Worthington Steel, Inc. (Form: 8-K, Received: 12/05/2023 16:32:26)

Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

(a) Compensation Base Additions – Compensation shall also include the following:

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2023

WORTHINGTON STEEL, INC.

(Exact name of registrant as specified in its charter)

Ohio

001-41830

92-2632000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


100 Old Wilson Bridge Road
Columbus, Ohio		43085
(Address of principal executive offices)		(Zip Code)

(614) 438-3210

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Separation and Distribution

On December 1, 2023 (the “Distribution Date”), at 12:01 a.m., Eastern Time, the previously announced separation (the “Separation”) of Worthington Steel, Inc. (“Worthington Steel,” the “Company,” “we,” “us” or “our”) from Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.) (“Worthington Enterprises”) was completed. The Separation of Worthington Steel, which is comprised of the Steel Processing business, from Worthington Enterprises, which is comprised of the Building Products, Consumer Products and Sustainable Energy Solutions businesses, was achieved through Worthington Enterprises’ pro rata distribution of 100% of the outstanding common shares of Worthington Steel to holders of record of Worthington Enterprises common shares as of the close of business on November 21, 2023 (the “Record Date”). Each holder of record of Worthington Enterprises common shares received one common share of Worthington Steel for every one Worthington Enterprises common share held at the close of business on the Record Date (the “Distribution”). In connection with the Separation, the Company made a cash distribution of approximately $150 million to Worthington Enterprises (the “Cash Distribution”). Following the completion of the Separation, Worthington Steel became an independent, publicly traded company. On December 1, 2023, Worthington Steel’s common shares began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “WS.”

In connection with the Separation, the Company entered into several agreements with Worthington Enterprises on November 30, 2023 that, among other things, provide a framework for the Company’s relationship with Worthington Enterprises after the Separation, including the following agreements:

•

Separation and Distribution Agreement;

•

Transition Services Agreement;

•

Tax Matters Agreement;

•

Employee Matters Agreement;

•

Trademark License Agreement;

•

WBS License Agreement; and

•

Steel Supply Agreement

A summary of certain material features of the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Trademark License Agreement, the WBS License Agreement and the Steel Supply Agreement, all of which are referenced below, can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements with New Worthington” in Worthington Steel’s Information Statement, which is included as Exhibit 99.1 to Amendment No. 2 to Worthington Steel’s Registration Statement on Form 10 (File No. 001-41830) filed with the Securities and Exchange Commission on November 13, 2023 (the “Information Statement”) These summaries are incorporated by reference into this Item 1.01 in their entirety.

Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth, among other things, the agreements between the Company and Worthington Enterprises regarding the principal transactions necessary to effect the Separation and the Distribution. It also sets forth other agreements that govern certain aspects of our ongoing relationship with Worthington Enterprises after the completion of the Separation and the Distribution. The description of the Separation and Distribution Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Separation and Distribution Agreement filed as Exhibit 2.1 hereto and incorporated herein by reference.

Transition Services Agreement

The Transition Services Agreement sets forth the terms and conditions pursuant to which we and our subsidiaries and Worthington Enterprises and its subsidiaries will provide to each other various services on a transitional basis. The description of the Transition Services Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Transition Services Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

Tax Matters Agreement

The Tax Matters Agreement governs our and Worthington Enterprises’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes. The description of the Tax Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Tax Matters Agreement filed as Exhibit 10.2 hereto and incorporated herein by reference.

Employee Matters Agreement

The Employee Matters Agreement governs, among other things, our and Worthington Enterprises’ compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally allocates liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs. The description of the Employee Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Employee Matters Agreement filed as Exhibit 10.3 hereto and incorporated herein by reference.

Trademark License Agreement

The Trademark License Agreement sets forth the terms and conditions pursuant to which, among other things, we and Worthington Enterprises have granted each other a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicenseable (subject to certain limitations) and worldwide license to use certain intellectual property rights retained by the other party. The term of the Trademark License Agreement is perpetual. The description of the Trademark License Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Intellectual Property Matters Agreement filed as Exhibit 10.4 hereto and incorporated herein by reference.

WBS License Agreement

The WBS License Agreement sets forth the terms and conditions pursuant to which Worthington Enterprises has granted us a worldwide, non-exclusive, royalty-free, non-transferable license to use, solely in support of our business, the Worthington Business System. The description of the WBS License Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the WBS License Agreement filed as Exhibit 10.5 hereto and incorporated herein by reference.

Steel Supply Agreement

The Steel Supply Agreement sets forth the terms and conditions pursuant to which we will manufacture and supply to Worthington Enterprises certain flat rolled steel products ordered by Worthington Enterprises from time to time, and will provide to Worthington Enterprises certain related support services. The description of the Steel Supply Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Steel Supply Agreement filed as Exhibit 10.6 hereto and incorporated herein by reference.

Indemnification Agreements

The Company has entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements generally obligate the Company to hold harmless and indemnify such directors and executive officers against specified expenses and liabilities they may incur in the performance of their respective duties to the greatest extent permitted by Ohio law, provided that (1) such directors and executive officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful and (2) with respect to proceedings by or in the right of the Company, such directors and executive officers were not

adjudged to be liable to the Company for (a) an act or omission undertaken with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company or (b) approving unlawful loans, dividends or distributions of assets under Section 1701.95 of the Ohio Revised Code (“ORC”). The indemnification agreements also require the Company to advance expenses to a director or executive officer prior to the final disposition of a proceeding if specified conditions are satisfied. The indemnification agreements provide procedures for determining a director’s or an executive officer’s entitlement to indemnification and specify certain remedies relating to indemnification and advancement of expenses. The indemnification agreements do not exclude any other rights to indemnification or advancement of expenses to which a director or an executive officer may be entitled under Company’s articles of incorporation or code of regulations, applicable law (including the ORC), any insurance policy, any contract or otherwise. The description of the indemnification agreements set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the indemnification agreements, the form of which is filed as Exhibits 10.7 hereto and incorporated herein by reference.

Credit Facility

On November 30, 2023, the Company entered into a revolving credit and security agreement (the “Credit Agreement”) among the Company, as borrower, certain of the Company’s domestic, Canadian and Mexican subsidiaries as guarantors, the lenders party thereto, and PNC Bank, National Association, as agent for the lenders (the “Agent”). All capitalized terms used in this subsection and not otherwise defined in this subsection shall have the meanings given in the Credit Agreement.

The Credit Agreement provides for an asset-based revolving credit facility in aggregate principal amount of up to $550,000,000 (subject to a borrowing base formula), which may be increased by an amount not to exceed $200,000,000 without the consent of lenders, subject to the conditions set forth in the Credit Agreement (the “Credit Facility”). The Credit Agreement provides for swingline loans of up to $55,000,000, and the issuance of standby or commercial letters of credit of up to $55,000,000. Proceeds of the loans under the Credit Facility may be used (a) to finance the Cash Distribution, (b) to pay fees and expenses incurred in connection with the Separation and the Credit Facility and (c) for general corporate purposes and to provide working capital.

The Credit Facility is secured by a first priority lien (subject to permitted liens and certain other exceptions) on certain working capital assets of the Company and the guarantors, including accounts and inventory, but excluding intellectual property, real property and equity interests, and subject to customary exceptions.

Borrowings under the Credit Agreement bear interest, at the Company’s option, at a per annum rate equal to: (A) a base rate equal to the greatest of (i) 0%, (ii) the prime rate, (iii) the overnight bank funding rate plus 0.5% and (iv) the adjusted daily simple SOFR rate plus 1.0%, plus, in each instance, an applicable rate of 0.25%, 0.50% or 0.75%, which fluctuates based on the average undrawn availability under the Credit Facility, or (B) adjusted 1, 3 or 6-month term SOFR, subject to a floor of 0%, plus an applicable rate of 1.25%, 1.50% or 1.75%, which fluctuates based on the average undrawn availability under the Credit Facility.

The Credit Agreement matures on November 30, 2028 (unless terminated earlier in accordance with the terms thereof), and requires compliance with conditions precedent that must be satisfied prior to any borrowing. The Credit Agreement also contains various representations, warranties and covenants that the Company considers customary for such facilities.

The Credit Agreement requires the Company to, beginning at any time undrawn availability under the Credit Facility is less than the greater of (a) 10% of the then-applicable maximum borrowing amount or (b) $41,250,000, maintain a minimum consolidated fixed charge coverage ratio as of the last day of each fiscal quarter, calculated on a trailing twelve month basis, of 1.00 to 1.00. Testing of the consolidated fixed charge coverage ratio ends after undrawn availability under the Credit Facility is greater than or equal to than the greater of (a) 10% of the then-applicable maximum borrowing amount or (b) $41,250,000 for a period of 30 consecutive days. The Credit Agreement also contains various information and reporting requirements, and provides for various customary fees to be paid by the Company.

The Credit Agreement contains customary events of default, including, without limitation, events of default based on certain payment obligations, material inaccuracies of representations and warranties, covenant defaults, final judgments and orders, unenforceability of the Credit Agreement, material ERISA events, change in control, insolvency proceedings, and defaults under certain other obligations. An event of default may cause the applicable interest rate and fees to increase by 2.0% until such event of default has been cured, waived, or amended.

The foregoing is intended only to be a summary of the Credit Agreement and is qualified in its entirety by the Credit Agreement, which is attached hereto as Exhibit 10.8 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K related to the Credit Facility, including the information set forth under the subheading “Credit Facility,” is incorporated by reference in this Item 2.03.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

Immediately prior to the Distribution, the Company was a wholly owned subsidiary of Worthington Enterprises. Following the completion of the Separation and Distribution, the Company is now an independent public company and its common shares are trading under the symbol “WS” on the NYSE.

The Distribution was made to holders of record of Worthington Enterprises as of the Record Date, who received one common share of the Company for every one common share of Worthington Enterprises held as of the Record Date. The description of the Separation included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On December 1, 2023, in connection with and effective upon the consummation of the Separation, Jeff K. Klingler resigned from the Board of Directors of Worthington Steel (the “Board”). Mr. Klingler’s resignation from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Director and Officer Appointments

On December 1, 2023, in connection with and effective upon the consummation of the Separation, the size of the Board of Directors of Worthington Steel (the “Board”) was expanded from three directors to ten directors, John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler.

Biographical information for each member of the Board can be found in Worthington Steel’s Information Statement under the section entitled “Management,” which is incorporated herein by reference.

The Board is divided into three classes, denominated as class I, class II and class III. Members of each class will hold office for staggered three-year terms. The three classes are as follows:

•

Class I: Mr. Gilmore, Mr. Nelson and Mr. Stoe are class I directors, whose terms will expire at the first annual meeting of our shareholders following the completion of the distribution, which the Company expects to hold in 2024.

•

Class II: Ms. Schiavo, Mr. Chiappone and Mr. Bowsher are class II directors, whose terms expire at the second annual meeting of our shareholders following the completion of the distribution, which the Company expects to hold in 2025.

•

Class III: Mr. Blystone, Mr. McConnell, Dr. Ribeau and Ms. Mistretta are class III directors, whose terms will expire at the third annual meeting of our shareholders following the completion of the distribution, which the Company expects to hold in 2026.

In connection with their joining the Board, in addition to Mr. Nelson who had previously been appointed as a director and the Chair of the Audit Committee, certain other directors of the Company were appointed to the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board (the “Committees”), effective as of the consummation of the Separation. The current composition of the committees is as follows:


Committee		Members
Audit Committee		Charles A. Nelson (Chair) Mary Schiavo Nancy G. Mistretta

Compensation Committee		Charles M. Chiappone (Chair) George P. Stoe Jon J. Bowsher

Nominating and Corporate Governance Committee		Mary Schiavo (Chair) Jon J. Bowsher Sidney A. Ribeau

In addition, Mr. Gilmore will continue to serve as Chief Executive Officer of Worthington Steel following the Distribution. The Information Statement under the sections entitled “Management” and “Executive Compensation” contains the biographical information about and compensation information for Mr. Gilmore, respectively. Such information is incorporated by reference in this Item 5.02.

