources such as wetlands, flora and fauna.
 “ Environmental Claims ” means any and all
administrative, regulatory or judicial actions, suits, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party
action or request of any kind) or proceedings relating in any way to any (a) actual or alleged noncompliance with or liability under any Environmental Law including any failure to obtain, maintain or comply with any permit issued, or any
approval given, under any such Environmental Law, (b) the generation, use handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any
Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

 “ Environmental Laws ” means any Applicable Laws relating to the protection of the Environment or the protection of human
health and safety to the extent related to exposure of toxic or hazardous materials, substances or wastes including requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling,
reporting, licensing, permitting, investigation or remediation of toxic or hazardous materials, substances or wastes.
 “ Equal
Priority Intercreditor Agreement ” means a pari passu intercreditor agreement between the 2033 Senior Secured Notes Collateral Agent, each other applicable Additional Debt Representative and the Administrative Agent, substantially in form
attached as Exhibit F .
 “ Equity Interests ” means (a) in the case of
a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership,
partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests or (with respect to a German limited liability company) shares, (e) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing.

 “ Equity Issuance ” means any sale or issuance by the Borrower of its Equity Interests (including equity-linked securities)
to any Person other than the Borrower or a Subsidiary of the Borrower (whether in a public offering or a private placement). The term “Equity Issuance” shall not include (a) any Asset Disposition, (b) any Debt Issuance,
(c) the sale or issuance of any Equity Interests pursuant to employee stock plans, employee compensation plans or retention arrangements, or contributed to pension funds or (d) the issuance or transfer of Equity Interests as consideration
in connection with any acquisition (including the Kl&ouml;ckner Acquisition), divestiture or joint venture arrangement permitted pursuant to, and in accordance with, Section 7.5 .

 “ ERISA ” means the Employee Retirement Income Security Act of 1974.

 “ ERISA Affiliate ” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single
employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

 18

 “ Erroneous Payment ” has the meaning assigned thereto in
 Section 9.10(a) .
 “ Erroneous Payment Deficiency Assignment ” has the meaning assigned thereto
in Section 9.10(d) .
 “ Erroneous Payment Return Deficiency ” has the meaning assigned thereto
in Section 9.10(d) .
 “ EU Bail-In Legislation
Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

 “ European Credit Party ” means any Credit Party that qualifies as a resident party domiciled or incorporated in any member
state of the European Union.
 “ Event of Default ” means any of the events specified in
 Section 8.1 ; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

 “ Excess Cash Flow ” means, for the Borrower and its Subsidiaries on a Consolidated basis, in accordance with GAAP for any
Fiscal Year, an amount (if positive) equal to:
 (a) the sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year,
(ii) an amount equal to the amount of all non-cash charges to the extent deducted in determining Consolidated Net Income for such Fiscal Year, (iii) decreases in Working Capital from the beginning to
the end of such Fiscal Year and (iv) prior to the Control Date, the sum of any repayments made by Kl&ouml;ckner by the Borrower pursuant to the Kl&ouml;ckner Intercompany Loan during such Fiscal Year, minus

 (b) the sum, without duplication, of (i) the aggregate amount of cash actually paid by the Borrower and its Subsidiaries during such
Fiscal Year on account of (A) Capital Expenditures, Permitted Acquisitions and similar Investments in the nature of an acquisition (other than any amounts that were committed during a prior Fiscal Year to the extent such amounts reduced Excess
Cash Flow in such prior Fiscal Year pursuant to clause (ii) below), (B) prior to the Control Date, Investments by the Borrower in Kl&ouml;ckner pursuant to the Kl&ouml;ckner Intercompany Loan during such Fiscal Year,
(C) Consolidated Interest Expense, (D) income taxes and (E) Restricted Payments (other than Restricted Payments made pursuant to Sections 7.6(e) and (h) ) made during such Fiscal Year (in each case
under this clause (i) other than to the extent any such Capital Expenditure, Permitted Acquisition, Investment, Consolidated Interest Expense, income tax or Restricted Payment is made or is expected to be made with the
proceeds of Indebtedness, any Equity Issuance, proceeds from any Insurance and Condemnation Event or other proceeds that would not be included in Consolidated Net Income), (ii) the aggregate amount of cash committed (the “ Committed
Amount ”) during such Fiscal Year to be used to make Capital Expenditures, Permitted Acquisitions or similar Investments in the nature of an acquisition, which in either case have been actually made or consummated or for which a binding
agreement that will require the expenditure of such cash within twelve months of the end of such Fiscal Year exists as of the time of determination of Excess Cash Flow for such Fiscal Year; provided that to the extent the aggregate amount of
cash actually utilized to make or consummate Capital Expenditures, Permitted Acquisitions or similar Investment in the nature of an acquisition within such twelve month period is less than the Committed Amount, the amount of such shortfall shall be
added to the calculation of Excess Cash Flow at the end of the subsequent Fiscal Year, (iii) the aggregate amount of all regularly scheduled principal payments or repayments (other than mandatory prepayments) of Loans or other Indebtedness for
borrowed money that is secured on a pari passu basis with the Loans and made by the Borrower and its Subsidiaries during such Fiscal Year in cash, but only to the extent that such payments or repayments do not occur in connection with a refinancing
of all or a portion of such Indebtedness (whether with the proceeds of other Indebtedness, Equity Issuances or otherwise), (iv) an amount equal to the amount of all non-cash credits to the extent included
in determining Consolidated Net Income for such Fiscal Year, (v) cash payments by the Borrower and its Subsidiaries during such Fiscal Year in respect of long-term liabilities of the Borrower and its Subsidiaries other than

 19

Indebtedness to the extent such payments are not expensed during such Fiscal Year and are not deducted in calculating Consolidated Net Income and only to the extent that such payments are not
made with the proceeds of Indebtedness, Equity Issuances, proceeds from any Insurance and Condemnation Event or other proceeds that would not be included in Consolidated Net Income, (vi) increases to Working Capital from the beginning to the
end of such Fiscal Year and (vii) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, recapitalization, asset disposition, issuance or repayment of
debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction undertaken but not completed) and any charges or
 non-recurring costs incurred during such period as a result of any such transaction.

 “ Exchange Act ” means the Securities Exchange Act of 1934.

 “ Excluded Assets ” has the meaning assigned thereto in the Guaranty and Security Agreement.

 “ Excluded Subsidiary ” means any Subsidiary (a) that is not a Wholly-Owned Subsidiary, (b) that is Worthington
Receivables Company, LLC, a Delaware limited liability company, (c) that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code (or a direct or indirect Subsidiary thereof), (d) that owns,
directly or indirectly, no material assets other than Equity Interests of one or more “controlled foreign corporations” within the meaning of Section 957(a) of the Code (and any Subsidiary thereof), (e) with respect to which,
in the reasonable good faith determination of the Borrower, in consultation with the Administrative Agent, a Guarantee by such a Subsidiary would result in materially adverse tax consequences to the Borrower or any of its Subsidiaries, (f) that
is not organized or formed under the laws of any state of the United States of America or the District of Columbia, (g) that is a not-for-profit Subsidiary or a
special purpose entity, (h) that is a Special Purpose Finance Subsidiary, (i) that is acquired and is prohibited by Applicable Law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such
contractual prohibition was not entered into in contemplation of such acquisition) from guaranteeing the Obligations, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to
provide a Guarantee of the Obligations and such consent, approval, license or authorization has not been received (it being agreed that the Credit Parties have no obligation to obtain such consent, approval, license or authorization) and
(j) with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to
be obtained by Lenders therefrom; provided that (1) in no event shall The Worthington Steel Company, LLC, BidCo Holdco or BidCo be an Excluded Subsidiary prior to the BidCo Guarantee Release Date and (2) notwithstanding anything to
the contrary in this definition, the provisions of Section 6.14(e) and the definition of “Kl&ouml;ckner Credit Parties” shall solely govern with respect to the Kl&ouml;ckner Credit Parties.

 “ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.12(b) ) or (ii) such Lender changes its lending office, except in each case to the extent
that, pursuant to Section 3.11 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its
lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.11(g) and (d) any United States federal withholding Taxes imposed under FATCA.

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 “ Extendable Bridge Loans/Interim Debt ” means “bridge”
financings (including “bridge” loans), escrow or similar arrangements, which by their terms will be converted (subject to customary conditions to conversion for a debt instrument of a similar type) into loans or other Indebtedness that
have, or will be extended such that they have, a maturity date later than the latest Maturity Date of each Class of Loans then outstanding and a weighted average life to maturity that is longer than each Class of Loans then outstanding.

 “ Extended Loans ” has the meaning assigned thereto in Section 2.6(a) .

 “ Extending Lender ” has the meaning assigned thereto in Section 2.6(b) .

 “ Extension Amendment ” has the meaning assigned thereto in Section 2.6(c) .

 “ Extension Election ” has the meaning assigned thereto in Section 2.6(b) .

 “ Extension Request ” has the meaning assigned thereto in Section 2.6(a) .

 “ Extensions of Credit ” means, as to any Lender at any time, the aggregate principal amount of all Loans made by such Lender
then outstanding.
 “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any
amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1)
of the Code.
 “ FDIC ” means the Federal Deposit Insurance Corporation.

 “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on
the Business Day next succeeding such day; provided that, if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by the Administrative Agent.
 “ Fee Letters ” means (a) with
respect to Section 4(a) thereof, that certain Amended and Restated Engagement Letter dated as of February 6, 2026, by and among the Borrower, the Administrative Agent, Citigroup Global Markets Inc., PNC Capital Markets LLC, KeyBank
National Association, KeyBanc Capital Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc. and (b) that certain Administrative Agent Fee Letter dated as of June 1, 2026, by and between the
Borrower and the Administrative Agent, as the same may be amended or amended and restated from time to time.
 “ First Tier Foreign
Subsidiary ” means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code and the Equity Interests of which are owned directly by any U.S. Credit Party.

 “ Fiscal Year ” means the fiscal year of the Borrower ending on May 31.

 “ Fitch ” means Fitch Ratings Inc. and any successor thereto.

 21

 “ Fixed Amounts ” has the meaning assigned thereto in
 Section 1.13(a) .
 “ Fixed Incremental Basket ” has the meaning assigned thereto in
 Section 3.13(a)(i)(A).
 “ Floor ” means a rate of interest equal to 0.00%.

 “ Foreign Lender ” means a Lender that is not a U.S. Person.

 “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

 “ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

 “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

 “ German Assignment Agreement ” means an assignment agreement granting a security interest in structural intra-group loans
constituting German Collateral granted by BidCo Holdco and BidCo to the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, in a form reasonably satisfactory to the
Administrative Agent.
 “ German Collateral ” means, subject to the Agreed Security Principles, any collateral security
for the Obligations pledged or assigned pursuant to the German Security Documents.
 “ German Security Documents ” means,
collectively, (a) the Account Pledge Agreement, (b) the German Assignment Agreement, (c) Kl&ouml;ckner Share Pledge Agreement, (d) the BidCo and BidCo Holdco Share Pledge Agreement and (e) subject to the Agreed Security
Principles, each other agreement or instrument governed by German law pursuant to which any Credit Party pledges, assigns, grants or perfects a security interest in any Property or assets securing the Obligations.

 “ Governmental Approvals ” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all
registrations and filings with or issued by, any Governmental Authorities.
 “ Governmental Authority ” means the
government of the United States, Germany or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

 “ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of
the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other

 22

obligation, (d) as an account party in respect of any letter of credit, bank guarantee or letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (whether in whole or in part).

 “ Guaranty and Security Agreement ” means the guaranty and security agreement dated as of the Initial Funding Date, among the
Borrower, the Subsidiary Guarantors from time to time party thereto and the Administrative Agent, for the benefit of the Secured Parties, substantially in the form attached as Exhibit H .

 “ Hazardous Materials ” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous
substances, pollutants, contaminants or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive or carcinogenic and are or become regulated by any Governmental Authority or
(c) the Release or threatened Release of which requires investigation or remediation under any Environmental Law.
 “ Hedge
Agreement ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other similar master agreement.

 “ Hedge Termination Value ” means, in respect of any one or more Hedge Agreements, after taking into account the effect of
any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for
such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any
Affiliate of a Lender).
 “ Historical Financial Statements ” means (a) the audited consolidated and combined balance
sheets of the Borrower and its Subsidiaries and the related consolidated and combined statements of earnings, comprehensive income, equity and cash flows as of and for the Fiscal Year ended May 31, 2025 and (b) the unaudited consolidated
balance sheets of the Borrower and its Subsidiaries and the related consolidated and combined statements of earnings, comprehensive income, equity and cash flows as of and for the fiscal quarters ended August 31, 2025, November 30, 2025
and February 28, 2026.
 “ IFRS ” means the International Financial Reporting Standards and applicable accounting
requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to
either such Board, or the SEC, as the case may be), as in effect from time to time.

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 “ Immaterial Subsidiary ” means, as of any date of determination, any
Subsidiary designated as an Immaterial Subsidiary by the Borrower but only if and for so long as (a) the total assets of such Subsidiary, when taken together with the total assets of all other Subsidiaries so designated as Immaterial
Subsidiaries, in each case, measured as of the last day of the four-quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.1 , equal or are less than 10.0% of the total
assets of the Borrower and its Subsidiaries on a Consolidated basis, (b) the total revenue of such Subsidiary, when taken together with the total revenue of all other Subsidiaries so designated as Immaterial Subsidiaries, in each case, measured
as of the last day of the four-quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.1 , equal or are less than 10.0% of total revenues of the Borrower and its
Subsidiaries on a Consolidated basis and (c) such Subsidiary does not own any Equity Interests in any Credit Party; provided that none of BidCo Holdco, BidCo or any Credit Party shall be considered an Immaterial Subsidiary.

 “ Increased Amount Date ” has the meaning assigned thereto in Section 3.13(a) .

 “ Incremental Amendment ” means an amendment agreement in form and substance reasonably satisfactory to the Administrative
Agent, the Borrower and the applicable Incremental Lenders providing the Incremental Loan Commitments delivered in connection with Section 3.13 .

 “ Incremental Delayed Draw Term Loan ” has the meaning assigned thereto in Section 3.13(a) .

 “ Incremental Delayed Draw Term Loan Commitment ” has the meaning assigned thereto in
 Section 3.13(a) .
 “ Incremental Delayed Draw Term Loan Facility ” has the meaning assigned
thereto in Section 3.13(a) .
 “ Incremental Equivalent Debt ” has the meaning assigned thereto
in Section 7.1(q) .
 “ Incremental Facilities ” means, collectively, any Incremental Term
Facility, any Incremental Delayed Draw Term Loan Facility and any Incremental Revolving Facility.
 “ Incremental
Lenders ” means, collectively, any Incremental Term Lender and any Incremental Revolving Lender.
 “ Incremental Loan
Commitments ” has the meaning assigned thereto in Section 3.13(a) .
 “ Incremental
Loans ” has the meaning assigned thereto in Section 3.13(a) .
 “ Incremental Revolving
Commitment ” has the meaning assigned thereto in Section 3.13(a) .
 “ Incremental Revolving
Facility ” has the meaning assigned thereto in Section 3.13(a) .
 “ Incremental Revolving
Lender ” has the meaning assigned thereto in Section 3.13(a) .
 “ Incremental Revolving
Loans ” has the meaning assigned thereto in Section 3.13(a) .
 “ Incremental Term
Commitment ” has the meaning assigned thereto in Section 3.13(a) .
 “ Incremental Term
Facility ” has the meaning assigned thereto in Section 3.13(a) .
 “ Incremental Term
Lender ” has the meaning assigned thereto in Section 3.13(a) .

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 “ Incremental Term Loans ” has the meaning assigned thereto in
 Section 3.13(a) .
 “ Incurrence-Based Amounts ” has the meaning assigned thereto in
 Section 1.13(a) .
 “ Indebtedness ” means, with respect to any Person at any date and without
duplication, the sum of the following:
 (a) all liabilities, obligations and
indebtedness for borrowed money including obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

 (b) all obligations to pay the deferred purchase price of property or services of any such Person (including all obligations under earn-out or similar agreements that appear in the liabilities section of the balance sheet of such Person), except trade payables or accrued expenses arising in the ordinary course of business not more than 90 days
past due, or that are currently being contested in good faith by appropriate procedures and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person;

 (c) the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases
(regardless of whether accounted for as indebtedness under GAAP);
 (d) all obligations of such Person under conditional sale or other
title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of
business);
 (e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

 (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn,
including any reimbursement obligation, and banker’s acceptances issued for the account of any such Person;
 (g) all obligations of
any such Person in respect of Disqualified Equity Interests;
 (h) all net obligations of such Person under any Hedge Agreements; and

 (i) all Guarantees of any such Person with respect to any of the foregoing.

 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The
amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date.

 “ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or
on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a) , Other Taxes.

 “ Indemnitee ” has the meaning assigned thereto in Section 10.3(b) .

 “ Information ” has the meaning assigned thereto in Section 10.10 .

 25

 “ Initial Credit Parties ” means (a) the Credit Parties party to the
Security Documents on the Initial Funding Date and (b) the Credit Parties required to become party to the Security Documents within five Business Days of the Initial Funding Date pursuant to Schedule 6.19 .

 “ Initial Funding Date ” means the date, on or after the Effective Date, on which the conditions specified in
 Section 4.2 are satisfied (or waived by the Lenders pursuant to Section 10.2 ) and the Initial Term Loans are initially funded.

 “ Initial Term Loan Commitment ” means, as to each Lender, the amount set forth under the heading “Initial Term Loan
Commitment” on Schedule 1.1 opposite such Lender’s name, or set forth in the Assignment and Assumption pursuant to which such Lender assumed its Initial Term Loan Commitment, as such amount may be increased,
reduced or otherwise modified at any time or from time to time pursuant to the terms hereof.
 “ Initial Term Loan Commitment
Termination Date ” means the first to occur of (a) 11:59 p.m., New York City time, on the date that is ten Business Days after March 12, 2027 (unless the Acquisition Closing Date has occurred on or prior thereto), (b) the
settlement of the Offer (including, if applicable, the consummation of the acquisition of Kl&ouml;ckner Equity Interests tendered pursuant to Section 39c of the Wp&Uuml;G) with or without the borrowing of Loans under this Agreement,
(c) the date that the Offer is terminated or expires in accordance with its terms without the occurrence of the Acquisition Closing Date and (d) the receipt by the Administrative Agent of written notice from the Borrower of its election to
terminate the Initial Term Loan Commitments in full.
 “ Initial Term Loans ” means, collectively, the term loans made, or
to be made, to the Borrower by the Lenders pursuant to Section 2.1 .
 “ Inside Maturity Basket ”
means, with respect to Indebtedness consisting of, at the Borrower’s option, any combination of Refinancing Loans, Ratio Debt, Incremental Loans and/or Incremental Equivalent Debt, an aggregate principal amount equal to, when taken together
with the aggregate outstanding principal amount of all other Indebtedness incurred in reliance on this definition on or prior to the date of incurrence of any such Indebtedness (and including any then outstanding Permitted Refinancing of
Indebtedness previously incurred in reliance on this Inside Maturity Basket to the extent that such Permitted Refinancing would, if incurred as Refinancing Loans, Ratio Debt, Incremental Loans and/or Incremental Equivalent Debt, utilize this Inside
Maturity Basket), the greater of (x) $300,000,000 and (y) 50.0% of Consolidated EBITDA for the most recent Test Period.

 “ Insurance and Condemnation Event ” means (a) any theft, loss, physical destruction or damage, taking or similar event
with respect to any Property of any Credit Party or any of its Subsidiaries, (b) the condemnation of any such Property as a result of the exercise of “eminent domain” or other similar policies by any Governmental Authority (whether
by deed in lieu of condemnation or otherwise) and (c) any casualty with respect to any such Property giving rise to an insurance settlement.

 “ Intercreditor Agreements ” means the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement (if any) and the
Equal Priority Intercreditor Agreement (if any).
 “ Interest Payment Date ” means (a) as to any Base Rate Loan or
Daily Simple SOFR Loan, the last Business Day of each March, June, September and December and the Maturity Date and (b) as to any Term SOFR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period; provided that each such three-month
interval payment day shall be the immediately succeeding Business Day if such day is not a Business Day, unless such day is not a Business Day but is a day of the relevant calendar month after which no further Business Day occurs in such calendar
month, in which case such day shall be the immediately preceding Business Day, and the Maturity Date.