Worthington Steel, Inc. 2023 Long-Term Incentive Plan

The Worthington Steel, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”) became effective as of the Distribution Date. The 2023 LTIP provides for the issuance of 8,000,000 common shares of Worthington Steel plus the number of common shares subject to awards originally issued under either the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended, or the Worthington Industries, Inc. 2010 Stock Option Plan, as amended, that are outstanding on the Distribution Date, as adjusted pursuant to the Employee Matters Agreement, subject to adjustments as provided by the 2023 LTIP. A description of the material terms of the 2023 LTIP can be found in the Information Statement under the section entitled “Worthington Steel, Inc. 2023 Long-Term Incentive Plan Information” which is incorporated herein by reference. The description is qualified in its entirety by reference to the 2023 LTIP, which is filed as Exhibit 10.9 hereto and incorporated herein by reference.

Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors

The Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors (the “2023 Directors Equity Plan”) became effective as of the Distribution Date. The 2023 Directors Equity Plan provides for the issuance of 1,000,000 common shares of Worthington Steel plus the number of common shares subject to awards originally issued under the Worthington Industries, Inc. 2006 Equity Incentive Plan, as amended, that are outstanding on the Distribution Date, as adjusted pursuant to the Employee Matters Agreement, subject to adjustments as provided by the 2023 Directors Equity Plan. A description of the material terms of the 2023 Directors Equity Plan can be found in the Information Statement under the section entitled “Worthington Steel, Inc. 2023 Equity Incentive Plan for

Non-Employee Director Information” which is incorporated herein by reference. The description is qualified in its entirety by reference to the 2023 Directors Equity Plan, which is filed as Exhibit 10.10 hereto and incorporated herein by reference.

Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan

The Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan (the “NQDC Plan”) became effective as of the Distribution Date. The NQDC Plan is a voluntary, non-tax-qualified, unfunded deferred compensation plan available only to select highly-compensated employees for the purpose of providing deferred compensation, and thus potential tax benefits, to these employees.

Under the NQDC Plan, Worthington Steel executives may defer the payment of up to 50% of their base salary and up to 100% of their bonus and/or annual cash incentive bonus awards. Amounts deferred are credited to the participants’ bookkeeping accounts under the NQDC Plan at the time the base salary and/or bonus/annual cash incentive bonus awards would have otherwise been paid. In addition, Worthington Steel may make discretionary employer contributions to the participants’ bookkeeping accounts in the NQDC Plan.

Participants in the NQDC Plan may elect to have their bookkeeping accounts treated as invested (a) with a rate of return reflecting: (i) the returns on those investment options available under the Worthington Steel, Inc. Retirement Plan (the “Retirement Plan”); or (ii) a fixed interest rate set annually by the Worthington Steel Compensation Committee, or (b) in theoretical common shares reflecting increases or decreases in the fair market value of the common shares with dividends deemed reinvested. Any portion of a participant’s bookkeeping account credited to theoretical common shares must remain credited to theoretical common shares until distributed. Otherwise, participants in the NQDC Plan may change the investment options for their bookkeeping accounts as of the time permitted under the Retirement Plan for the same or a similar investment option.

Participants’ bookkeeping accounts in the NQDC Plan are fully vested. Payouts of amounts credited to theoretical common shares are made in whole common shares and cash in lieu of fractional shares. Payouts of amounts credited to all other investment options are made in cash. Payments will be made as of a specified date selected by the participant or, subject to the timing requirements of Section 409A of the Internal Revenue Code, when the participant is no longer employed by Worthington Steel. Payments are made either in a lump sum or in installments, all as chosen by the participant at the time the deferral is elected. The Worthington Compensation Committee may permit hardship withdrawals from a participant’s account under defined guidelines.

The NQDC Plan provides for the issuance of common shares of Worthington Steel. This description is qualified in its entirety by reference to the NQDC Plan, which is filed as Exhibit 10.11 hereto and incorporated herein by reference.

Worthington Steel, Inc. Deferred Compensation Plan for Directors

The Worthington Steel, Inc. Deferred Compensation Plan for Directors (the “Directors Deferred Compensation Plan”) became effective as of the Distribution Date. The Director Deferred Compensation Plan is a voluntary, non-tax-qualified, unfunded deferred compensation plan available for non-employee directors for the purpose of providing deferred compensation.

Under the Director Deferred Compensation Plan, non-employee directors of Worthington Steel may defer the payment of up to 100% of their directors’ fees. Amounts deferred are credited to the participants’ bookkeeping accounts under the Director Deferred Compensation Plan at the time the directors’ fees would have otherwise been paid.

Participants in the Director Deferred Compensation Plan may elect to have their bookkeeping accounts treated as invested (a) with a rate of return reflecting: (i) the returns on those investment options available under the Retirement Plan; or (ii) a fixed interest rate set annually by the Worthington Steel Compensation Committee, or (b) in theoretical common shares reflecting increases or decreases in the fair market value of the common shares with dividends deemed reinvested. Any portion of a participant’s bookkeeping account credited to theoretical common shares must remain credited to theoretical common shares until distributed. Otherwise, participants in the Director Deferred Compensation Plan may change the investment options for their bookkeeping accounts as of the time permitted under the Retirement Plan for the same or a similar investment option.

to all other investment options are made in cash. Payments will be made as of a specified date selected by the participant or when the participant no longer serves as a director of Worthington Steel. Payments are made either in a lump sum or in installments, all as chosen by the participant at the time the deferral is elected. The Worthington Compensation Committee may permit hardship withdrawals from a participant’s account under defined guidelines.

The Directors Deferred Compensation Plan provides for the issuance of common shares of Worthington Steel. This description is qualified in its entirety by reference to the Directors Deferred Compensation Plan, which is filed as Exhibit 10.12 hereto and incorporated herein by reference.

Worthington Steel, Inc. Retirement Plan

The Retirement Plan is a 401(k) plan that became effective as of the Distribution Date. The Retirement Plan permits participants to select the investment of the Retirement Plan account balance from among a menu of investments selected by the plan’s fiduciaries. As soon as administratively practicable after the Distribution Date, one of the investment options under the Retirement Plan will be a Worthington Steel common shares fund. A description of the material terms of the Retirement Plan can be found in the Information Statement under the section entitled “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Deferred Profit Sharing Plan” which is incorporated herein by reference. The description is qualified in its entirety by reference to the Retirement Plan, which is filed as Exhibit 10.13 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Separation, at 11:59 p.m., Eastern Time, on November 30, 2023, the Company’s Amended Articles of Incorporation and Amended Regulations became effective. A summary of the Amended Articles of Incorporation and Amended Regulations is included in the Information Statement under the heading “Description of Capital Stock,” which is incorporated by reference in this Item 5.03.

The foregoing descriptions of these amendments and are not complete and are subject to, and qualified in their entirety by, the complete text of the Amended Articles of Incorporation and Amended Regulations which are filed with this Current Report on Form 8-K as Exhibits 3.1 and 3.2, each of which is incorporated by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2.1		Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

3.1		Amended Articles of Incorporation of Worthington Steel, Inc.

3.2		Amended Regulations of Worthington Steel, Inc.

10.1		Transition Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

10.2		Tax Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

10.3		Employee Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

10.4		Trademark License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

10.5		WBS License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

10.6+		Steel Supply Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

10.7		Form of Indemnification Agreement

10.8		Revolving Credit and Security Agreement, dated November 30, 2023, by and among Worthington Steel, Inc., the other guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as Agent

10.9		Worthington Steel, Inc. 2023 Long-Term Incentive Plan

10.10		Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors

10.11		Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan

10.12		Worthington Steel, Inc. Deferred Compensation Plan for Directors

10.13		Worthington Steel, Inc. Retirement Plan

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+	Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 5, 2023


WORTHINGTON STEEL, INC.

By:		/s/ Michaune D. Tillman
		Name: Michaune D. Tillman
		Title: Vice President – General Counsel and Secretary

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF NOVEMBER 30, 2023

TABLE OF CONTENTS


		Page
ARTICLE I. DEFINITIONS			2

1.1	Definitions		2
1.2	Interpretation		14

ARTICLE II. SEPARATION			14

2.1	Transfers of Assets and Assumptions of Liabilities; Worthington Steel Assets; Worthington Assets		14
2.2	Nonassignable Contracts and Permits		19
2.3	Termination of Intercompany Agreements		20
2.4	Treatment of Shared Contracts and Shared Permits		21
2.5	Bank Accounts; Cash Balances; Misdirected Payments		21
2.6	Worthington Steel Loan Documents; New Worthington Loan Documents; Worthington Steel Share Issuance; Worthington Steel Cash Distribution		23
2.7	Misallocated Assets and Liabilities		24
2.8	Disclaimer of Representations and Warranties		25

ARTICLE III. COMPLETION OF THE DISTRIBUTION			26

3.1	Actions Prior to the Distribution		26
3.2	Effecting the Distribution		27
3.3	Conditions to the Distribution		28
3.4	Sole Discretion		29

ARTICLE IV. DISPUTE RESOLUTION			30

4.1	General Provisions		30
4.2	Negotiation by Senior Executives		31
4.3	Arbitration		31

ARTICLE V. MUTUAL RELEASES; INDEMNIFICATION; COOPERATION; INSURANCE			32

5.1	Release of Claims Prior to Distribution		32
5.2	Indemnification by New Worthington		34
5.3	Indemnification by Worthington Steel		35
5.4	Indemnification Obligations Net of Insurance Proceeds		36
5.5	Procedures for Indemnification of Third-Party Claims		37
5.6	Additional Matters		40
5.7	Survival of Indemnities		41
5.8	Right of Contribution		41
5.9	Covenant Not to Sue (Liabilities and Indemnity)		42
5.10	No Impact on Third Parties		42


5.11	No Cross-Claims or Third-Party Claims	42
5.12	Severability	43
5.13	Specified Ancillary Agreements	43
5.14	Exclusivity	43
5.15	Cooperation in Defense and Settlement	43
5.16	Insurance Matters	44
5.17	Guarantees, Letters of Credit and Other Obligations	46

ARTICLE VI. EXCHANGE OF INFORMATION; CONFIDENTIALITY		47

6.1	Agreement for Exchange of Information	47
6.2	Ownership of Information	47
6.3	Compensation for Providing Information	47
6.4	Record Retention	48
6.5	Limitations of Liability	48
6.6	Other Agreements Providing for Exchange of Information	49
6.7	Auditors and Audits	49
6.8	Privileged Matters	50
6.9	Confidentiality	52
6.10	Protective Arrangements	54
6.11	Witness Services	54
6.12	Personal Data	54

ARTICLE VII. FURTHER ASSURANCES AND ADDITIONAL COVENANTS		55

7.1	Further Assurances	55
7.2	Performance	56
7.3	No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities	56
7.4	Mail Forwarding	57
7.5	Non-Disparagement	57
7.6	Non-Solicitation Covenant	57
7.7	Order of Precedence	57
7.8	New Worthington Marks	57

ARTICLE VIII. INTELLECTUAL PROPERTY LICENSES		58

8.1	License to Worthington Steel	58
8.2	License to Worthington	60

ARTICLE IX. TERMINATION		62

9.1	Termination	62
9.2	Effect of Termination	62


ARTICLE X. MISCELLANEOUS		62

10.1	Counterparts; Entire Agreement; Corporate Power	62
10.2	Governing Law	63
10.3	Assignability	63
10.4	Third-Party Beneficiaries	63
10.5	Notices	64
10.6	Severability	64
10.7	Force Majeure	65
10.8	Press Release	65
10.9	Expenses	65
10.10	Late Payments	65
10.11	Headings	65
10.12	Survival of Covenants	65
10.13	Waivers of Default	66
10.14	Specific Performance	66
10.15	Amendments	66
10.16	Construction	66
10.17	Performance	66
10.18	Limited Liability	67
10.19	Exclusivity of Tax Matters	67
10.20	Limitations of Liability	67

Schedules


Schedule 1.1A		Ancillary Agreements
Schedule 1.1B		Worthington Steel Permits
Schedule 1.1C		Worthington Steel Properties
Schedule 1.1D		Excluded Intellectual Property
Schedule 1.1E		Specified Ancillary Agreements
Schedule 2.1(b)(iii)		Worthington Steel Equity Interests
Schedule 2.1(b)(xii)		Other Worthington Steel Assets
Schedule 2.1(c)(ix)		Other New Worthington Assets
Schedule 2.1(d)(x)		Environmental Liabilities arising at or after the Effective Time relating to the Worthington Steel Properties
Schedule 2.1(d)(xii)		Other Worthington Steel Liabilities
Schedule 2.1(e)(ii)		New Worthington Liabilities
Schedule 2.3(b)(iii)		Form 10 Agreements
Schedule 2.4(b)		Shared Permits
Schedule 7		Worthington Steel Specified Marks
Schedule 8.2(a)		Worthington Steel Intellectual Property

Exhibits


Exhibit A		Amended and Restated Articles of Incorporation

iii

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of November 30, 2023 (this “Agreement”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and wholly owned subsidiary of New Worthington (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS, New Worthington owns 100% of the common shares, without par value, of Worthington Steel (the “Worthington Steel Stock”);

WHEREAS, the Board of Directors of New Worthington (the “New Worthington Board”) determined on careful review and consideration that the separation of Worthington Steel from the rest of New Worthington and the establishment of Worthington Steel as a separate, publicly traded company to operate the Worthington Steel Business is in the best interests of New Worthington;

WHEREAS, the Board of Directors of Worthington Steel (the “Worthington Steel Board”) determined on careful review and consideration that the separation of Worthington Steel from the rest of New Worthington and the establishment of Worthington Steel as a separate, publicly traded company to operate the Worthington Steel Business is in the best interests of Worthington Steel;

WHEREAS, in furtherance of the foregoing, the New Worthington Board has determined that it is appropriate and desirable to separate the Worthington Steel Business from the New Worthington Business (the “Separation”) and, following the Separation, to make a distribution of the Worthington Steel Business to the holders of common shares, without par value, of New Worthington (the “New Worthington Stock”) on the Record Date through the distribution of all of the outstanding shares of Worthington Steel Stock to holders of New Worthington on the Record Date on a pro rata basis (the “Distribution”), in each case, on the terms and conditions set forth in this Agreement;

WHEREAS, New Worthington and Worthington Steel have prepared, and Worthington Steel has filed with the SEC, the Form 10, which includes the Information Statement, and which sets forth certain disclosure concerning Worthington Steel, the Separation and the Distribution;

WHEREAS, each of New Worthington and Worthington Steel has determined that it is appropriate and desirable to set forth in this Agreement certain agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of New Worthington, Worthington Steel and the members of their respective Groups following the Distribution;

WHEREAS, the Parties intend that the Distribution, together with certain related transactions, will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code; and

WHEREAS, this Agreement, together with the Ancillary Agreements and other documents implementing the Distribution and certain related transactions, is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulations § 1.368-2(g).

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. For the purpose of this Agreement, the following terms shall have the following meanings:

“Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or in any arbitration or mediation.

“Affiliate” means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that for purposes of this Agreement and the Ancillary Agreements, from and after the Effective Time, (i) no member of the Worthington Steel Group shall be deemed to be an Affiliate of any member of the New Worthington Group, (ii) no member of the New Worthington Group shall be deemed to be an Affiliate of any member of the Worthington Steel Group and (iii) no joint venture formed after the Effective Time solely between one or more members of the Worthington Steel Group, on the one hand, and one or more members of the New Worthington Group, on the other hand, shall be deemed to be an Affiliate of, or owned or controlled by, any member of the Worthington Steel Group or the New Worthington Group for the purposes of this Agreement.

“Agent” means Broadridge, as the distribution agent appointed by New Worthington to distribute to the shareholders of New Worthington all of the outstanding shares of Worthington Steel Stock pursuant to the Distribution.

“Agreement” shall have the meaning set forth in the Preamble.

“Amended Financial Report” shall have the meaning set forth in Section 6.7(b).

“Ancillary Agreements” means all Contracts entered into by the Parties or the members of their respective Groups (but to which no Third Party is a party) in connection with the Separation, the Distribution and the other transactions contemplated by this Agreement, including, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Steel Supply Agreement, the WBS License Agreement, the Trademark License Agreement, the Transfer Documents and the agreements set forth on Schedule 1.1A.

“Approvals or Notifications” means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority.

“Assets” means assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of the applicable Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement, other than Tax assets (including any Tax items, attributes or rights to receive any Tax refund, credits or other items that cause a reduction in any otherwise required liability for Taxes).

“Business Day” means any day that is not a Saturday, Sunday or any other day on which banking institutions located in New York, New York are required or authorized by Law to be closed.

“Business Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns, other Tax work papers and files and other documents in whatever form, physical, electronic or otherwise.

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

“Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

“Covered Matter” shall have the meaning set forth in Section 5.16(i).

“Data Protection Laws” shall mean any and all Laws concerning the privacy, protection and security of personal information Laws throughout the world, including the GDPR and any national law supplementing the GDPR (such as, in the United Kingdom, the Data Protection Act 2018) or any successor laws arising out of the withdrawal of a member state from the European Union, the California Consumer Privacy Act, California Civil Code Title 1.81.5 (including all amendments and implementing regulations), and any regulations, or regulatory requirements, guidance and codes of practice applicable to the Processing of Personal Data (as amended and/or replaced from time to time).

“Director” shall mean, with respect to any member of the Worthington Steel Group or the New Worthington Group, a member of the board of directors or managers, as applicable, of such entity.

“Disclosure Document” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case which describes the Separation or the Distribution or the Worthington Steel Group or primarily relates to the transactions contemplated hereby, including the Separation, the Distribution, the Worthington Steel Cash Distribution or the Worthington Steel Loan Documents.

“Dispute” shall have the meaning set forth in Section 4.1(a).

“Dispute Committee” shall have the meaning set forth in Section 4.2.

“Distribution” shall have the meaning set forth in the Recitals.

“Distribution Date” means the date on which New Worthington, through the Agent, distributes all of the issued and outstanding shares of Worthington Steel Stock to holders of New Worthington Stock in the Distribution.

“Effective Time” means 12:01 a.m. New York time, or such other time as New Worthington may determine, on the Distribution Date.

“Employee Matters Agreement” means that certain Employee Matters Agreement to be entered into between New Worthington and Worthington Steel or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Environmental Law” means any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of, or exposure to, Hazardous Materials or the protection of or prevention of harm to human health and safety.

“Environmental Liabilities” means all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or Contract relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance, including with any product take-back requirements, or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder, as the same shall be in effect at the time reference is made thereto.

“Excluded Intellectual Property” means the Intellectual Property licensed pursuant to Shared Contracts, the New Worthington Marks and any Intellectual Property listed on Schedule 1.1D.

“Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities, or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution or transportation facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

“Form 10” means the registration statement on Form 10-12B (File No. 001-41830) filed by Worthington Steel with the SEC to effect the registration of the Worthington Steel Stock pursuant to Section 12(b) of the Exchange Act in connection with the Distribution, including any amendments or supplements thereto.

“GDPR” means the General Data Protection Regulation (EU) 2016/679.

“Governmental Approvals” means any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

“Governmental Authority” means any nation or government, any state, province, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, provincial, regional, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any official thereof.

“Group” means either the Worthington Steel Group or the New Worthington Group, as the context requires.

“Hazardous Materials” means any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, per- and polyfluoroalkyl substances, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“ICC Rules” shall have the meaning set forth in Section 4.3(a).

“Indebtedness” means (a) all obligations of such specified Person for borrowed money or arising out of any extension of credit to or for the account of such specified Person (including reimbursement or payment obligations with respect to surety bonds, letters of credit, bankers’ acceptances and similar instruments), (b) all obligations of such specified Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such specified Person upon which interest charges are customarily paid, (d) all obligations of such specified Person under conditional sale or other title retention agreements relating to Assets purchased by such specified Person, (e) all obligations of such specified Person issued or assumed as the deferred purchase price of property or services, (f) all liabilities secured by (or for which any Person to which any such liability is owed has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge or other encumbrance on property owned or acquired by such specified Person (or upon any revenues, income or profits of such specified Person therefrom), whether or not the obligations secured thereby have been assumed by the specified Person or otherwise become liabilities of the specified Person, (g) all capital lease obligations of such specified Person, (h) all securities or other similar instruments convertible or exchangeable into any of the foregoing, but excluding daily cash overdrafts associated with routine cash operations, and (i) any liability of others of a type described in any of the preceding clauses (a) through (h) in respect of which the specified Person has incurred, assumed or acquired a liability by means of a guaranty, excluding any obligations related to Taxes.

“Indemnifying Party” shall have the meaning set forth in Section 5.4(a).

“Indemnitee” shall have the meaning set forth in Section 5.4(a).

“Indemnity Payment” shall have the meaning set forth in Section 5.4(a).

“Information” means information, in written, oral, electronic or other tangible or intangible forms, stored in any medium and regardless of location, including technical, financial, employee or business information or data, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names and records, supplier names and records, customer and supplier lists, customer and vendor data or correspondence, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other financial employee or business information or data, files, papers, tapes, keys, correspondence, plans, invoices, forms, product data and literature, promotional and advertising materials, operating manuals, instructional documents, quality records and regulatory and compliance records.

“Information Statement” means the Information Statement attached as an exhibit to the Form 10 and any related documents to be provided to the holders of New Worthington Stock in connection with the Distribution, including any amendment or supplement thereto.

“Initial Notice” shall have the meaning set forth in Section 4.2.

“Insurance Proceeds” means those monies: (a) received by an insured Person from any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective; or (b) paid on behalf of an insured Person by any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, on behalf of the insured, in either such case net of any costs or expenses incurred in the collection thereof; provided, however, that with respect to a captive insurance arrangement, Insurance Proceeds shall only include net amounts received by the captive insurer from a Third Party in respect of any captive reinsurance arrangement.

“Intellectual Property” means all intellectual property in any and all jurisdictions throughout the world, including all: (a) patents, patent applications and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) Trademarks, (c) Internet domain name registrations, (d) copyrights, mask works, database rights and design rights, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) any intellectual property rights in inventions, formulas, compositions, manufacturing and production processes and techniques, testing information, research and development information, drawings, specifications, designs, plans, trade secrets, confidential information, data, know-how, product designs, methods and processes, testing tools and materials, customer information, marketing materials and market surveys and (f) intellectual property rights arising from or in respect of any Software and social media accounts and handles.

“Intended Transferee” shall have the meaning set forth in Section 2.2.

“Intended Transferor” shall have the meaning set forth in Section 2.2.

“Intercompany” means, with respect to any Contract, balance, arrangement or other legal or financial relationship, established at or prior to the Effective Time, that such Contract, balance, arrangement or other legal or financial relationship is (a) between or among one or more members of the Worthington Steel Group and one or more members of the New Worthington Group, as applicable, or (b) between or among the Worthington Steel Business and the New Worthington Business, even if within the same legal entity (in which case the applicable Contract, balance, arrangement or other legal or financial relationship shall be deemed to be binding as if it was between separate legal entities).

“Joint Claims” means any claim or series of related claims under any insurance policy that results or could reasonably be expected to result in the payment of Insurance Proceeds to or for the benefit of both one or more members of the New Worthington Group and one or more members of the Worthington Steel Group.

“Law” means any national, supranational, federal, state, provincial, regional, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other legally enforceable requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Leased Real Property” means (a) the real property leased, subleased, licensed or otherwise used by New Worthington or any other member of the New Worthington Group and used primarily in the Worthington Steel Business and (b) the real property leased, subleased, licensed or otherwise used by any member of the Worthington Steel Group, in each case as tenant.

“Liabilities” means any and all Indebtedness, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, reimbursement obligations in respect of letters of credit, damages, payments, fines, penalties, claims, settlements, judgments, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, reflected on a balance sheet or otherwise, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking or terms of employment, whether imposed or sought to be imposed by a Governmental Authority, another third Person, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, in each case, including all costs, expenses, interest, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof, in each case (a) including any fines, damages or equitable relief that is imposed in connection therewith and (b) other than Taxes.