 26

 “ Interest Period ” means, with respect to any Term SOFR Loan, the period
commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one, three or six months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of
Conversion/Continuation and subject to availability; provided that:
 (a) the Interest Period shall commence on the date of advance
of or conversion to any Term SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

 (b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided that, if any Interest Period with respect to a Term SOFR Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the immediately preceding Business Day;
 (c) any Interest Period with respect to a Term SOFR Loan
that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at
the end of such Interest Period;
 (d) no Interest Period for any Loan shall extend beyond the applicable Maturity Date;

 (e) there shall be no more than six Interest Periods in effect at any time (unless otherwise agreed by the Administrative Agent in its sole
discretion); and
 (f) no tenor that has been removed from this definition pursuant to Section 3.1(e)(iv)(D)
shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation.
 “ Investments ”
has the meaning assigned thereto in Section 7.3 .
 “ IRS ” means the United States Internal
Revenue Service.
 “ Junior Indebtedness ” means, collectively, (a) any Subordinated Indebtedness and (b) any
Indebtedness of the kind described in clause (a) of the definition thereof incurred by the Borrower or any of its Subsidiaries that is unsecured or secured by a Lien that is junior in priority to the Lien securing the
Obligations (other than the ABL Facility or any Permitted Refinancing thereof with the same lien priority vis-&agrave;-vis the Credit Facility as the ABL Facility), in
each case (x) with an outstanding aggregate principal amount in excess of $25,000,000 and (y) other than intercompany Indebtedness among or between the Borrower or any of its Subsidiaries.

 “ Kl&ouml;ckner ” has the meaning assigned thereto in the Statement of Purpose to this Agreement.

 “ Kl&ouml;ckner Acquisition ” has the meaning assigned thereto in the Statement of Purpose to this Agreement.

 “ Kl&ouml;ckner Acquisition Transactions ” means, collectively, (a) the Kl&ouml;ckner Acquisition, (b) the entry
into, and funding of, the Kl&ouml;ckner Intercompany Loan and (c) in each case to the extent applicable, (i) any Squeeze-Out, (ii) the entry by BidCo into a Domination Agreement, (iii) the
Conversion and (iv) any delisting offer within the meaning of Section 39, para. 2 German Stock Exchange Act ( B&ouml;rsengesetz, B&ouml;rsG ) in conjunction with Sections 10, 14, para. 2 and 29 of the Wp&Uuml;G.

 27

 “ Klӧckner Credit Party ” means each Wholly-Owned Material Subsidiary
that is a Domestic Subsidiary of Klӧckner so long as such Subsidiary is not (a) prohibited or restricted by any contractual obligation (including with respect to any existing Indebtedness owed or guaranteed by such Subsidiary) from
guaranteeing the Obligations and/or providing a Lien on or security interest in its assets and property and would not require third party consent, approval, license or authorization to provide a Guarantee of the Obligations and/or a Lien on or
security interest in its assets and property, (b) a not-for-profit Subsidiary or a special purpose entity, (c) a Special Purpose Finance Subsidiary, (d) a
Subsidiary acquired by Klӧckner or a subsidiary of Klӧckner that is prohibited by Applicable Law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such contractual prohibition was not entered
into in contemplation of such acquisition) from guaranteeing the Obligations, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to provide a Guarantee of the Obligations and
such consent, approval, license or authorization has not been received (it being agreed that the Credit Parties have no obligation to obtain such consent, approval, license or authorization) or (e) a Subsidiary with respect to which, in the
reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by Lenders therefrom.

 “ Kl&ouml;ckner Europe ABS Facility ” means the ABS facility documented by the Exit and Amendment and Restatement Agreement
dated May 8, 2026, by and among Kl&ouml;ckner Receivables Funding DAC, Kl&ouml;ckner, Kloeckner Metals German GmbH, Commerzbank Aktiengesellschaft and the other Persons party thereto.

 “ Kl&ouml;ckner Foreign Subsidiaries ” means Kl&ouml;ckner and all Subsidiaries of Kl&ouml;ckner that are not Domestic
Subsidiaries.
 “ Kl&ouml;ckner German Syndicated Loan ” means the syndicated loan documented by the Fifth Amendment and
Restatement Agreement dated May 8, 2026, by and among Kl&ouml;ckner, Commerzbank Aktiengesellschaft, as agent, and the other Persons party thereto from time to time.

 “ Kl&ouml;ckner Intercompany Loan ” means the Shareholder RCF Agreement, dated as of May 8, 2026, between the Borrower,
as lender, and Kl&ouml;ckner, as borrower, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time in any manner not materially adverse to the Lenders (as determined by the Borrower in
good faith).
 “ Kl&ouml;ckner Share Pledge Agreement ” means a share pledge agreement granting a security interest in
Kl&ouml;ckner’s Equity Interests acquired by BidCo to the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, in a form reasonably satisfactory to the
Administrative Agent.
 “ Klӧckner U.S. Guarantee Date ” means the date that is 90 days following the Control Date
(or such later date as the Administrative Agent may agree to in its reasonable discretion).
 “ LCT Election ” has the
meaning assigned thereto in Section 1.10 .
 “ LCT Test Date ” has the meaning assigned thereto
in Section 1.10 .
 “ Lender ” means each Person executing this Agreement as a Lender on the
Effective Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 3.13 , other than any Person that ceases to be a party hereto
as a Lender pursuant to an Assignment and Assumption.

 28

 “ Lending Office ” means, with respect to any Lender, the office of such
Lender maintaining such Lender’s Extensions of Credit.
 “ Lien ” means, with respect to any asset, any mortgage,
leasehold mortgage, lien, pledge, charge, security interest, extended retention of title agreement, hypothec, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

 “ Limited Condition Transaction ” means (a) any Permitted Acquisition or other Investment permitted hereunder by the
Borrower or one or more of its Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing or (b) any redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of
Junior Indebtedness or the making of any Restricted Payment, in each case, by one or more of the Borrower and its Subsidiaries requiring irrevocable notice in advance of such redemption, purchase, repurchase, defeasance, satisfaction and discharge,
repayment or Restricted Payment.
 “ Loan Documents ” means, collectively, this Agreement, the Security Documents, the Fee
Letters, the Intercreditor Agreements, and each other document, instrument, certificate and agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any
Secured Party in connection with this Agreement or otherwise referred to herein or contemplated hereby or specified as being a “Loan Document” by the Borrower and the Administrative Agent (including amendments to the foregoing).

 “ Loans ” means the Initial Term Loans and, if applicable, any Incremental Loans, any Extended Loans and any Refinancing
Loans.
 “ Major Default ” means, with respect to BidCo and the Borrower only, any Event of Default set forth in
 Section 8.1(b) (but only after a five Business Day grace period for technical or administrative error has lapsed), (d) or (e) (but, in each case, only insofar as it relates to a failure to observe or perform a
Major Undertaking), (g) , (h) , (i) , (j)(ii) or (j)(iii) (but, in the case of (j)(ii) and (j)(iii) , only if such event individually or cumulatively materially and adversely affects the interests of the
Lenders under the Loan Documents and, with respect to any asserted invalidity or unenforceability of the Loan Documents, solely to the extent such invalidity or unenforceability is asserted by the Borrower or any Affiliate thereof).

 “ Major Representation ” means, with respect to the Initial Credit
Parties only (and excluding any matter or circumstance that relates to (a) Kl&ouml;ckner or any of its Subsidiaries, (b) any Person that is not an Initial Credit Party and (c) any reference or application to any Subsidiary of the
Borrower that is not an Initial Credit Party), the representations and warranties set forth in Section 5.1 , 5.3 or 5.4 (limited to Applicable Laws and organizational documents).

 “ Major Undertaking ” means, with respect to an Initial Credit Party
only (and excluding (a) Kl&ouml;ckner or any of its Subsidiaries, (b) any procuring obligations on the part of any Initial Credit Party in respect of a Person that is not an Initial Credit Party and (c) any reference or application to
any Subsidiary of the Borrower that is not an Initial Credit Party), an undertaking described in Section 6.12(c) (with respect to reducing the Minimum Acceptance Condition below 57.5%), (d) or (e) , 7.1 ,
 7.2 , 7.5 or 7.6 .
 “ Material Adverse Effect ” means, with respect to the Borrower and its
Subsidiaries, (a) a material adverse effect on the business, financial condition, Property or results of operations of such Persons, taken as a whole, (b) a material impairment of the ability of the Credit Parties (taken as a whole) to
perform their respective obligations under the Loan Documents to which they are a party or (c) a material adverse effect on the validity, priority or perfection of any Lien granted pursuant to the Security Documents which, individually or
collectively, affects a significant portion of the Collateral.

 29

 “ Material Subsidiary ” means any Subsidiary of the Borrower other than an
Immaterial Subsidiary.
 “ Maturity Date ” means (a) with respect to the Initial Term Loans, the date that is seven
years after the Initial Funding Date, (b) with respect to any Incremental Loans, the final maturity date specified in the applicable Incremental Amendment, (c) with respect to any Extended Loans, the final maturity date specified in the
applicable Extension Amendment and (d) with respect to any Refinancing Loans, the final maturity date specified in the applicable Refinancing Amendment; provided that, in each case, if such day is not a Business Day, the Maturity Date
shall be the Business Day immediately succeeding such day.
 “ Merger
 Squeeze-Out ” has the meaning assigned thereto in Section 6.12(f) .

 “ Moody’s ” means Moody’s Investors Service, Inc.

 “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any
Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding five years.