“Licensed Intellectual Property” means Intellectual Property (other than Trademarks) owned by the New Worthington Group and used or held for use as of the Effective Time in connection with the Worthington Steel Business, but excluding, for the avoidance of doubt, any Worthington Steel Intellectual Property.

“Losses” means any and all damages, losses (including diminution in value), deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, interest costs, fines and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement rights hereunder), whether or not involving a Third-Party Claim, other than Taxes.

“Misdirected Payment” shall have the meaning set forth in Section 2.5(g).

“New Worthington” shall have the meaning set forth in the Preamble.

“New Worthington Accounts” shall have the meaning set forth in Section 2.5(a).

“New Worthington Assets” shall have the meaning set forth in Section 2.1(c).

“New Worthington Board” shall have the meaning set forth in the Recitals.

“New Worthington Business” means all businesses and operations (whether or not such businesses or operations are or have been terminated, divested or discontinued) conducted by New Worthington and its Subsidiaries prior to the Effective Time that are not included in the Worthington Steel Business.

“New Worthington Business Systems” means certain proprietary business and management operating models, procedures, content and materials owned by New Worthington.

“New Worthington Credit Agreement” means the Fourth Amended and Restated Credit Agreement, dated as of September 27, 2023, among Worthington, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, PNC Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as a syndication agents, and Citibank, N.A. and The Huntington National Bank, as documentation agents, as such agreement may be modified or amended from time to time in accordance with its terms.

“New Worthington-Formative Marks” means all Trademarks and domain names owned by New Worthington or any of its Subsidiaries that contain the “Worthington” name, either alone or in combination with other words or elements.

“New Worthington Group” means, immediately after the Effective Time, (a) New Worthington and (b) each Subsidiary of New Worthington.

“New Worthington Indemnitees” shall have the meaning set forth in Section 5.3.

“New Worthington Liabilities” shall have the meaning set forth in Section 2.1(e).

“New Worthington Loan Documents” shall mean the Loan Documents (as defined in the New Worthington Credit Agreement).

“New Worthington Marks” means all Trademarks and domain names of New Worthington or any of its Subsidiaries other than the Worthington Steel Specified Marks.

“New Worthington Personal Data” means Personal Data of the New Worthington Group that is used in or by, or otherwise related to, any New Worthington Business.

“NYSE” means the New York Stock Exchange, Inc.

“Parties” or “Party” shall have the meaning set forth in the Preamble.

“Permit” means all permits, licenses, franchises, authorizations, concessions, certificates, consents, exemptions, approvals, variances, registrations, or similar authorizations from any Governmental Authority.

“Person” means any individual, general or limited partnership, corporation, business trust, joint venture, association, company, limited liability company, unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Personal Data” shall have the meaning set forth in the GDPR.

“Prime Rate” shall mean the rate that Bloomberg displays as “Prime Rate by Country United States” on a Bloomberg terminal at PRIMBB Index.

“Privileged Information” means any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a party or its respective Subsidiaries would be entitled to assert or have a privilege, including the attorney-client and attorney work product privileges.

“Processing” shall have the meaning set forth in the GDPR.

“Record Date” means 5:00 p.m. New York time on the date to be determined by the New Worthington Board as the record date for determining shareholders of New Worthington entitled to receive shares of Worthington Steel Stock in the Distribution.

“Record Holders” means the holders of record of New Worthington Stock as of the Record Date.

“Records Facility” shall have the meaning set forth in Section 6.4(a).

“Release” means any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Representatives” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder, as the same shall be in effect at the time reference is made thereto.

“Separation” shall have the meaning set forth in the Recitals.

“Shared Contract” shall have the meaning set forth in Section 2.4.

“Shared Permit” shall have the meaning set forth in Section 2.4.

“Software” means any and all computer programs and software, including any and all software implementation of algorithms, models and methodologies, whether in source code or object code.

“Specified Ancillary Agreements” means the agreements set forth on Schedule 1.1E.

“Specified Party” shall have the meaning set forth in Section 2.5(g).

“Steel Supply Agreement” means that certain Steel Supply and Services Agreement to be entered into between Worthington Steel and New Worthington or any members of their respective Groups in connection with the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Stored Records” means Tangible Information held in a Records Facility maintained or arranged for by a party other than the party that owns such Tangible Information.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns or controls, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests of such Person or (iii) the capital or profit interests, in the case of a partnership of such Person, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body of such Person.

“Tangible Information” means Information that is contained in written, electronic or other tangible forms.

“Tax” shall have the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” means that certain Tax Matters Agreement to be entered into between New Worthington and Worthington Steel in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Tax Returns” shall have the meaning set forth in the Tax Matters Agreement.

“Third Party” shall have the meaning set forth in Section 5.5(a).

“Third-Party Claim” shall have the meaning set forth in Section 5.5(a).

“Trademark License Agreement” means that certain Trademark License Agreement to be entered into between New Worthington and Worthington Steel in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Trademarks” means all trademarks, service marks, trade names, trade dress and logos, including all goodwill associated with any of the foregoing and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing.

“Transfer Documents” means transfer, contribution, distribution or other similar agreements, bills of sale, special warranty deeds, or local equivalent stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment entered into, as of or prior to the Effective Time, between one or more members of the New Worthington Group, on the one hand, and one or more members of the Worthington Steel Group, on the other hand, as and to the extent necessary to evidence: (a) the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to the Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a); and (b) the valid and effective assumption of the Liabilities by such Party or the applicable members of its Group in accordance with Section 2.1(a).

“Transition Services Agreement” means that certain Transition Services Agreement to be entered into between Worthington Steel and New Worthington or any members of their respective Groups in connection with the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“WBS License Agreement” means that certain WBS License Agreement to be entered into between New Worthington and Worthington Steel in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, pursuant to which New Worthington will license to Worthington Steel the New Worthington Business Systems, as such agreement may be modified or amended from time to time in accordance with its terms.

“Worthington Steel” shall have the meaning set forth in the Preamble.

“Worthington Steel Accounts” shall have the meaning set forth in Section 2.5(a).

“Worthington Steel Articles of Incorporation” shall have the meaning set forth in Section 3.1(f).

“Worthington Steel Assets” shall have the meaning set forth in Section 2.1(b).

“Worthington Steel Balance Sheet” means the unaudited pro forma condensed combined balance sheet of the Worthington Steel Group as of August 31, 2023, including the notes thereto, included in the Information Statement.

“Worthington Steel Business” means (a) New Worthington’s global “Steel Processing” business segment, consisting of processing carbon flat-rolled steel, producing laser welded solutions and providing electrical steel laminations, and (b) without limiting the foregoing clause (a) any terminated, divested or discontinued businesses, Assets or operations that were of such a nature that they would have been part of the Worthington Steel Business (as described in the foregoing clause (a)) had they not been terminated, divested or discontinued (regardless of whether they ever operated under the “Worthington Steel” name);.

“Worthington Steel Business Records” shall have the meaning set forth in Section 2.1(b)(x).

“Worthington Steel Cash Distribution” means $150,000,000.

“Worthington Steel Contracts” shall mean any Contract to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing, used or held for use primarily in the conduct of the Worthington Steel Business; provided that Worthington Steel Contracts shall not include (a) any Contract that is contemplated to be retained by New Worthington or any member of the New Worthington Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (b) any Contract referenced in Section 2.3(b).

“Worthington Steel Credit Agreement” means the Revolving Credit and Security Agreement, dated as of November 30, 2023, among Worthington Steel, as a borrower, the other borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and PNC Bank, National Association, as agent for the lenders, as such agreement may be modified or amended from time to time in accordance with its terms.

“Worthington Steel Group” means, immediately after the Effective Time, (a) Worthington Steel and (b) each Subsidiary of Worthington Steel.

“Worthington Steel Indemnitees” shall have the meaning set forth in Section 5.2.

“Worthington Steel Intellectual Property” means (a) the Intellectual Property set forth on Schedule 8.2(a), (b) the Worthington Steel Specified Marks, and (c) all other Intellectual Property owned or licensed by New Worthington or any of its Affiliates and exclusively held for use in connection with the Worthington Steel Business as of the Effective Time, in each case together with all rights, priorities and privileges accruing thereunder or pertaining thereto throughout the world (including all rights to sue or otherwise recover for past, present and future infringement thereof), but excluding the Excluded Intellectual Property.

“Worthington Steel Leases” means the leases, subleases, licenses or other occupancy agreements covering the Leased Real Property.

“Worthington Steel Liabilities” shall have the meaning set forth in Section 2.1(d).

“Worthington Steel Loan Documents” means the Worthington Steel Credit Agreement and the Other Documents (as defined in the Worthington Steel Credit Agreement), each as may be modified or amended from time to time in accordance with its terms.

“Worthington Steel Permits” means all Permits owned or licensed by either Party or member of its respective Group (a) exclusively used in the operation of the Worthington Steel Business as of the Effective Time or (b) set forth on Schedule 1.1B.

“Worthington Steel Personal Data” means Personal Data of the Worthington Steel Group that is used in or by, or otherwise related to, any New Worthington Business.

“Worthington Steel Properties” means the real property set forth on Schedule 1.1C under the heading “Worthington Steel Properties”.

“Worthington Steel Specified Marks” means the Trademarks set forth on Schedule 7 .

“Worthington Steel Stock” shall have the meaning set forth in the Recitals.

1.2 Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” and “Ancillary Agreement” shall, unless otherwise stated, be construed to refer to this Agreement or the applicable Ancillary Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement or such Ancillary Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

ARTICLE II.

SEPARATION

2.1 Transfers of Assets and Assumptions of Liabilities; Worthington Steel Assets; Worthington Assets.

(a) In order to effect the Separation, the Parties shall, to the extent necessary, cause, and shall, to the extent necessary, cause the members of their respective Groups to cause, (i) the Worthington Steel Group to own, to the extent it does not already own, all of the Worthington Steel Assets and none of the New Worthington Assets, and (ii) the Worthington Steel Group to be liable for, to the extent it is not already liable for, all of the Worthington Steel Liabilities.

(b) For purposes of this Agreement, “Worthington Steel Assets” shall mean:

(i) all Assets of either Party or any member of its Group included or reflected as Assets of the Worthington Steel Group on the Worthington Steel Balance Sheet (including cash, cash equivalents or marketable securities on hand or in bonds (the “Worthington Steel Cash”)), subject to any dispositions of such Assets subsequent to the date of the Worthington Steel Balance Sheet; provided, that the amounts set forth on the Worthington Steel Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of Worthington Steel Assets pursuant to this clause (i);

(ii) all Assets of either Party or any member of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of Worthington Steel or members of the Worthington Steel Group as of the Effective Time if a balance sheet, notes and subledgers were to be prepared on a basis consistent with the determination of the Assets included on the Worthington Steel Balance Sheet, it being understood that (x) the Worthington Steel Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of Worthington Steel Assets pursuant to this clause (ii) and (y) the amounts set forth on the Worthington Steel Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of Worthington Steel Assets pursuant to this clause (ii);

(iii) all issued and outstanding capital stock or other equity securities of the Persons set forth on Schedule 2.1(b)(iii) owned by either Party or a member of its respective Group as of the Effective Time;

(iv) all Worthington Steel Contracts and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(v) all Worthington Steel Intellectual Property and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(vi) all Worthington Steel Leases and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(vii) all Worthington Steel Permits and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(viii) without limiting the generality of clauses (i) and (ii), all Worthington Steel Properties, together with all buildings, fixtures and improvements erected thereon;

(ix) all rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of New Worthington or any of its Subsidiaries exclusively related to the Worthington Steel Business, including the right to sue, recover and retain such recoveries and the right to continue in the name of any member of the Worthington Steel Group any pending actions relating to the foregoing, and to recover and retain any damages therefrom;

(x) all Business Records exclusively related to the Worthington Steel Business (the “Worthington Steel Business Records”);

(xi) all Assets of either Party or any member of its respective Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to any member of the Worthington Steel Group; and

(xii) all assets set forth on Schedule 2.1(b)(xii).