 “ Net Cash Proceeds ” means, as applicable:

 (a) with respect to any Asset Disposition or Insurance and Condemnation Event, the gross proceeds received by any Credit Party or any of its
Subsi…

EX-10.2 · d435492dex102.htm

Type

EX-10.2

File

d435492dex102.htm

Document text
EX-10.2 · d435492dex102.htm EX-10.2 4 d435492dex102.htm EX-10.2 Exhibit 10.2 Execution Version THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This Third Amendment to Revolving Credit and Security Agreement (this “ Amendment ”) is made as of June 1, 2026, by and among WORTHINGTON STEEL, INC., an Ohio corporation (“ Worthington Steel ” or “ Borrower ”), WORTHINGTON WSP, LLC, a Michigan limited liability company (“ WSP ”), TEMPEL STEEL COMPANY, LLC, an Illinois limited liability company (“ Tempel ”), T DO B, LLC, an Illinois limited liability company (“ T DO B ”), TEMPEL CANADA COMPANY, a Nova Scotia company (“ Tempel Canada ”), TEMPEL DE MEXICO, S. DE R.L. DE C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital Variable (“ Tempel Mexico ”), WORTHINGTON STEEL ROME, LLC, an Ohio limited liability company (“ Rome ”), THE WORTHINGTON STEEL COMPANY, LLC, an Ohio limited liability company (“ Worthington Company ”), THE WORTHINGTON STEEL COMPANY, an Ohio corporation (“ Steel Company ”), WORTHINGTON TAYLOR, LLC, a Michigan limited liability company (“ Taylor ”), CLEVELAND PICKLING, INC., a Delaware corporation (“ Cleveland ”), WS MEXICO HOLDINGS, LLC, an Ohio limited liability company (“ Mexico Holdings ”), WORTHINGTON STEEL SERVICES, LLC, an Ohio limited liability company (“ Steel Services ”), WORTHINGTON STEEL HQ, LLC, an Ohio limited liability company (“ Worthington HQ ”, and together with Worthington Steel, WSP, Tempel, T DO B, Tempel Canada, Tempel Mexico, Rome, Worthington Company, Steel Company, Taylor, Cleveland, Mexico Holdings and Steel Services, together with such other Persons as may hereafter become a Borrower thereunder and such other Persons as may hereafter become a Guarantor thereunder, collectively, the “ Loan Parties ” and each an individual “ Loan Party ”), the Required Lenders (as defined in the Credit Agreement (as defined below)) signatory hereto (together with the other Lenders (as defined in the Credit Agreement) and any other financial institutions as may hereafter become a lender thereunder, collectively, the “ Lenders ” and each an individual “ Lender ”), and PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as a Lender and agent for the Lenders (in such capacity, “ Agent ”). BACKGROUND A. On November 30, 2023, the Loan Parties, the Lenders, and Agent entered into, inter alia , that certain Revolving Credit and Security Agreement (as amended, restated, amended and restated, modified, renewed, extended, replaced or substituted from time to time prior to the date hereof, the “ Credit Agreement ”). All capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement as amended hereby. In the case of a direct conflict between the provisions of the Credit Agreement and the provisions of this Amendment, the provisions hereof shall prevail. B. Loan Parties have requested, and the Required Lenders and Agent have agreed, subject to the terms and conditions of this Amendment, to amend certain terms and provisions contained in the Credit Agreement, in each case, as set forth herein. NOW, THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows: 1. Amendments to Credit Agreement . Upon the Third Amendment Effective Date, the Credit Agreement is amended as follows: (a) The last sentence of the definition of “Eligible Equipment Option Exercise” shall be amended and restated in its entirety as follows: The Eligible Equipment Option Exercise shall not be available on or after the Third Amendment Effective Date. (b) Clause (v) of the definition of “Excluded Property” contained in Section 1.2 of the Credit Agreement shall be amended and restated in its entirety as follows: (v) any asset described in the definition of “Third Amendment Collateral” that does not constitute Term Loan Priority Collateral (as defined in the Term Loan Intercreditor Agreement) pursuant to documentation evidencing Indebtedness incurred pursuant to clause (t) of the definition of “Permitted Indebtedness” herein; (c) Clause (t)(ii)(x)(C) of the definition of “Permitted Indebtedness” contained in Section 1.2 of the Credit Agreement shall be amended and restated in its entirety as follows: (C) first (1st) priority Liens against assets owned by Worthington Germany or Worthington Germany Holdco, in each case subject to Permitted Encumbrances and as more fully set forth in an intercreditor agreement substantially the form attached hereto as Exhibit 1.2(c)(i) (provided that each of the Lenders expressly authorizes the Agent to enter into such intercreditor agreement without the further consent of any Lender) (d) The definition of “U.S. Collateral” contained in Section 1.2 of the Credit Agreement shall be amended and restated in its entirety as follows: “ U.S. Collateral ” shall mean and include all right, title and interest of each Domestic Loan Party in all of the following property and assets of such Domestic Loan Party, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located: (a) all Receivables; (b) all Books; (c) all Chattel Paper; (d) all Commercial Tort Claims now or hereafter described on Schedule 5.21; (e) all Deposit Accounts; (f) all Equipment; (g) all Farm Products; (h) all Fixtures; (i) all General Intangibles; (j) all Insurance; (k) all Instruments; (l) all Inventory; (m) all Investment Property; (n) all Intellectual Property and Intellectual Property Licenses; 2 (o) all Letter-of-Credit Rights; (p) all Negotiable Collateral (including all Pledged Notes); (q) all Pledged Interests (including all Pledged Operating Agreements and Pledged Partnership Agreements); (r) all Securities Accounts; (s) all Supporting Obligations; (t) all money (including cash collateral referred to in the definition of “Cash Collateralize” or in Section 3.2(b) hereof), Cash Equivalents, or other assets of such Domestic Loan Party that now or hereafter come into the possession, custody, or control of the Agent (or its agent or designee) or any other Secured Party; (u) all Goods not otherwise described above; and (v) all of the Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Receivables, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “ Collateral Proceeds ”). Without limiting the generality of the foregoing, the term “Collateral Proceeds” includes whatever is receivable or received when Investment Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Domestic Loan Party or the Agent from time to time with respect to any of the Investment Property. Notwithstanding the foregoing, U.S. Collateral shall not include any Excluded Property. (e) Section 1.2 of the Credit Agreement shall be amended to add the following new defined terms in the appropriate alphabetical order: “ Books ” shall have the meaning given to that term in the Uniform Commercial Code. “ Drafts ” shall have the meaning given to that term in the Uniform Commercial Code. “ Farm Products ” shall have the meaning given to that term in the Uniform Commercial Code. “ Fixtures ” shall have the meaning given to that term in the Uniform Commercial Code. 3 “ Insurance ” shall mean (a) all insurance policies covering any or all of the U.S. Collateral (regardless of whether the Agent is the loss payee thereof) and (b) any key man life insurance policies. “ Intellectual Property Licenses ” shall mean, with respect to any Person (the “ Specified Party ”), (a) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (b) any licenses or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (x) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (y) the license agreements listed on Schedule 5.21, and (z) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Lenders’ rights under the Other Documents. “ Investment Property ” shall mean (a) any and all investment property (as that term is defined in the Uniform Commercial Code), and (b) any and all of the following (regardless of whether classified as investment property under the Uniform Commercial Code): all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements. “ Negotiable Collateral ” shall mean Letters of Credit, Letter-of-Credit Rights, Instruments, Promissory Notes, Drafts and Documents. “ Pledged Companies ” shall mean each Person listed on Schedule 5.21 as a “Pledged Company”, together with each other Person, all or a portion of whose Equity Interests that constitute U.S. Collateral are acquired or otherwise owned by a Domestic Loan Party after the Third Amendment Effective Date. “ Pledged Interests ” shall mean all of each Domestic Loan Party’s right, title and interest in and to all of the Equity Interests constituting U.S. Collateral now owned or hereafter acquired by such Domestic Loan Party, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, all voting and management rights and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing. “ Pledged Notes ” shall mean all Promissory Notes or other debt securities owned by any Domestic Loan Party (in the case of any such Promissory Note or debt securities issued by any Person other than a Domestic Loan Party or an Affiliate of a Domestic Loan Party, with a principal amount in excess of $5,000,000), including the Mexican Intercompany Note. “ Pledged Operating Agreements ” means all of each Domestic Loan Party’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies. 4 “ Pledged Partnership Agreements ” means all of each Domestic Loan Party’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships. “ Promissory Notes ” shall have the meaning given to that term in the Uniform Commercial Code. “ Term Loan Intercreditor Agreement ” shall mean that certain Intercreditor Agreement dated as of the June 1, 2026, by and among the Agent, Wells Fargo Bank, National Association and the Loan Parties. “ Third Amendment Collateral ” shall have the meaning set forth in Section 4.1 hereof. “ Third Amendment Effective Date ” shall have the meaning set forth in that certain Third Amendment to Revolving Credit and Security Agreement dated as of June 1, 2026, by and among the Loan Parties, the lenders party thereto, and the Agent. “ Worthington Germany Holdco ” shall mean Worthington Steel Holding GmbH, a German limited liability company ( Gesellschaft mit beschränkter Haftung, GmbH ). (f) Section 2.1(a)(y)(ii) of the Credit Agreement shall be amended and restated in its entirety as follows: [reserved], (g) Section 4.1 of the Credit Agreement shall be amended to add the following new sentence in its entirety after the first sentence therein: For the avoidance of doubt, to secure the prompt payment and performance of the Secured Obligations, as of the Third Amendment Effective Date, each Domestic Loan Party hereby assigns, pledges and grants to Agent, for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its U.S. Collateral which was not included in the definition of “U.S. Collateral” on or before the Third Amendment Effective Date (the “ Third Amendment Collateral ”), whether now owned or existing or hereafter created, acquired or arising and wheresoever located. (h) Section 4.10 of the Credit Agreement shall be amended and restated in its entirety as follows: 4.10. Maintenance of Equipment . The Domestic Loan Parties’ Equipment shall be maintained in good operating condition and repair (ordinary wear and tear excepted) and all replacements of and repairs thereto necessary for the conduct of such Domestic Loan Party’s business shall be made, except as such action or inaction would not reasonably be expected to result in a Material Adverse Change. No Domestic Loan Party shall use or operate its Equipment in violation of any Applicable Law, except to the extent such violation would not reasonably be expected to result in a Material Adverse Change. (i) Article IV of the Credit Agreement shall be amended by adding the following new Section 4.14 immediately following Section 4.13 thereof: 5 4.14. Investment Property Collateral . (a) Each Domestic Loan Party has the right to transfer all Investment Property constituting Collateral owned by such Domestic Loan Party free of any Liens (other than Permitted Encumbrances) and will use commercially reasonable efforts to defend its title to such Investment Property against the claims of all Persons. Each Domestic Loan Party shall, in each case solely to the extent that such Equity Interests constitute Collateral, (i) ensure that each operating agreement, limited partnership agreement and any other similar agreement does not prohibit Agent’s Lien on such Equity Interests of wholly-owned Subsidiaries (other than Foreign Subsidiaries) arising thereunder, foreclosure of Agent’s Lien and admission of any transferee as a member, limited partner or other applicable equity holder thereunder and (ii) use commercially reasonable efforts to provide that, to the extent not in existence on the Third Amendment Effective Date, each operating agreement, limited partnership agreement and any other similar agreement with respect to any Foreign Subsidiary or non-wholly-owned Subsidiary, in each case, whose Equity Interests constitute Collateral, does not prohibit Agent’s Lien on such Investment Property of such Domestic Loan Party arising thereunder, foreclosure of Agent’s Lien and admission of any transferee as a member, limited partner or other applicable equity holder thereunder. (b) Each Domestic Loan Party shall, if its Investment Property constituting Collateral includes securities or any other financial or other asset maintained in a securities account, use commercially reasonable efforts to cause the custodian with respect thereto to execute and deliver a notification and control agreement or other applicable agreement satisfactory to Agent in its Permitted Discretion in order to perfect and protect Agent’s Lien in such Investment Property. (c) Except as set forth in Article XI hereof, (i) the Loan Parties will have the right to exercise all voting rights with respect to the Investment Property and (ii) the Loan Parties will have the right to receive all cash dividends and distributions, interest and premiums declared and paid on the Investment Property to the extent otherwise permitted under this Agreement. In the event any additional Equity Interests constituting Collateral are issued to any Domestic Loan Party as a stock dividend or distribution or in lieu of interest on any of such Investment Property, as a result of any split of any of such Investment Property, by reclassification or otherwise, any certificates evidencing any such additional shares will be delivered to Agent (subject to the terms of the Term Loan Intercreditor Agreement) within ten (10) Business Days and such shares will be subject to this Agreement and a part of such Investment Property to the same extent as the original Investment Property. (j) Section 5.21 of the Credit Agreement shall be amended and restated in its entirety as follows: 5.21. Equity Interests . The authorized and outstanding Equity Interests of each Pledged Company, and each legal and beneficial holder thereof as of the Third Amendment Effective Date, are as set forth on Schedule 5.21 hereto. All of the Equity Interests constituting Collateral of each Pledged Company have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Pledged Company or any of the shareholders of any Pledged Company is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, the Pledged Companies have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares. 6 (k) Section 5.23 of the Credit Agreement shall be amended and restated in its entirety as follows: 5.23. Investment Property Collateral . (a) There are no restrictions on the pledge or transfer of any of the Equity Interests constituting Collateral of the Pledged Companies other than restrictions referenced on the face of any certificates evidencing such Equity Interests, restrictions under Applicable Law or restrictions stated in the Organizational Documents of such Pledged Company with respect thereto, as applicable; (b) each Domestic Loan Party is the legal owner of the Investment Property pledged by it hereunder, which is registered in the name of such Domestic Loan Party, a custodian or a nominee; (c) the Investment Property pledged hereunder is free and clear of any Liens except for Permitted Encumbrances which, in the case of any such Investment Property constituting certificated securities, other than pursuant to the terms of the Term Loan Intercreditor Agreement, do not have priority over the Liens of Agent thereon; (d) the pledge of and grant of the security interest in the Investment Property constituting Collateral is effective to vest in Agent a valid security interest therein; and (e) none of the Organizational Documents or other agreements governing any Investment Property pledged hereunder provide that such Investment Property governed thereby are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction. (l) Section 11.1 of the Credit Agreement is hereby amended by (i) renumbering the existing language as clause (a), and (ii) adding a new clause (b) immediately thereafter as follows: (b) Without limiting any other provision hereof: (i) At any bona fide public sale, and to the extent permitted by Applicable Law, at any private sale, Agent shall be free to purchase all or any part of the Investment Property constituting Collateral. Any such sale may be on cash or credit. Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons that will represent and agree that they are purchasing the Investment Property for their own account in compliance with Regulation D of the Securities Act or any other applicable exemption available under the Securities Act. Agent will not be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given. Agent may adjourn any sale and sell at the time and place to which the sale is adjourned. If such Investment Property is customarily sold on a recognized market or threatens to decline speedily in value, Agent may sell such Investment Property at any time without giving prior notice to any Loan Party or other Person. (ii) Each Loan Party recognizes that Agent may be unable to effect or cause to be effected a public sale of such Investment Property by reason of certain prohibitions of the Securities Act, so that Agent may be compelled to resort to one or more private sales to a restricted group of purchasers that will be obligated to agree, among other things, to acquire such Investment Property for their own account, for investment and without a view to the distribution or resale thereof. Each Loan Party understands that private sales so made may be at prices and on other terms less favorable to the seller than if such Investment Property were sold at public sales, and agrees that Agent has no obligation to delay or agree 7 to delay the sale of any of such Investment Property for the period of time necessary to permit the issuer of the securities which are part of the Investment Property (even if the issuer would agree), to register such securities for sale under the Securities Act. Each Loan Party agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (iii) Subject to the terms of the Term Loan Intercreditor Agreement, the proceeds arising from the disposition of such Investment Property after deducting expenses incurred by Agent will be applied to the Obligations pursuant to Section 11.5 hereof. If any excess remains after the discharge of all of the Obligations, the same will be paid to the applicable Loan Party or to any other Person that may be legally entitled thereto. At any time after the occurrence and during the continuance of an Event of Default (A) Agent may transfer any or all of the Investment Property constituting Collateral into its name or that of its nominee and may exercise all voting rights with respect to such Investment Property, but no such transfer shall constitute a taking of such Investment Property in satisfaction of any or all of the Obligations, and (B) Agent shall be entitled to receive, for application to the Obligations, all cash or stock dividends and distributions, interest and premiums declared or paid on such Investment Property. (m) A new Schedule 5.21 shall be added to the Credit Agreement in the form attached hereto as Exhibit A. 2. Conditions Precedent . This Amendment shall be effective upon the date of satisfaction of the following conditions precedent (the “ Third Amendment Effective Date ” (it being understood and agreed that the Third Amendment Effective Date is June 1, 2026)) (all documents and deliverables to be in form and substance satisfactory to Agent): (a) Agent shall have received this Amendment, duly authorized, executed and delivered by each Loan Party and Required Lenders; (b) Worthington Steel shall have certified (which it hereby does pursuant to its signature to this Amendment) that the representation set forth in Section 5(c) is true and correct on the Third Amendment Effective Date; (c) Agent shall have received the Credit Agreement dated as of the date hereof (the “ Term Loan Agreement ”), by and among Worthington Steel, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “ Term Loan Agent ”), duly authorized, executed and delivered by the parties thereto; (d) Agent shall have received the Guaranty and Security Agreement dated as of the date hereof, by the Loan Parties party thereto in favor of the Term Loan Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto; (e) Agent shall have received that certain Trademark Security Agreement dated as of the date hereof, by certain Loan Parties in favor of the Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto; (f) Agent shall have received that certain Patent Security Agreement dated as of the date hereof, by certain Loan Parties in favor of the Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto; 8 (g) Agent shall have received the Term Loan Intercreditor Agreement, duly authorized, executed and delivered by the parties thereto; and (h) Agent shall have received the written opinion of counsel for the Domestic Loan Parties with respect to this Amendment, dated as of the date hereof, for the benefit of Agent and each Lender. 3. Acknowledgement of Lenders . The Lenders party hereto hereby acknowledge and agree that the granting of the Liens on the Third Amendment Collateral as provided herein satisfies all requirements of clause (t)(iii)(2) of the definition of “Permitted Indebtedness”. 4. Payment of Fees and Expenses . The Loan Parties shall pay or reimburse Agent for all reasonable and documented fees owing to Agent and reasonable and documented out-of-pocket expenses (including reasonable and documented attorneys’ fees) incurred in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto. 5. Representations and Warranties . Each Loan Party hereby represents and warrants that: (a) such Loan Party has full power, authority and legal right to enter into this Amendment to and to perform all its respective Obligations hereunder. This Amendment has been duly executed and delivered by such Loan Party, and this Amendment constitutes the legal, valid and binding obligation of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Amendment (a) are within such Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms of such Loan Party’s Organizational Documents or to the conduct of such Loan Party’s business or of any Material Contract or undertaking to which such Loan Party is a party or by which such Loan Party is bound, (b) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth on Schedule 5.1 to the Credit Agreement, all of which will have been duly obtained, made or compiled prior to the date hereof and which are in full force and effect, except where the failure to obtain such Consents would not be reasonably be expected to result in a Material Adverse Change, and (d) will not result in the creation of any Lien, except Permitted Encumbrances, upon any asset of such Loan Party under the provisions of any agreement, instrument, or other document to which such Loan Party is a party or by which it or its property is a party or by which it may be bound; (b) after giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Credit Agreement and the Other Documents will be true and correct in all material respects (except to the extent already qualified by materiality in which case they shall be true and correct in all respects) as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties will be been true and correct in all material respects (except to the extent already qualified by materiality in which case they shall be true and correct in all respects) as of such earlier date; and (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing on the date hereof or will occur after giving effect to this Amendment on the date hereof. 9 6. Reference to and Effect on the Credit Agreement and the Other Documents . (a) Upon and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified and amended hereby. (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Agent under the Credit Agreement or any of the Other Documents, nor constitute a waiver of any provision of the Credit Agreement or any of the Other Documents. (c) To the extent that any terms and conditions in any of the Other Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby. 7. Integration . This Amendment, together with the Credit Agreement and the Other Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. 8. Severability . If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible. 9. Guarantor’s and Grantor’s Acknowledgment . (a) With respect to the amendments to the Credit Agreement effected by this Amendment, each Guarantor hereby acknowledges and agrees to this Amendment and each Loan Party confirms and agrees that its guaranty and any Other Document to which it is a party (as modified and supplemented in connection with this Amendment) is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Other Document, as applicable, to the Credit Agreement, “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. (b) To secure the prompt payment and performance of the Obligations to Agent, each other Secured Party, and each holder of any Obligations, the Loan Parties reconfirm the prior collateral assignment, pledge and grant pursuant to the Credit Agreement and the applicable Other Documents of a continuing security interest in and Lien on all of the Collateral of the Loan Parties, whether now owned or existing or hereafter created, acquired or arising and wherever located. 10. Reaffirmation of Existing Financing Agreements . Except as modified by the terms hereof, all of the terms and conditions of the Credit Agreement and all other of the Other Documents, are hereby reaffirmed and shall continue in full force and effect as therein written. 11. Miscellaneous . (a) No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary. (b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof. 10 (c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought. (d) Sections 12.3 (Jury Waiver) and 16.1 (Governing Law) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. (e) This Amendment may be executed in any number of and by different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto. (f) This Amendment is an “Other Document” under the Credit Agreement. 12. Release . Borrower hereby acknowledges and agrees that, as of the Third Amendment Effective Date: (a) it does not have any claim or cause of action against Agent (or any of the Lenders, or any of the Lenders’ Affiliates’, officers, directors, employees, attorneys, consultants or agents) arising out of the Credit Agreement and/or the Other Documents and (b) each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under the Credit Agreement and the Other Documents. Notwithstanding the foregoing, the Lenders wish (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Lenders’ rights, interests, security and/or remedies under the Credit Agreement and the Other Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, Borrower (for itself and each of the other Loan Parties and the successors, assigns, heirs and representatives of each of the foregoing) (each a “ Releasor ” and collectively, the “ Releasors ”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Lenders and their Affiliates, officers, directors, employees, attorneys, consultants and agents (each a “ Released Party ” and collectively, the “ Released Parties ”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the date hereof arising out of, connected with or related in any way to this Amendment, the Credit Agreement or any Other Document. [Signature Pages Follow] 11 IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written. LOAN PARTIES WORTHINGTON STEEL, INC. By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer WORTHINGTON WSP, LLC By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer TEMPEL STEEL COMPANY, LLC By: /s/ Dan Magnussen Name: Dan Magnussen T DO B, LLC By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer TEMPEL CANADA COMPANY By: /s/ Joseph Y. Heuer Name: Joseph Y. Heuer Title: General Counsel TEMPEL DE MEXICO, S. DE R.L. DE C.V. By: /s/ Rebecca May Schroeder Name: Rebecca May Schroeder Title: Attorney-in-fact Signature Page to Third Amendment to Revolving Credit and Security Agreement WORTHINGTON STEEL ROME, LLC By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer THE WORTHINGTON STEEL COMPANY, LLC By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer THE WORTHINGTON STEEL COMPANY By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer WORTHINGTON TAYLOR, LLC By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer CLEVELAND PICKLING, INC. By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer WS MEXICO HOLDINGS, LLC By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer Signature Page to Third Amendment to Revolving Credit and Security Agreement WORTHINGTON STEEL SERVICES, LLC By: /s/ Dan Magnussen Name: Dan Magnussen Title: Treasurer WORTHINGTON STEEL HQ, LLC By: /s/ Joseph Y. Heuer Name: Joseph Y. Heuer Title: General Counsel and Secretary Signature Page to Third Amendment to Revolving Credit and Security Agreement AGENT AND LENDER PNC BANK, NATIONAL ASSOCIATION By: /s/ Todd Milenius Name: Todd Milenius Title: Senior Vice President Signature Page to Third Amendment to Revolving Credit and Security Agreement LENDER: WELLS FARGO BANK, N.A. By: /s/ Olesya Mitkevych Name: Olesya Mitkevych Title: Executive Director Signature Page to Third Amendment to Revolving Credit and Security Agreement LENDER: BANK OF AMERICA, N.A. By: /s/ Matthew Bourgeois Name: Matthew Bourgeois Title: Senior Vice President Signature Page to Third Amendment to Revolving Credit and Security Agreement LENDER: GOLDMAN SACHS BANK USA By: /s/ Elizabeth Tosin Name: Elizabeth Tosin Title: Authorized Signatory Signature Page to Third Amendment to Revolving Credit and Security Agreement LENDER: CIBC BANK USA By: /s/ James Belletire Name: James Belletire Title: Managing Director Signature Page to Third Amendment to Revolving Credit and Security Agreement LENDER: CITIBANK, N.A. By: /s/ Justin Park Name: Justin Park Title: Authorized Signatory Signature Page to Third Amendment to Revolving Credit and Security Agreement LENDER: THE NORTHERN TRUST COMPANY By: /s/ Jack Stibich Name: Jack Stibich Title: Vice President Signature Page to Third Amendment to Revolving Credit and Security Agreement LENDER: FIRST NATIONAL BANK OF PA By: /s/ Connor Lent Name: Connor Lent Title: Officer Signature Page to Third Amendment to Revolving Credit and Security Agreement Exhibit A Schedule 5.21 [see attached]