Notwithstanding the foregoing, the Worthington Steel Assets shall not in any event include any Asset referred to in Section 2.1(c).

(c) For purposes of this Agreement, “New Worthington Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the Worthington Steel Assets, including:

(i) all Assets of either Party or any member of its respective Group as of the Effective Time that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by any member of the New Worthington Group;

(ii) all Contracts of either Party or any member of its respective Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Worthington Steel Contracts;

(iii) all Intellectual Property of either Party or any member of its respective Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time, including the Excluded Intellectual Property, but excluding the Worthington Steel Intellectual Property;

(iv) all Permits of either Party or any member of its Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Worthington Steel Permits;

(v) any Contract granting a party the right to lease, sublease, use or otherwise occupy any real property and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Worthington Steel Leases;

(vi) all real property owned by either Party or any member of its respective Group thereunder as of the Effective Time together with all buildings, fixtures and improvements erected thereon, other than the Worthington Steel Properties together with all buildings, fixtures and improvements erected thereon (“New Worthington Properties”);

(vii) all cash, cash equivalents and marketable securities on hand or in banks, other than Worthington Steel Cash;

(viii) all Business Records other than the Worthington Steel Business Records; and

(ix) all assets set forth on Schedule 2.1(c)(ix).

(d) For purposes of this Agreement, “Worthington Steel Liabilities” shall mean any and all Liabilities relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, at or after the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the Worthington Steel Business or a Worthington Steel Asset, including:

(i) all Liabilities included or reflected as liabilities or obligations of Worthington Steel or the members of the Worthington Steel Group on the Worthington Steel Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Worthington Steel Balance Sheet; provided, that the amounts set forth on the Worthington Steel Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Worthington Steel Liabilities pursuant to this clause (i);

(ii) all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of Worthington Steel or the members of the Worthington Steel Group as of the Effective Time if a balance sheet, notes and subledgers were to be prepared on a basis consistent with the determination of the Liabilities included on the Worthington Steel Balance Sheet, it being understood that (x) the Worthington Steel Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of Worthington Steel Liabilities pursuant to this clause (ii) and (y) the amounts set forth on the Worthington Steel Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Worthington Steel Liabilities pursuant to this clause (ii);

(iii) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed by Worthington Steel or any other member of the Worthington Steel Group, and all agreements, obligations and Liabilities of any member of the Worthington Steel Group under this Agreement or any of the Ancillary Agreements;

(iv) all Liabilities based upon, relating to or arising from the Worthington Steel Contracts;

(v) all Liabilities based upon, relating to or arising from Intellectual Property to the extent used or held for use in the Worthington Steel Business;

(vi) all Liabilities based upon, relating to or arising from the Worthington Steel Permits;

(vii) all Liabilities with respect to terminated, divested or discontinued businesses, Assets or operations that were of such a nature that they would be or would have been part of the Worthington Steel Business had they not been terminated, divested or discontinued (regardless of whether they ever operated under the “Worthington Steel” name), and all Liabilities of New Worthington related thereto unless such Liabilities are expressly retained by New Worthington pursuant to the terms of this Agreement or the Ancillary Agreements;

(viii) all Liabilities based upon, relating to or arising from all Worthington Steel Leases;

(ix) all Liabilities with respect to the Worthington Steel Properties;

(x) all Environmental Liabilities arising prior to, at or after the Effective Time to the extent relating to, arising out of or resulting from (i) the past, present or future operation, conduct or actions of the Worthington Steel Business (including at any properties that were previously owned or operated in connection with the Worthington Steel Business and any off-site locations at which or to which the Worthington Steel Business disposed of, transported, or arranged for the treatment, storage, handling, disposal or transportation of, any Hazardous Materials), (ii) the past, present or future use of the Worthington Steel Assets, or (iii) the Worthington Steel Properties, including all Liabilities arising out of the matters set forth on Schedule 2.1(d)(x);

(xi) all Liabilities arising out of or resulting from claims made by any Third Party (including New Worthington’s or Worthington Steel’s respective directors, officers, shareholders, employees and agents) against any member of the New Worthington Group or the Worthington Steel Group to the extent relating to, arising out of or resulting from the Worthington Steel Business or the Worthington Steel Assets or the other business, operations, activities or Liabilities referred to in clauses (i) through (xi) above;

(xii) all Liabilities set forth on Schedule 2.1(d)(xii).

(e) For the purposes of this Agreement, “New Worthington Liabilities” means the following Liabilities of either Party or the members of its respective Group:

(i) all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by New Worthington or any other member of the New Worthington Group, and all agreements, obligations and Liabilities of any member of the New Worthington Group under this Agreement or any of the Ancillary Agreements;

(ii) all Liabilities to the extent (and only to the extent) based upon, relating to or arising from the operation or conduct of the New Worthington Business, including all such Liabilities arising out of the matters set forth on Schedule 2.1(e)(ii), but excluding in all circumstances the Worthington Steel Liabilities;

(iii) all Liabilities with respect to the New Worthington Properties; and

(iv) all Liabilities arising out of or resulting from claims made by any Third Party (including New Worthington’s or Worthington Steel’s respective directors, officers, shareholders, current and former employees and agents) against any member of the New Worthington Group or the Worthington Steel Group to the extent relating to, arising out of or resulting from the New Worthington Business or the New Worthington Assets or the Liabilities referred to in clauses (i) and (ii) above (whether such claims arise, in each case before, at or after the Effective Time).

(f) New Worthington and its Subsidiaries hereby waive compliance by each and every member of the New Worthington Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Worthington Steel Assets to any member of the Worthington Steel Group.

2.2 Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. Without limiting the generality of the foregoing, each of the Parties shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes any such Asset or Liability as having been transferred to and owned by the Intended Transferee not later than the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of any audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund)). If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement insofar as is reasonably possible (taking into account any applicable restrictions or considerations, in each case relating to the contemplated Tax treatment of the transactions contemplated hereby).

2.3 Termination of Intercompany Agreements.

(a) Except as set forth in Section 2.3(b), in furtherance of the releases and other provisions set forth in Article III, New Worthington and each member of the New Worthington Group, on the one hand, and Worthington Steel and each member of the Worthington Steel Group, on the other hand, hereby terminate any and all (i) Intercompany balances and accounts arising out of Intercompany Indebtedness, whether or not in writing, between or among New Worthington or any member of the New Worthington Group or any entity that shall be a member of the New Worthington Group as of the Effective Time, on the one hand, and Worthington Steel or any other member of the Worthington Steel Group, on the other hand, effective as of the Effective Time, such that no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as New Worthington shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise), and (ii) all Intercompany agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among New Worthington or any member of the New Worthington Group, on the one hand, and Worthington Steel or any member of the Worthington Steel Group, on the other hand (other than as set forth in Section 2.3(b)), without further payment or performance such that no party thereto shall have any further obligations therefor or thereunder. No such terminated balance, account, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.3(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups, including, for the avoidance of doubt, those agreements and instruments entered into in connection with the Worthington Steel Loan Documents or the New Worthington Loan Documents); (ii) any Intercompany balances and accounts arising other than out of Intercompany Indebtedness; (iii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the Form 10 or otherwise listed or described on Schedule 2.3(b)(iii); (iv) any agreements, arrangements, commitments or understandings to which any Person other than the Parties and the members of their respective Groups is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute Worthington Steel Assets, New Worthington Assets, Worthington Steel Liabilities or New Worthington Liabilities, they shall be assigned pursuant to Section 2.1(a) to the extent they are not already held by a member of the applicable Group); (v) any Shared Contracts; and (vi) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective Time.

(c) Each Intercompany balance and account (other than such balances and accounts arising out of Intercompany Indebtedness, which are cancelled pursuant to Section 2.3(a)) outstanding immediately prior to the Effective Time shall be net settled and paid as of the Effective Time within ninety (90) days of the Effective Time by the Party (or the member of its Group) owing such net amount; provided, however, that any receivable or payable arising pursuant to an agreement, arrangement or understanding described in clauses (i), (ii) or (iv) of Section 2.3(b) shall not be included in such net settlement and shall instead be settled in accordance with the terms of such agreement, arrangement or understanding (but in no event later than ninety (90) days after the Effective Time) by the Party (or the member of its Group) owing such net amount.

2.4 Treatment of Shared Contracts and Shared Permits

Subject to applicable Law and except as otherwise provided in any Ancillary Agreement, and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any Contract or Permit described in this Section 2.4 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, (a) any Contract entered into by a member of the New Worthington Group or the Worthington Steel Group with a third party that is not a Worthington Steel Asset, but pursuant to which a member of the Worthington Steel Group, as of the Effective Time, has been provided certain revenues or other benefits or incurred any Liability (any such Contract, a “Shared Contract”) and (b) any Permit set forth on Schedule 2.4(b) (any such permit, a “Shared Permit”), in each case, shall not be assigned in relevant part to the applicable members of the Worthington Steel Group or amended to give the relevant members of the Worthington Steel Group any entitlement to such rights and benefits thereunder; provided, however, that the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions to cause to the extent permitted under applicable Law: (i) the relevant member of the Worthington Steel Group to receive the rights and benefits previously provided in the ordinary course of business, consistent with past practice, pursuant to such Shared Contract or Shared Permit; and (ii) the relevant member of the Worthington Steel Group to bear the burden of the applicable Liabilities under such Shared Contract or Shared Permit. Notwithstanding the foregoing, no member of the New Worthington Group shall be required by this Section 2.4 to maintain in effect any Shared Contract or Shared Permit, and no member of the Worthington Steel Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Shared Contract or Shared Permit.

2.5 Bank Accounts; Cash Balances; Misdirected Payments.

(a) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account, including lockbox accounts, owned by New Worthington or any other member of the New Worthington Group (collectively, the “New Worthington Accounts”) so that such New Worthington Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Worthington Steel Group (collectively, the “Worthington Steel Accounts”) are de-linked from the Worthington Steel Accounts.

(b) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Worthington Steel Accounts so that such Worthington Steel Accounts, if currently linked to a New Worthington Account, are de-linked from the New Worthington Accounts.

(c) It is intended that, following consummation of the actions contemplated by Sections 2.5(a) and 2.5(b), there shall be in place a centralized cash management process pursuant to which (i) the New Worthington Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by New Worthington and (ii) the Worthington Steel Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Worthington Steel. Any cash in the Worthington Steel Accounts after the Effective Time that belongs to any member of the New Worthington Group shall be transferred by the applicable member of the Worthington Steel Group to any member of the New Worthington Group designated by New Worthington. Any cash in the New Worthington Accounts after the Effective Time that belongs to any member of the Worthington Steel Group shall be transferred by the applicable member of the New Worthington Group to any member of the Worthington Steel Group designated by Worthington Steel.

(d) With respect to any outstanding checks issued or payments initiated by New Worthington, Worthington Steel or any of their respective Group members prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued by a third party for the benefit of New Worthington, Worthington Steel or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued.

(e) With respect to the payments described in Section 2.5(d), in the event that:

(i) Worthington Steel or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the New Worthington Business, then New Worthington shall reimburse Worthington Steel for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or

(ii) New Worthington or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Worthington Steel Business, then Worthington Steel shall reimburse New Worthington for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored.

(f) Prior to or concurrently with the Effective Time, (i) New Worthington shall cause all New Worthington employees to be removed as authorized signatories on all bank accounts maintained by the Worthington Steel Group and (ii) Worthington Steel shall cause all Worthington Steel employees to be removed as authorized signatories on all bank accounts maintained by the New Worthington Group.

(g) As between Worthington Steel and New Worthington (for purposes of this Section 2.5(g), each a “Specified Party”) (and the members of their respective Groups), all payments made to and reimbursements received by either Specified Party (or any member of its Group), in each case after the Effective Time, that relate to a business, Asset or Liability of the other Specified Party (or any member of such other Specified Party’s Group) (each, a “Misdirected

Payment”), shall be held in trust by the recipient Specified Party for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such Misdirected Payments received by such Specified Party or any member of its Group, and the Specified Parties shall have a monthly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $1,000,000, an interim payment of such net amount owed shall be made to the Specified Party entitled thereto within three (3) Business Days of such amount exceeding $1,000,000. Notwithstanding the foregoing, neither Specified Party (nor any of the members of its Group) shall act as collection agent for the other Specified Party (or any of the members of its Group), nor shall either Specified Party (or any members of its Group) act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

2.6 Worthington Steel Loan Documents; New Worthington Loan Documents; Worthington Steel Share Issuance; Worthington Steel Cash Distribution.

(a) Prior to the Effective Time, Worthington Steel entered into the Worthington Steel Loan Documents. Worthington Steel and New Worthington shall cause all conditions relating to the Worthington Steel Credit Agreement to be satisfied prior to or substantially concurrently with the making of the Worthington Steel Cash Distribution. Worthington Steel and New Worthington agree to take all necessary actions to assure that New Worthington and the other members of the New Worthington Group are not obligated with respect to the obligations pursuant to the Worthington Steel Loan Documents as of the Effective Time (or have been fully released and discharged from such obligations no later than the Effective Time).

(b) Prior to the Effective Time, New Worthington entered into the New Worthington Loan Documents and the New Worthington Loan Documents became effective. New Worthington agrees to take all necessary actions to (i) assure that Worthington Steel and the other members of the Worthington Steel Group are not obligated with respect to the obligations pursuant to the New Worthington Loan Documents as of the Effective Time (or have been fully released and discharged from such obligations no later than the Effective Time) and (ii) cause all requirements of the definition of “Permitted Spinoff” (as defined in the New Worthington Credit Agreement) to be satisfied as of the Effective Time.

(c) Prior to the Effective Time, Worthington Steel shall distribute the Worthington Steel Cash Distribution to New Worthington in consideration of the transfer of the Worthington Steel Assets to Worthington Steel pursuant to the Separation. In order to effectuate the Worthington Steel Cash Distribution, Worthington Steel shall, sufficiently prior to the Worthington Steel Cash Distribution, (i) issue irrevocable instructions to each Person necessary to cause financing sources party to the Worthington Steel Loan Documents to fund, on behalf of Worthington Steel, the amount of the Worthington Steel Cash Distribution from the proceeds of the Worthington Steel Loan Documents directly to an account of New Worthington designated by New Worthington and (ii) cause its board of directors to take all corporate and other action, and issue irrevocable

instructions to any Person, as may be necessary to declare and pay the Worthington Steel Cash Distribution to New Worthington. From and after the Effective Time, Worthington Steel shall, to the fullest extent not prohibited by Law, be precluded from asserting in any judicial proceeding, arbitration or otherwise that the foregoing actions and procedures regarding the Worthington Steel Cash Distribution are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator or otherwise that Worthington Steel is bound to have made the Worthington Steel Cash Distribution and use best efforts to pay the Worthington Steel Cash Distribution amount to New Worthington if such amount is not received by New Worthington prior to or at the Effective Time. New Worthington shall deposit and maintain the Worthington Steel Cash Distribution in one or more segregated bank accounts or money market accounts (the “Segregated Accounts”). For the avoidance of doubt, the Segregated Accounts shall not include, and the Worthington Steel Cash Distribution shall not be deposited in, any money market fund, security or investment other than a bank account or money market account. New Worthington will take into account for Tax purposes all items of income, gain, deduction or loss associated with the Segregated Accounts. Within 180 days following the Distribution, New Worthington will transfer from the Segregated Accounts the entire Worthington Steel Cash Distribution, together with all proceeds earned thereon, to (i) New Worthington’s creditors in satisfaction of outstanding New Worthington indebtedness or (ii) to New Worthington’s shareholders in repurchases of, or distributions with respect to, shares of New Worthington common shares. For the avoidance of doubt, the Worthington Steel Cash Distribution and any proceeds earned thereon shall be used for no other purposes than those described in the preceding sentence.

2.7 Misallocated Assets and Liabilities.

(a) In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Time), insofar as is reasonably possible (taking into account any applicable restrictions or considerations, in each case relating to the contemplated Tax treatment of the transactions contemplated hereby), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2.

(b) In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is liable for any Liability that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate assumption of Liabilities from a member of the other Group for value subsequent to the Effective Time), insofar as is reasonably possible (taking into account any applicable restrictions or considerations, in each case relating to the contemplated Tax treatment of the transactions contemplated hereby), such Party shall promptly transfer, or cause to be transferred, such Liability to such member of the other Group and such member of the other Group shall assume such Liability for no further consideration than that set forth in this Agreement and such Ancillary Agreement. Prior to any such assumption, such Liabilities shall be held in accordance with Section 2.2.

2.8 Disclaimer of Representations and Warranties. EACH OF NEW WORTHINGTON (ON BEHALF OF ITSELF AND EACH MEMBER OF THE NEW WORTHINGTON GROUP) AND WORTHINGTON STEEL (ON BEHALF OF ITSELF AND EACH MEMBER OF THE WORTHINGTON STEEL GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED, ASSUMED OR LICENSED AS CONTEMPLATED HEREBY OR THEREBY (INCLUDING, WITHOUT LIMITATION, ANY ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED, ASSUMED OR LICENSED UNDER THIS ARTICLE II AND ARTICLE III), AS TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, AS TO, IN THE CASE OF INTELLECTUAL PROPERTY, NON-INFRINGEMENT OR ANY WARRANTY THAT ANY SUCH INTELLECTUAL PROPERTY IS “ERROR FREE,” OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED OR LICENSED, AS APPLICABLE, ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, EXCEPT AS OTHERWISE AGREED, BY MEANS OF A QUITCLAIM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE III.

COMPLETION OF THE DISTRIBUTION

3.1 Actions Prior to the Distribution. Following the Separation and prior to the Effective Time, subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) Notice to NYSE. New Worthington shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b) Securities Law Matters. Worthington Steel shall file with the SEC any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. New Worthington and Worthington Steel shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. New Worthington and Worthington Steel shall take all such action as may be necessary or advisable under the securities or “blue sky” Laws of the United States (and any comparable Laws under any non-U.S. jurisdiction) in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

(c) Availability of Information Statement. New Worthington shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the New Worthington Board has approved the Distribution, cause the Information Statement to be mailed to the Record Holders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.

(d) The Distribution Agent. New Worthington shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.

(e) Stock-Based Employee Benefit Plans. At or prior to the Effective Time, New Worthington and Worthington Steel shall take all actions as may be necessary to approve any applicable awards under the stock-based employee benefit plans of Worthington Steel in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the NYSE.

(f) Amended and Restated Articles of Incorporation. New Worthington and Worthington Steel shall take all necessary action that may be required to provide for the adoption by Worthington Steel of the Amended and Restated Articles of Incorporation of Worthington Steel substantially in the form attached hereto as Exhibit A (the “Worthington Steel Articles of Incorporation”).

(g) Officers and Directors. At the Effective Time, the Parties shall take all necessary action so that, as of the Effective Time, the executive officers and directors of Worthington Steel will be as set forth in the Information Statement.

(h) Financings. Prior to or on the Distribution Date, Worthington Steel and New Worthington and each member of the Worthington Steel Group designated by Worthington Steel shall cause all conditions under the Worthington Steel Loan Documents to the availability of the funding and release of funds to Worthington Steel for the purpose of making the Worthington Steel Cash Distribution to be satisfied.

(i) Satisfying Conditions to the Distribution. New Worthington and Worthington Steel shall cooperate to cause the conditions to the Distribution set forth in Section 3.3 to be satisfied and to effect the Distribution at the Effective Time.

3.2 Effecting the Distribution.

(a) Delivery of Worthington Steel Stock. On or prior to the Distribution Date, New Worthington shall deliver to the Agent, for the benefit of the Record Holders, duly executed transfer forms for such number of the outstanding shares of Worthington Steel Stock as is necessary to effect the Distribution.

(b) Distribution of Shares and Cash. New Worthington shall instruct the Agent to distribute, as soon as practicable following the Effective Time, to each Record Holder the following: (i) one share of Worthington Steel Stock for every one share of New Worthington Stock held by such Record Holder as of the Record Date and (ii) cash, if applicable, in lieu of fractional shares obtained in the manner provided in Section 3.2(c). All of the shares of Worthington Steel Stock distributed will be validly issued, fully paid and non-assessable.

(c) No Fractional Shares. No fractional shares shall be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Effective Time, New Worthington shall direct the Agent to determine the number of whole shares and fractional shares of Worthington Steel Stock allocable to each holder of record or beneficial owner of New Worthington Stock as of the Record Date, to aggregate all such fractional shares and to sell the whole shares obtained thereby in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional share, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither New Worthington nor Worthington Steel shall be required to guarantee any minimum sale price for the fractional shares of Worthington Steel Stock. Neither New Worthington nor Worthington Steel shall be required to pay any interest on the proceeds from the sale of fractional shares.

(d) Beneficial Owners. Solely for purposes of computing fractional share interests pursuant to Section 3.2(c), the beneficial owner of New Worthington Stock held of record in the name of a nominee in any nominee account shall be treated as the holder of record with respect to such shares.

(e) Transfer Authorizations. Worthington Steel agrees to update its register of members in relation to the transfers of Worthington Steel Stock that New Worthington or the Agent shall require in order to effect the Distribution.

(f) Treatment of Worthington Steel Stock. Until the Worthington Steel Stock is duly transferred in accordance with this Section 3.2 and applicable Law, from and after the Effective Time, Worthington Steel will regard the Persons entitled to receive such Worthington Steel Stock as record holders of Worthington Steel Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Worthington Steel and New Worthington agree that from and after the Effective Time each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Worthington Steel Stock then deemed to be held by such holder.

3.3 Conditions to the Distribution. The consummation of the Distribution shall be subject to the satisfaction or waiver by New Worthington in its sole and absolute discretion, of the following conditions:

(a) Approval by New Worthington Board. This Agreement and the transactions contemplated hereby, including the declaration of the Distribution shall have been approved by the New Worthington Board, and such approval shall not have been withdrawn.

(b) Approval by Worthington Steel Board. This Agreement and the transactions contemplated hereby, including the Distribution and the declaration of the Worthington Steel Cash Distribution shall have been approved by the Worthington Steel Board, and such approval shall not have been withdrawn.

(c) Effectiveness of Form 10; Mailing of Information Statement. The Form 10 registering the Worthington Steel Stock shall be effective under the Exchange Act, with no stop order in effect with respect thereto, and the Information Statement included therein shall have been mailed to New Worthington’s shareholders as of the Record Date.

(d) Listing on NYSE. The Worthington Steel Stock to be distributed to the New Worthington shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.

(e) Securities Laws. The actions and filings necessary or appropriate under applicable securities Laws in connection with the Distribution shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority.

(f) Completion of the Separation. The Separation shall have been completed and (i) as of the Effective Time, New Worthington and the other members of the New Worthington Group shall have no further Liability whatsoever under the Worthington Steel Loan Documents (including in connection with any guarantees provided by any member of the New Worthington Group) and (ii) as of the Effective Time, Worthington Steel and the other members of the Worthington Steel Group shall have no further liability whatsoever under the New Worthington Loan Documents (including in connection with any guarantees provided by any member of the Worthington Steel Group).

(g) Payment of the Worthington Steel Cash Distribution. The Worthington Steel Cash Distribution shall have been validly declared and paid by Worthington Steel.

(h) Officer and Director Resignations. New Worthington will have requested the resignation of each person who is an officer or director of Worthington Steel prior to the Distribution Date and who will continue solely as an officer or director of New Worthington following the Distribution Date.

(i) Distribution Agent Agreement. New Worthington will have entered into a Distribution Agent Agreement with, or provided instructions regarding the Distribution to, the Agent.

(j) Execution of Ancillary Agreements. Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto.

(k) Governmental Approvals. All material Governmental Approvals, other than with respect to the Shared Permits, necessary to consummate the Distribution and to permit the operation of the Worthington Business and the Worthington Steel Business after the Effective Time, in each case, substantially as conducted on the date hereof, shall have been obtained and be in full force and effect.