Document text

EX-10.2 · d435492dex102.htm

EX-10.2
 4
 d435492dex102.htm
 EX-10.2

 Exhibit 10.2

 Execution Version

 THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

 This Third Amendment to Revolving Credit and Security Agreement (this “ Amendment ”) is made as of June 1, 2026, by and
among WORTHINGTON STEEL, INC., an Ohio corporation (“ Worthington Steel ” or “ Borrower ”), WORTHINGTON WSP, LLC, a Michigan limited liability company (“ WSP ”), TEMPEL STEEL COMPANY, LLC, an
Illinois limited liability company (“ Tempel ”), T DO B, LLC, an Illinois limited liability company (“ T DO B ”), TEMPEL CANADA COMPANY, a Nova Scotia company (“ Tempel Canada ”), TEMPEL DE MEXICO,
S. DE R.L. DE C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital Variable (“ Tempel Mexico ”), WORTHINGTON STEEL ROME, LLC, an Ohio limited liability company (“ Rome ”), THE WORTHINGTON STEEL COMPANY,
LLC, an Ohio limited liability company (“ Worthington Company ”), THE WORTHINGTON STEEL COMPANY, an Ohio corporation (“ Steel Company ”), WORTHINGTON TAYLOR, LLC, a Michigan limited liability company
(“ Taylor ”), CLEVELAND PICKLING, INC., a Delaware corporation (“ Cleveland ”), WS MEXICO HOLDINGS, LLC, an Ohio limited liability company (“ Mexico Holdings ”), WORTHINGTON STEEL SERVICES, LLC, an
Ohio limited liability company (“ Steel Services ”), WORTHINGTON STEEL HQ, LLC, an Ohio limited liability company (“ Worthington HQ ”, and together with Worthington Steel, WSP, Tempel, T DO B, Tempel Canada, Tempel
Mexico, Rome, Worthington Company, Steel Company, Taylor, Cleveland, Mexico Holdings and Steel Services, together with such other Persons as may hereafter become a Borrower thereunder and such other Persons as may hereafter become a Guarantor
thereunder, collectively, the “ Loan Parties ” and each an individual “ Loan Party ”), the Required Lenders (as defined in the Credit Agreement (as defined below)) signatory hereto (together with the other Lenders
(as defined in the Credit Agreement) and any other financial institutions as may hereafter become a lender thereunder, collectively, the “ Lenders ” and each an individual “ Lender ”), and PNC BANK, NATIONAL
ASSOCIATION (“ PNC ”), as a Lender and agent for the Lenders (in such capacity, “ Agent ”).

 BACKGROUND
 A. On
November 30, 2023, the Loan Parties, the Lenders, and Agent entered into, inter alia , that certain Revolving Credit and Security Agreement (as amended, restated, amended and restated, modified, renewed, extended, replaced or substituted
from time to time prior to the date hereof, the “ Credit Agreement ”). All capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement as amended hereby. In the case
of a direct conflict between the provisions of the Credit Agreement and the provisions of this Amendment, the provisions hereof shall prevail.

 B. Loan Parties have requested, and the Required Lenders and Agent have agreed, subject to the terms and conditions of this Amendment, to
amend certain terms and provisions contained in the Credit Agreement, in each case, as set forth herein.
 NOW, THEREFORE, with the
foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

 1. Amendments to Credit Agreement . Upon the Third Amendment Effective Date, the Credit Agreement is amended as follows:

 (a) The last sentence of the definition of “Eligible Equipment Option Exercise” shall be amended and restated in its entirety as
follows:
 The Eligible Equipment Option Exercise shall not be available on or after the Third Amendment Effective Date.

 (b) Clause (v) of the definition of “Excluded Property” contained in
Section 1.2 of the Credit Agreement shall be amended and restated in its entirety as follows:
 (v) any asset described in the
definition of “Third Amendment Collateral” that does not constitute Term Loan Priority Collateral (as defined in the Term Loan Intercreditor Agreement) pursuant to documentation evidencing Indebtedness incurred pursuant to clause
(t) of the definition of “Permitted Indebtedness” herein;
 (c) Clause (t)(ii)(x)(C) of the definition of “Permitted
Indebtedness” contained in Section 1.2 of the Credit Agreement shall be amended and restated in its entirety as follows:
 (C)
first (1st) priority Liens against assets owned by Worthington Germany or Worthington Germany Holdco, in each case subject to Permitted Encumbrances and as more fully set forth in an intercreditor agreement substantially the form attached hereto as
Exhibit 1.2(c)(i) (provided that each of the Lenders expressly authorizes the Agent to enter into such intercreditor agreement without the further consent of any Lender)

 (d) The definition of “U.S. Collateral” contained in Section 1.2 of the Credit Agreement shall be amended and restated in its
entirety as follows:
 “ U.S. Collateral ” shall mean and include all right, title and interest of each
Domestic Loan Party in all of the following property and assets of such Domestic Loan Party, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:

 (a) all Receivables;

 (b) all Books;

 (c) all Chattel Paper;

 (d) all Commercial Tort Claims now or hereafter described on Schedule 5.21;

 (e) all Deposit Accounts;

 (f) all Equipment;

 (g) all Farm Products;

 (h) all Fixtures;

 (i) all General Intangibles;

 (j) all Insurance;

 (k) all Instruments;

 (l) all Inventory;

 (m) all Investment Property;

 (n) all Intellectual Property and Intellectual Property Licenses;

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 (o) all
 Letter-of-Credit Rights;
 (p) all
Negotiable Collateral (including all Pledged Notes);
 (q) all Pledged Interests (including all Pledged Operating Agreements
and Pledged Partnership Agreements);
 (r) all Securities Accounts;

 (s) all Supporting Obligations;

 (t) all money (including cash collateral referred to in the definition of “Cash Collateralize” or in
Section 3.2(b) hereof), Cash Equivalents, or other assets of such Domestic Loan Party that now or hereafter come into the possession, custody, or control of the Agent (or its agent or designee) or any other Secured Party;

 (u) all Goods not otherwise described above; and

 (v) all of the Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance
or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Receivables, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property,
Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the
proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all
proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any
of the foregoing (the “ Collateral Proceeds ”). Without limiting the generality of the foregoing, the term “Collateral Proceeds” includes whatever is receivable or received when Investment Property or proceeds are sold,
exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Domestic Loan Party or the Agent from time to time with respect to any of the
Investment Property.
 Notwithstanding the foregoing, U.S. Collateral shall not include any Excluded Property.

 (e) Section 1.2 of the Credit Agreement shall be amended to add the following new defined terms in the appropriate alphabetical order:

 “ Books ” shall have the meaning given to that term in the Uniform Commercial Code.

 “ Drafts ” shall have the meaning given to that term in the Uniform Commercial Code.

 “ Farm Products ” shall have the meaning given to that term in the Uniform Commercial Code.

 “ Fixtures ” shall have the meaning given to that term in the Uniform Commercial Code.

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 “ Insurance ” shall mean (a) all insurance policies covering any or
all of the U.S. Collateral (regardless of whether the Agent is the loss payee thereof) and (b) any key man life insurance policies.

 “ Intellectual Property Licenses ” shall mean, with respect to any Person (the “ Specified Party ”), (a) any
licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (b) any licenses or other similar rights provided to any other Person in or with respect
to Intellectual Property owned or controlled by the Specified Party, in each case, including (x) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (y) the license agreements listed
on Schedule 5.21, and (z) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Lenders’ rights under the Other Documents.

 “ Investment Property ” shall mean (a) any and all investment property (as that term is defined in the Uniform Commercial
Code), and (b) any and all of the following (regardless of whether classified as investment property under the Uniform Commercial Code): all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

 “ Negotiable Collateral ” shall mean Letters of Credit,
 Letter-of-Credit Rights, Instruments, Promissory Notes, Drafts and Documents.

 “ Pledged Companies ” shall mean each Person listed on Schedule 5.21 as a “Pledged Company”, together with each
other Person, all or a portion of whose Equity Interests that constitute U.S. Collateral are acquired or otherwise owned by a Domestic Loan Party after the Third Amendment Effective Date.

 “ Pledged Interests ” shall mean all of each Domestic Loan Party’s right, title and interest in and to all of the Equity
Interests constituting U.S. Collateral now owned or hereafter acquired by such Domestic Loan Party, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds
thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other
rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, all voting and
management rights and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

 “ Pledged Notes ” shall mean all Promissory Notes or other debt securities owned by any Domestic Loan Party (in the case of
any such Promissory Note or debt securities issued by any Person other than a Domestic Loan Party or an Affiliate of a Domestic Loan Party, with a principal amount in excess of $5,000,000), including the Mexican Intercompany Note.

 “ Pledged Operating Agreements ” means all of each Domestic Loan Party’s rights, powers, and remedies under the limited
liability company operating agreements of each of the Pledged Companies that are limited liability companies.

 4

 “ Pledged Partnership Agreements ” means all of each Domestic Loan
Party’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

 “ Promissory Notes ” shall have the meaning given to that term in the Uniform Commercial Code.

 “ Term Loan Intercreditor Agreement ” shall mean that certain Intercreditor Agreement dated as of the June 1, 2026, by
and among the Agent, Wells Fargo Bank, National Association and the Loan Parties.
 “ Third Amendment Collateral ” shall
have the meaning set forth in Section 4.1 hereof.
 “ Third Amendment Effective Date ” shall have the meaning set
forth in that certain Third Amendment to Revolving Credit and Security Agreement dated as of June 1, 2026, by and among the Loan Parties, the lenders party thereto, and the Agent.

 “ Worthington Germany Holdco ” shall mean Worthington Steel Holding GmbH, a German limited liability company ( Gesellschaft
mit beschr&auml;nkter Haftung, GmbH ).
 (f) Section 2.1(a)(y)(ii) of the Credit Agreement shall be amended and restated in its
entirety as follows:
 [reserved],

 (g) Section 4.1 of the Credit Agreement shall be amended to add the following new sentence in its entirety after the first sentence therein:

 For the avoidance of doubt, to secure the prompt payment and performance of the Secured Obligations, as of the Third
Amendment Effective Date, each Domestic Loan Party hereby assigns, pledges and grants to Agent, for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all
of its U.S. Collateral which was not included in the definition of “U.S. Collateral” on or before the Third Amendment Effective Date (the “ Third Amendment Collateral ”), whether now owned or existing or hereafter
created, acquired or arising and wheresoever located.
 (h) Section 4.10 of the Credit Agreement shall be amended and restated in its
entirety as follows:
 4.10. Maintenance of Equipment . The Domestic Loan Parties’ Equipment shall be maintained in good
operating condition and repair (ordinary wear and tear excepted) and all replacements of and repairs thereto necessary for the conduct of such Domestic Loan Party’s business shall be made, except as such action or inaction would not reasonably
be expected to result in a Material Adverse Change. No Domestic Loan Party shall use or operate its Equipment in violation of any Applicable Law, except to the extent such violation would not reasonably be expected to result in a Material Adverse
Change.
 (i) Article IV of the Credit Agreement shall be amended by adding the following new Section 4.14 immediately following
Section 4.13 thereof:

 5

 4.14. Investment Property Collateral .

 (a) Each Domestic Loan Party has the right to transfer all Investment Property constituting Collateral owned by such Domestic
Loan Party free of any Liens (other than Permitted Encumbrances) and will use commercially reasonable efforts to defend its title to such Investment Property against the claims of all Persons. Each Domestic Loan Party shall, in each case solely to
the extent that such Equity Interests constitute Collateral, (i) ensure that each operating agreement, limited partnership agreement and any other similar agreement does not prohibit Agent’s Lien on such Equity Interests of wholly-owned
Subsidiaries (other than Foreign Subsidiaries) arising thereunder, foreclosure of Agent’s Lien and admission of any transferee as a member, limited partner or other applicable equity holder thereunder and (ii) use commercially reasonable
efforts to provide that, to the extent not in existence on the Third Amendment Effective Date, each operating agreement, limited partnership agreement and any other similar agreement with respect to any Foreign Subsidiary or non-wholly-owned Subsidiary, in each case, whose Equity Interests constitute Collateral, does not prohibit Agent’s Lien on such Investment Property of such Domestic Loan Party arising thereunder, foreclosure
of Agent’s Lien and admission of any transferee as a member, limited partner or other applicable equity holder thereunder.

 (b) Each Domestic Loan Party shall, if its Investment Property constituting Collateral includes securities or any other
financial or other asset maintained in a securities account, use commercially reasonable efforts to cause the custodian with respect thereto to execute and deliver a notification and control agreement or other applicable agreement satisfactory to
Agent in its Permitted Discretion in order to perfect and protect Agent’s Lien in such Investment Property.
 (c)
Except as set forth in Article XI hereof, (i) the Loan Parties will have the right to exercise all voting rights with respect to the Investment Property and (ii) the Loan Parties will have the right to receive all cash dividends and
distributions, interest and premiums declared and paid on the Investment Property to the extent otherwise permitted under this Agreement. In the event any additional Equity Interests constituting Collateral are issued to any Domestic Loan Party as a
stock dividend or distribution or in lieu of interest on any of such Investment Property, as a result of any split of any of such Investment Property, by reclassification or otherwise, any certificates evidencing any such additional shares will be
delivered to Agent (subject to the terms of the Term Loan Intercreditor Agreement) within ten (10) Business Days and such shares will be subject to this Agreement and a part of such Investment Property to the same extent as the original
Investment Property.
 (j) Section 5.21 of the Credit Agreement shall be amended and restated in its entirety as follows:

 5.21. Equity Interests . The authorized and outstanding Equity Interests of each Pledged Company, and each legal and beneficial holder
thereof as of the Third Amendment Effective Date, are as set forth on Schedule 5.21 hereto. All of the Equity Interests constituting Collateral of each Pledged Company have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing
the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Pledged Company or any of the
shareholders of any Pledged Company is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity
Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, the Pledged Companies have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire
such shares or securities convertible into or exchangeable for such shares.

 6

 (k) Section 5.23 of the Credit Agreement shall be amended and restated in its entirety
as follows:
 5.23. Investment Property Collateral . (a) There are no restrictions on the pledge or transfer of any of the Equity
Interests constituting Collateral of the Pledged Companies other than restrictions referenced on the face of any certificates evidencing such Equity Interests, restrictions under Applicable Law or restrictions stated in the Organizational Documents
of such Pledged Company with respect thereto, as applicable; (b) each Domestic Loan Party is the legal owner of the Investment Property pledged by it hereunder, which is registered in the name of such Domestic Loan Party, a custodian or a
nominee; (c) the Investment Property pledged hereunder is free and clear of any Liens except for Permitted Encumbrances which, in the case of any such Investment Property constituting certificated securities, other than pursuant to the terms of
the Term Loan Intercreditor Agreement, do not have priority over the Liens of Agent thereon; (d) the pledge of and grant of the security interest in the Investment Property constituting Collateral is effective to vest in Agent a valid security
interest therein; and (e) none of the Organizational Documents or other agreements governing any Investment Property pledged hereunder provide that such Investment Property governed thereby are securities governed by Article 8 of the Uniform
Commercial Code as in effect in any relevant jurisdiction.
 (l) Section 11.1 of the Credit Agreement is hereby amended by
(i) renumbering the existing language as clause (a), and (ii) adding a new clause (b) immediately thereafter as follows:

 (b) Without limiting any other provision hereof:

 (i) At any bona fide public sale, and to the extent permitted by Applicable Law, at any private sale, Agent shall be free to
purchase all or any part of the Investment Property constituting Collateral. Any such sale may be on cash or credit. Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to
persons that will represent and agree that they are purchasing the Investment Property for their own account in compliance with Regulation D of the Securities Act or any other applicable exemption available under the Securities Act. Agent will not
be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given. Agent may adjourn any sale and sell at the time and place to which the sale is adjourned. If such Investment Property is
customarily sold on a recognized market or threatens to decline speedily in value, Agent may sell such Investment Property at any time without giving prior notice to any Loan Party or other Person.

 (ii) Each Loan Party recognizes that Agent may be unable to effect or cause to be effected a public sale of such Investment
Property by reason of certain prohibitions of the Securities Act, so that Agent may be compelled to resort to one or more private sales to a restricted group of purchasers that will be obligated to agree, among other things, to acquire such
Investment Property for their own account, for investment and without a view to the distribution or resale thereof. Each Loan Party understands that private sales so made may be at prices and on other terms less favorable to the seller than if such
Investment Property were sold at public sales, and agrees that Agent has no obligation to delay or agree

 7

to delay the sale of any of such Investment Property for the period of time necessary to permit the issuer of the securities which are part of the Investment Property (even if the issuer would
agree), to register such securities for sale under the Securities Act. Each Loan Party agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.