(l) No Order or Injunction. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the related transactions shall be in effect, and no other event outside the control of New Worthington shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions.

(m) No Circumstances Making Distribution Inadvisable. No events or developments shall have occurred or exist that, in the judgment of the New Worthington Board, in its sole and absolute discretion, make it inadvisable to effect the Distribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions contemplated hereby not being in the best interest of New Worthington or its shareholders.

(n) Tax Treatment of the Distribution. New Worthington shall have received an opinion of Latham & Watkins LLP regarding the qualification of the Distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, in form and substance satisfactory to New Worthington in its sole and absolute discretion.

(o) New Worthington Loan Documents. As of the Distribution Date, the transactions contemplated by this Agreement shall constitute a “Permitted Spinoff” (as defined in the New Worthington Credit Agreement).

3.4 Sole Discretion. The foregoing conditions are for the sole benefit of New Worthington and shall not give rise to or create any duty on the part of New Worthington or the New Worthington Board to waive or not waive such conditions or in any way limit New Worthington’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in such Article. Any determination made by the New Worthington Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3 shall be conclusive.

ARTICLE IV.

DISPUTE RESOLUTION

4.1 General Provisions.

(a) Any dispute, controversy or claim arising out of or relating to this Agreement or the Ancillary Agreements, including with respect to (i) the validity, interpretation, performance, breach or termination thereof or (ii) whether any Asset or Liability not specifically characterized in this Agreement or its Schedules, whose proper characterization is disputed, is a Worthington Steel Asset, New Worthington Asset, Worthington Steel Liability or Worthington Liability, shall be resolved in accordance with the procedures set forth in this Article IV (a “Dispute”), which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified in this Article IV or Article V; provided, however, notwithstanding the foregoing, this Article IV shall not apply to any Ancillary Agreement regarding the lease or sublease of real property following an assignment of such agreement or any of the rights or obligations thereunder to a Third Party.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY BASED UPON, RELATING TO OR ARISING FROM THIS AGREEMENT AND ANY OF THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.1(B).

(c) The specific procedures set forth in this Article IV, including the time limits referenced herein, may be modified by agreement of both of the Parties in writing.

(d) Commencing with the Initial Notice contemplated by Section 4.2, all applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Article IV are pending. The Parties shall take any necessary or appropriate action required to effectuate such tolling.

(e) Commencing with the Initial Notice contemplated by Section 4.2, any communications between the Parties or their representatives in connection with the attempted negotiation of any Dispute shall be deemed to have been delivered in furtherance of a Dispute settlement and shall be exempt from disclosure and production, and shall not be admissible into evidence for any reason (whether as an admission or otherwise), in any arbitral or other proceeding for the adjudication of any Dispute; provided, that evidence that is otherwise subject to disclosure or admissible shall not be rendered outside the scope of disclosure or inadmissible as a result of its use in the negotiation.

4.2 Negotiation by Senior Executives. The Parties shall seek to settle amicably all Disputes by negotiation. The Parties shall first attempt in good faith to resolve the Dispute by negotiation in the normal course of business at the operational level within fifteen (15) days after written notice is received by either Party regarding the existence of a Dispute (the “Initial Notice”). If the Parties are unable to resolve the Dispute within such fifteen (15)-day period, the Parties shall attempt in good faith to resolve the Dispute by negotiation between executives designated by the Parties who hold, at a minimum, the office of Senior Vice President and/or General Counsel (such designated executives, the “Dispute Committee”). The Parties agree that the members of the Dispute Committee shall have full and complete authority on behalf of their respective Parties to resolve any Disputes submitted pursuant to this Section 4.2. Such Dispute Committee members and other applicable executives shall meet in person or by teleconference or video conference within thirty (30) days of the date of the Initial Notice to seek a resolution of the Dispute. In the event that the Dispute Committee and other applicable executives are unable to agree to a format for such meeting, the meeting shall be convened in person at a mutually acceptable location in Columbus, Ohio.

4.3 Arbitration.

(a) Any Dispute not finally resolved pursuant to Section 4.2 within sixty (60) days from the delivery of the Initial Notice shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”).

(b) Unless otherwise agreed by the Parties in writing, any Dispute to be decided in arbitration hereunder shall be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10,000,000; or (ii) by an arbitral tribunal of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, is equal to or greater than $10,000,000.

(d) The sole arbitrator or arbitral tribunal shall not award any relief not specifically requested by the Parties and, in any event, shall not award any damages of the types prohibited under Section 10.20.

(e) In addition to the ICC Rules, the Parties agree that the arbitrator(s) and the Parties shall be guided by the IBA Rules on the Taking of Evidence in International Arbitration.

(f) The agreement to arbitrate any Dispute set forth in this Section 4.3 shall continue in full force and effect subsequent to, and notwithstanding the completion, expiration or termination of, this Agreement.

(g) Without prejudice to this binding arbitration agreement, each Party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of Ohio and the federal courts sitting within the State of Ohio in connection with any post-award proceedings or court proceedings in aid of arbitration that are authorized by the Federal Arbitration Act (9 U.S.C. §§ 1-16) or Ohio Arbitration Act (Chapter 2711 of the Ohio Revised Code, R.C. §§ 2711.01 through 2711.24). Judgment upon any awards rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties waive all objections that they may have at any time to the laying of venue of any proceedings brought in such courts, waive any claim that such proceedings have been brought in an inconvenient forum and further waive the right to object with respect to such proceedings that any such court does not have jurisdiction over such Party.

(h) It is the intent of the Parties that the agreement to arbitrate any Dispute set forth in this Section 4.3 shall be interpreted and applied broadly such that all reasonable doubts as to arbitrability of a Dispute shall be decided in favor of arbitration.

(i) The Parties agree that any Dispute submitted to arbitration shall be governed by, and construed and interpreted in accordance with Laws of the State of Ohio, as provided in Section 7.2 and, except as otherwise provided in this Article IV or mutually agreed to in writing by the Parties, the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., shall govern any arbitration between the Parties pursuant to this Section 4.3.

(j) The sole arbitrator or arbitral tribunal shall award to the prevailing Party, if any, the costs of the arbitrator or tribunal, expert witness fees, and attorneys’ fees reasonably incurred by such prevailing Party or its Affiliates in connection with the arbitration.

(k) The Parties undertake to keep confidential any arbitration conducted under this Article IV, including the existence of the arbitration, all orders and awards in the arbitration, and all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

ARTICLE V.

MUTUAL RELEASES; INDEMNIFICATION; COOPERATION; INSURANCE

5.1 Release of Claims Prior to Distribution.

(a) Except as provided in Section 5.1(c), effective as of the Effective Time, New Worthington does hereby, for itself and each other member of the New Worthington Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the New Worthington Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Worthington Steel, the respective members of the Worthington Steel Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Worthington Steel Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all New Worthington Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement

the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the New Worthington Business, the New Worthington Assets or New Worthington Liabilities.

(b) Except as provided in Section 5.1(c), effective as of the Effective Time, Worthington Steel does hereby, for itself and each other member of the Worthington Steel Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Worthington Steel Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) New Worthington, the respective members of the New Worthington Group, their respective Affiliates (other than any member of the Worthington Steel Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the New Worthington Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Worthington Steel Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Worthington Steel Business, the Worthington Steel Assets or the Worthington Steel Liabilities.

(c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b) or (c) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or (b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the Worthington Steel Group or the New Worthington Group that is specified in Section 2.3(b) or (c) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c) as not to terminate as of the Effective Time;

(ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the New Worthington Group, on the one hand, and any member of the Worthington Steel Group, on the other hand;

(iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Worthington Liability and any Worthington Steel Liability, as applicable); or

(iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement.

(d) In addition, nothing contained in Section 5.1(a) or (b) shall release New Worthington from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the New Worthington Group or the Worthington Steel Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by New Worthington immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Worthington Steel Liability, Worthington Steel shall indemnify New Worthington for such Liability (including New Worthington’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.

(e) New Worthington shall not make, and shall not permit any member of the New Worthington Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Worthington Steel or any member of the Worthington Steel Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Worthington Steel shall not make, and shall not permit any member of the Worthington Steel Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against New Worthington or any member of the New Worthington Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b).

(f) Notwithstanding Section 4.3(j), any breach of the provisions of this Section 5.1 by either New Worthington or Worthington Steel shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

5.2 Indemnification by New Worthington. Except as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the fullest extent permitted by Law, New Worthington shall, and shall cause the other members of the New Worthington Group to, indemnify, defend and hold harmless Worthington Steel, each member of the Worthington Steel Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Worthington Steel Indemnitees”), from and against any and all Liabilities of the Worthington Steel Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any New Worthington Liabilities, including any failure of New Worthington or any other member of the New Worthington Group or any other Person to pay, perform or otherwise promptly discharge any New Worthington Liabilities in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof;

(b) any breach by New Worthington or any member of the New Worthington Group of this Agreement or any of the Ancillary Agreements (other than the Specified Ancillary Agreements);

(c) any third-party claims that the use of the Worthington Steel Intellectual Property by any member of the New Worthington Group (or their permitted sublicensees) pursuant to this Agreement or otherwise infringes the Intellectual Property rights of such third party, other than any such claims in connection with the performance by any member of the New Worthington Group of its contractual obligations for the benefit of any member of the Worthington Steel Group pursuant to the Transition Services Agreement or any other agreement between a member of the New Worthington Group and a member of the Worthington Steel Group;

(d) except to the extent that it relates to a Worthington Steel Liability, any guarantee, indemnification or contribution obligation, letter of credit reimbursement obligations, surety, bond or other credit support agreement, arrangement, commitment or understanding for the benefit of New Worthington or any member of the New Worthington Group by Worthington Steel or any member of the Worthington Steel Group that survives following the Effective Time; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if Worthington Steel shall have furnished any amendments or supplements thereto) or any other Disclosure Document specifically relating to (i) the New Worthington Business, New Worthington Assets or New Worthington Liabilities or (ii) the New Worthington Group as of and after the Effective Time.

Notwithstanding the foregoing, in no event shall New Worthington or any other member of the New Worthington Group have any obligations under this Section 5.2 with respect to Liabilities subject to indemnification pursuant to Section 5.3.

5.3 Indemnification by Worthington Steel. Except as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the fullest extent permitted by Law, Worthington Steel shall, and shall cause the other members of the Worthington Steel Group to, indemnify, defend and hold harmless New Worthington, each member of the New Worthington Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “New Worthington Indemnitees”), from and against any and all Liabilities of the New Worthington Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Worthington Steel Liabilities, including any failure of Worthington Steel or any other member of the Worthington Steel Group or any other Person to pay, perform or otherwise promptly discharge any Worthington Steel Liabilities in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof;

(b) any breach by Worthington Steel or any member of the Worthington Steel Group of this Agreement or any Ancillary Agreements, including the failure by Worthington Steel to pay the Worthington Steel Cash Distribution to New Worthington (other than the Specified Ancillary Agreements);

(c) any third-party claims that the use of the Licensed Intellectual Property by any member of the Worthington Steel Group (or their permitted sublicensees) pursuant to this Agreement or otherwise infringes the Intellectual Property rights of such third party;

(d) any guarantee, indemnification or contribution obligation, letter of credit reimbursement obligations, surety, bond or other credit support agreement, arrangement, commitment or understanding for the benefit of Worthington Steel or any member of the Worthington Steel Group by New Worthington or any member of the New Worthington Group that survives following the Effective Time; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if Worthington Steel shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in Section 5.2(e).