 (iii) Subject to the terms of the Term Loan Intercreditor Agreement, the proceeds arising from the disposition of such
Investment Property after deducting expenses incurred by Agent will be applied to the Obligations pursuant to Section 11.5 hereof. If any excess remains after the discharge of all of the Obligations, the same will be paid to the applicable Loan
Party or to any other Person that may be legally entitled thereto.
 At any time after the occurrence and during the
continuance of an Event of Default (A) Agent may transfer any or all of the Investment Property constituting Collateral into its name or that of its nominee and may exercise all voting rights with respect to such Investment Property, but no
such transfer shall constitute a taking of such Investment Property in satisfaction of any or all of the Obligations, and (B) Agent shall be entitled to receive, for application to the Obligations, all cash or stock dividends and distributions,
interest and premiums declared or paid on such Investment Property.
 (m) A new Schedule 5.21 shall be added to the Credit Agreement in the
form attached hereto as Exhibit A.
 2. Conditions Precedent . This Amendment shall be effective upon the date of satisfaction of the
following conditions precedent (the “ Third Amendment Effective Date ” (it being understood and agreed that the Third Amendment Effective Date is June 1, 2026)) (all documents and deliverables to be in form and substance
satisfactory to Agent):
 (a) Agent shall have received this Amendment, duly authorized, executed and delivered by each Loan Party and
Required Lenders;
 (b) Worthington Steel shall have certified (which it hereby does pursuant to its signature to this Amendment) that the
representation set forth in Section 5(c) is true and correct on the Third Amendment Effective Date;
 (c) Agent shall have received
the Credit Agreement dated as of the date hereof (the “ Term Loan Agreement ”), by and among Worthington Steel, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the
“ Term Loan Agent ”), duly authorized, executed and delivered by the parties thereto;
 (d) Agent shall have received the
Guaranty and Security Agreement dated as of the date hereof, by the Loan Parties party thereto in favor of the Term Loan Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto;

 (e) Agent shall have received that certain Trademark Security Agreement dated as of the date hereof, by certain Loan Parties in favor of the
Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto;
 (f) Agent shall have received
that certain Patent Security Agreement dated as of the date hereof, by certain Loan Parties in favor of the Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto;

 8

 (g) Agent shall have received the Term Loan Intercreditor Agreement, duly authorized,
executed and delivered by the parties thereto; and
 (h) Agent shall have received the written opinion of counsel for the Domestic Loan
Parties with respect to this Amendment, dated as of the date hereof, for the benefit of Agent and each Lender.
 3. Acknowledgement of
Lenders . The Lenders party hereto hereby acknowledge and agree that the granting of the Liens on the Third Amendment Collateral as provided herein satisfies all requirements of clause (t)(iii)(2) of the definition of “Permitted
Indebtedness”.
 4. Payment of Fees and Expenses . The Loan Parties shall pay or reimburse Agent for all reasonable and
documented fees owing to Agent and reasonable and documented out-of-pocket expenses (including reasonable and documented attorneys’ fees) incurred in connection
with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.
 5.
 Representations and Warranties . Each Loan Party hereby represents and warrants that:
 (a) such Loan Party has full power, authority
and legal right to enter into this Amendment to and to perform all its respective Obligations hereunder. This Amendment has been duly executed and delivered by such Loan Party, and this Amendment constitutes the legal, valid and binding obligation
of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and
performance of this Amendment (a) are within such Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms
of such Loan Party’s Organizational Documents or to the conduct of such Loan Party’s business or of any Material Contract or undertaking to which such Loan Party is a party or by which such Loan Party is bound, (b) will not conflict
with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth
on Schedule 5.1 to the Credit Agreement, all of which will have been duly obtained, made or compiled prior to the date hereof and which are in full force and effect, except where the failure to obtain such Consents would not be reasonably be
expected to result in a Material Adverse Change, and (d) will not result in the creation of any Lien, except Permitted Encumbrances, upon any asset of such Loan Party under the provisions of any agreement, instrument, or other document to which
such Loan Party is a party or by which it or its property is a party or by which it may be bound;
 (b) after giving effect to this
Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Credit Agreement and the Other Documents will be true and correct in all material respects (except to the extent already qualified by materiality in
which case they shall be true and correct in all respects) as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties will
be been true and correct in all material respects (except to the extent already qualified by materiality in which case they shall be true and correct in all respects) as of such earlier date; and

 (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing on the date hereof or will occur
after giving effect to this Amendment on the date hereof.

 9

 6. Reference to and Effect on the Credit Agreement and the Other Documents .

 (a) Upon and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified and amended hereby.

 (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of Agent under the Credit Agreement or any of the Other Documents, nor constitute a waiver of any provision of the Credit Agreement or any of the Other Documents.

 (c) To the extent that any terms and conditions in any of the Other Documents shall contradict or be in conflict with any terms or conditions
of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

 7. Integration . This Amendment, together with the Credit Agreement and the Other Documents, incorporates all negotiations of the
parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

 8. Severability . If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision
shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

 9. Guarantor’s and Grantor’s Acknowledgment .

 (a) With respect to the amendments to the Credit Agreement effected by this Amendment, each Guarantor hereby acknowledges and agrees to this
Amendment and each Loan Party confirms and agrees that its guaranty and any Other Document to which it is a party (as modified and supplemented in connection with this Amendment) is and shall continue to be in full force and effect and is hereby
ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Other Document, as applicable, to the Credit Agreement, “thereunder,”
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment.

 (b) To secure the prompt payment and performance of the Obligations to Agent, each other Secured Party, and each holder of any Obligations,
the Loan Parties reconfirm the prior collateral assignment, pledge and grant pursuant to the Credit Agreement and the applicable Other Documents of a continuing security interest in and Lien on all of the Collateral of the Loan Parties, whether now
owned or existing or hereafter created, acquired or arising and wherever located.
 10. Reaffirmation of Existing Financing
Agreements . Except as modified by the terms hereof, all of the terms and conditions of the Credit Agreement and all other of the Other Documents, are hereby reaffirmed and shall continue in full force and effect as therein written.

 11. Miscellaneous .
 (a)
No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.
 (b) The
headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

 10

 (c) No modification hereof or any agreement referred to herein shall be binding or
enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.
 (d) Sections 12.3 (Jury Waiver) and
16.1 (Governing Law) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
 (e) This Amendment may be executed
in any number of and by different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by
facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.

 (f) This Amendment is an “Other Document” under the Credit Agreement.

 12. Release . Borrower hereby acknowledges and agrees that, as of the Third Amendment Effective Date: (a) it does not have any
claim or cause of action against Agent (or any of the Lenders, or any of the Lenders’ Affiliates’, officers, directors, employees, attorneys, consultants or agents) arising out of the Credit Agreement and/or the Other Documents and
(b) each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under the Credit Agreement and the Other Documents. Notwithstanding the foregoing, the Lenders wish (and Borrower agrees) to
eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Lenders’ rights, interests, security and/or remedies under the Credit Agreement and the Other
Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, Borrower (for itself and each of the other Loan Parties and the successors, assigns, heirs and representatives
of each of the foregoing) (each a “ Releasor ” and collectively, the “ Releasors ”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Lenders and their Affiliates,
officers, directors, employees, attorneys, consultants and agents (each a “ Released Party ” and collectively, the “ Released Parties ”) from any and all debts, claims, obligations, damages, costs, attorneys’
fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract,
tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the date hereof
arising out of, connected with or related in any way to this Amendment, the Credit Agreement or any Other Document.
 [Signature Pages
Follow]

 11

 IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.

 LOAN PARTIES

 WORTHINGTON STEEL, INC.

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 WORTHINGTON WSP, LLC

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 TEMPEL STEEL COMPANY, LLC

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 T DO B, LLC

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 TEMPEL CANADA COMPANY

 By:

 /s/ Joseph Y. Heuer

 Name:

 Joseph Y. Heuer

 Title:

 General Counsel

 TEMPEL DE MEXICO, S. DE R.L. DE C.V.

 By:

 /s/ Rebecca May Schroeder

 Name:

 Rebecca May Schroeder

 Title:

 Attorney-in-fact

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 WORTHINGTON STEEL ROME, LLC

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 THE WORTHINGTON STEEL COMPANY, LLC

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 THE WORTHINGTON STEEL COMPANY

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 WORTHINGTON TAYLOR, LLC

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 CLEVELAND PICKLING, INC.

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 WS MEXICO HOLDINGS, LLC

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 WORTHINGTON STEEL SERVICES, LLC

 By:

 /s/ Dan Magnussen

 Name:

 Dan Magnussen

 Title:

 Treasurer

 WORTHINGTON STEEL HQ, LLC

 By:

 /s/ Joseph Y. Heuer

 Name:

 Joseph Y. Heuer

 Title:

 General Counsel and Secretary

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 AGENT AND LENDER

 PNC BANK, NATIONAL ASSOCIATION

 By:

 /s/ Todd Milenius

 Name:

 Todd Milenius

 Title:

 Senior Vice President

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 LENDER:

 WELLS FARGO BANK, N.A.

 By:

 /s/ Olesya Mitkevych

 Name:

 Olesya Mitkevych

 Title:

 Executive Director

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 LENDER:

 BANK OF AMERICA, N.A.

 By:

 /s/ Matthew Bourgeois

 Name:

 Matthew Bourgeois

 Title:

 Senior Vice President

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 LENDER:

 GOLDMAN SACHS BANK USA

 By:

 /s/ Elizabeth Tosin

 Name:

 Elizabeth Tosin

 Title:

 Authorized Signatory

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 LENDER:

 CIBC BANK USA

 By:

 /s/ James Belletire

 Name:

 James Belletire

 Title:

 Managing Director

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 LENDER:

 CITIBANK, N.A.

 By:

 /s/ Justin Park

 Name:

 Justin Park

 Title:

 Authorized Signatory

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 LENDER:

 THE NORTHERN TRUST COMPANY

 By:

 /s/ Jack Stibich

 Name:

 Jack Stibich

 Title:

 Vice President

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 LENDER:

 FIRST NATIONAL BANK OF PA

 By:

 /s/ Connor Lent

 Name:

 Connor Lent

 Title:

 Officer

 Signature Page to Third
Amendment to Revolving Credit and Security Agreement

 Exhibit A

 Schedule 5.21
 [see attached]

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