5.4 Indemnification Obligations Net of Insurance Proceeds.

(a) The Parties intend that any Liability subject to indemnification or contribution pursuant to this Article V shall be net of Insurance Proceeds that actually reduce the amount of the Liability. Accordingly, the amount that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) shall be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) It is expressly agreed and understood that all rights to indemnification, contribution and reimbursement pursuant to this Article V are in excess of all available insurance. Without limiting the foregoing, the Parties agree that an insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions hereof) by virtue of the Liability allocation,

indemnification and contribution provisions hereof. Accordingly, any provision herein that could have the result of giving any insurer or other Third Party such a “windfall” shall be suspended or amended to the extent necessary to not provide such “windfall.” Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorney’s fees and expenses) to collect or recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article V. The Indemnitee shall make available to the Indemnifying Party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the Indemnifying Party with respect to the recovery of such Insurance Proceeds; provided, however, that nothing in this sentence shall be deemed to require a Party to make available books and records, communications, documents or items that (i) in such Party’s good faith judgment could result in a waiver of any privilege even if the Parties cooperated to protect such privilege as contemplated by this Agreement or (ii) such Party is not permitted to make available because of any Law or any confidentiality obligation to a Third Party, in which case such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Each of Worthington Steel and New Worthington shall, and shall cause the members of its Group to, when appropriate, use commercially reasonable efforts to obtain waivers of subrogation for each of the insurance policies described in Section 5.16. Each of Worthington Steel and New Worthington hereby waives, for itself and each member of its Group, its rights to recover against the other Party in subrogation or as subrogee for a third Person.

(d) For all claims as to which indemnification is provided under Section 5.2 or 5.3 other than Third-Party Claims (as to which Section 5.5 shall apply), the reasonable fees and expenses of counsel to the Indemnitee for the enforcement of the indemnity obligations shall be borne by the Indemnifying Party.

5.5 Procedures for Indemnification of Third-Party Claims.

(a) If, at or after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the New Worthington Group or the Worthington Steel Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee

relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a).

(b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein.

(c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

(d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.2(b), if any Indemnitee determines in good faith that

such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees.

(e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees.

(f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement).

(h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

5.6 Additional Matters.

(a) Indemnification payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification under this Article V shall be paid by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER.

(b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If after such thirty (30)-day period, such claim is not resolved, Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Specified Ancillary Agreements. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.6(b) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.6(b).

(c) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(d) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant for the portion of the Action related to such indemnification claim.

(e) In the event that either Party establishes a risk accrual in an amount of at least $1,000,000 with respect to any Third-Party Claim for which the other Party has sought indemnification pursuant to Section 5.3, such Party shall notify the other Party of the existence and amount of such risk accrual (i.e., when the accrual is recorded in the financial statements as an accrual for a potential liability), subject to the Parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof.

(f) Unless otherwise required by applicable Law, the Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by New Worthington to Worthington Steel, or vice versa, in the same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to the Distribution, except to the extent that New Worthington and Worthington Steel treat a payment as the settlement of an Intercompany liability; provided, however, that any such payment that is made or received by a Person other than New Worthington or Worthington Steel, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for New Worthington or Worthington Steel, in each case as appropriate.

(g) In the case of any Action involving a matter contemplated by Section 5.15(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible Party or one of its Subsidiaries or the business or operations of such non-responsible Party or one of its Subsidiaries, then the non-responsible Party shall be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the defense, compromise, or settlement of that portion of the Third-Party Claim against that Party or one of its Subsidiaries.

(h) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

5.7 Survival of Indemnities. The rights and obligations of each of Worthington Steel and New Worthington and their respective Indemnitees under this Article V shall survive (a) the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities, and (b) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its respective Subsidiaries.

5.8 Right of Contribution.

(a) Contribution. If any right of indemnification contained in this Article V is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts (including any costs, expenses, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof) paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 5.8 in circumstances in which the indemnification is unavailable because of a fault associated with the business conducted by Worthington Steel, New Worthington or a member of their respective Groups, (i) any fault associated with the business conducted with the New Worthington Assets or New Worthington Liabilities (except for the gross negligence or intentional misconduct of Worthington Steel or a member of the Worthington Steel Group) or with the ownership, operation or activities of the New Worthington Business shall be deemed to be the fault of New Worthington and the members of the New Worthington Group, and no such fault shall be deemed to be the fault of Worthington Steel or a member of the Worthington Steel Group; and (ii) any fault associated with the business conducted with the Worthington Steel Assets or the Worthington Steel Liabilities (except for the gross negligence or intentional misconduct of New Worthington or the members of the New Worthington Group) or with the ownership, operation or activities of the Worthington Steel Business shall be deemed to be the fault of Worthington Steel and the members of the Worthington Steel Group, and no such fault shall be deemed to be the fault of New Worthington or the members of the New Worthington Group.

5.9 Covenant Not to Sue (Liabilities and Indemnity). Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Worthington Steel Liabilities by Worthington Steel or a member of the Worthington Steel Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (b) the provisions of this Article V are void or unenforceable for any reason.

5.10 No Impact on Third Parties. For the avoidance of doubt, except as expressly set forth in this Agreement, the indemnifications provided for in this Article V are made only for purposes of allocating responsibility for Liabilities between the Worthington Steel Group, on the one hand, and the New Worthington Group, on the other hand, and are not intended to, and shall not, affect any obligations to, or give rise to any rights of, any third parties.

5.11 No Cross-Claims or Third-Party Claims. Each of New Worthington and Worthington Steel agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third-Party Claim, assert as a counterclaim or third-party claim against any member of the Worthington Steel Group or New Worthington Group, respectively, any claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article IV.

5.12 Severability. If any indemnification provided for in this Article V is determined by the sole arbitrator or arbitral tribunal (as the case may be) to be invalid, void or unenforceable, the liability shall be apportioned between the Indemnitee and the Indemnifying Party as determined in a separate proceeding in accordance with Article IV.

5.13 Specified Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary, to the extent any Specified Ancillary Agreement contains any indemnification obligation or contribution obligation relating to any Worthington Steel Liability, New Worthington Liability, Worthington Steel Asset or New Worthington Asset contributed, assumed, retained, transferred, delivered, conveyed or governed pursuant to such Specified Ancillary Agreement or any Loss under such Specified Ancillary Agreement, as applicable, the indemnification obligations and contribution obligations contained herein shall not apply to such Worthington Steel Liability, New Worthington Liability, Worthington Steel Asset or New Worthington Asset or to such Loss and instead the indemnification obligations and/or contribution obligations set forth in such Specified Ancillary Agreement, as applicable, shall govern with regard to such Worthington Steel Liability, Worthington Liability, Worthington Steel Asset or New Worthington Asset or such Loss.

5.14 Exclusivity. Except as otherwise provided in Section 10.14, the sole and exclusive remedy for any and all claims, Liabilities or other matters based upon, relating to or arising from this Agreement or any Ancillary Agreement (other than the Specified Ancillary Agreements) or the transactions contemplated hereby or thereby shall be the rights of indemnification set forth in this Article V, and no Person shall have any other entitlement, remedy or recourse, whether in contract, tort, strict liability, equitable remedy or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the Parties to the fullest extent permitted by Law. This Section 5.14 shall not operate to interfere with or impede the operation of the covenants contained in this Agreement or any Ancillary Agreement (other than the Specified Ancillary Agreements), with respect to a Party’s right to seek equitable remedies (including specific performance or injunctive relief).

5.15 Cooperation in Defense and Settlement.

(a) With respect to any Third-Party Claim that implicates both Parties in a material fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for the Parties the attorney-client privilege, joint defense or other privilege with respect thereto).

(b) To the extent there are documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for the defense or Liability of a particular Action, such Party shall provide to the other Party (at such other Party’s cost and expense) reasonable access to documents, other materials, employees, and shall permit employees, officers and directors to cooperate as witnesses in the defense of such Action.

(c) Each of Worthington Steel and New Worthington agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a Third Party with respect to which a Party (or the members of its Group) is a named defendant, but the defense of such Action and any recovery in such Action is otherwise not a Liability allocated under this Agreement or any Ancillary Agreement to that Party, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action and such defendants shall not be required to make any payments or contributions therewith.

5.16 Insurance Matters.

(a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Worthington Steel, each other member of the Worthington Steel Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of New Worthington before the Effective Time under any insurance policy, including any rights that Worthington Steel, any other member of the Worthington Steel Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.

(b) After the Effective Time, New Worthington (and each other member of the New Worthington Group) and Worthington Steel (and each other member of the Worthington Steel Group) shall not, without the consent of Worthington Steel or New Worthington, respectively (such consent not to be unreasonably withheld, conditioned or delayed), provide any insurance carrier with a release or amend, modify or waive any rights under any insurance policy if such release, amendment, modification or waiver thereunder would materially adversely affect any rights of any member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.

(d) No member of the New Worthington Group or any New Worthington Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any insurance, (ii) the creditworthiness of any insurance carrier, (iii) the terms and conditions of any policy, or (iv) the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim.

(e) Except to the extent otherwise provided in Section 5.16(b), in no event will New Worthington, any other member of the New Worthington Group or any New Worthington Indemnitee have any Liability or obligation whatsoever to any member of the Worthington Steel Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Worthington Steel Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.

(f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any members of the New Worthington Group in respect of any insurance policy or any other contract or policy of insurance.

(g) Nothing in this Agreement will be deemed to restrict any member of the Worthington Steel Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period. Worthington Steel will acquire its own insurance policies covering the Worthington Steel Group and each of their respective directors, officers and employees with respect to events occurring after the Effective Time.

(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both New Worthington and Worthington Steel desire to reinstate such limits, the cost of reinstatement will be shared by New Worthington and Worthington Steel as the Parties may agree. If either Party, in its sole discretion, determines that such reinstatement would not be beneficial, that Party shall not contribute to the cost of reinstatement and will not make any claim thereunder nor otherwise seek to benefit from the reinstated policy limits.

(i) For purposes of this Agreement, “Covered Matter” shall mean any matter, whether arising before or after the Effective Time, with respect to which any Worthington Steel Indemnitee may seek to exercise any right under any insurance policy pursuant to this Section 5.16. If Worthington Steel receives notice or otherwise learns of any Covered Matter, Worthington Steel shall promptly give New Worthington written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter and any Joint Claim, New Worthington shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to Worthington Steel. If New Worthington or another member of the New Worthington Group fails to notify Worthington Steel within fifteen (15) days that it has submitted an insurance claim with respect to a Covered Matter or Joint Claim, Worthington Steel shall be permitted to submit (on behalf of the applicable Worthington Steel Indemnitee) such insurance claim.

(j) Each of Worthington Steel and New Worthington will share such information as is reasonably necessary in order to permit the other Party to manage and conduct its insurance matters in an orderly fashion and provide the other Party with any assistance that is reasonably necessary or beneficial in connection with such Party’s insurance matters.

5.17 Guarantees, Letters of Credit and Other Obligations.

(a) On or prior to the Effective Time or as soon as practicable thereafter, New Worthington shall (with the reasonable cooperation of the applicable members of the New Worthington Group) use its commercially reasonable efforts to have any members of the Worthington Steel Group removed as guarantor of or obligor for any Worthington Liability. On or prior to the Effective Time or as soon as practicable thereafter, Worthington Steel shall (with the reasonable cooperation of the applicable members of the Worthington Steel Group) use its commercially reasonable efforts to have any members of the New Worthington Group removed as guarantor of or obligor for any Worthington Steel Liabilities.

(b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Worthington Steel Group with respect to New Worthington Liabilities, New Worthington shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which New Worthington would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the New Worthington Group with respect to Worthington Steel Liabilities, Worthington Steel shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Worthington Steel would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.17, (i) with respect to New Worthington Liabilities, (A) New Worthington shall, and shall cause the other members of the New Worthington Group to, indemnify, defend and hold harmless each of the Worthington Steel Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Worthington Steel Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) New Worthington shall not, and shall cause the other members of the New Worthington Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Worthington Steel Group is or may be liable unless all obligations of the members of the Worthington Steel Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Worthington Steel in its sole and absolute discretion and (ii) with respect to Worthington Steel Liabilities, (A) Worthington Steel shall, and shall cause the other members of the Worthington Steel Group to, indemnify, defend and hold harmless each of the New Worthington Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable New Worthington Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Worthington Steel shall not, and shall cause the other members of the Worthington Steel Group not to, agree to renew or extend the

term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the New Worthington Group is or may be liable unless all obligations of the members of the New Worthington Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to New Worthington in its sole and absolute discretion.

ARTICLE VI.

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of New Worthington and Worthington Steel, on behalf of itself and the members of its respective Group, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party, at any time before or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of either Party or any of the members of its Group to the extent that: (i) such Information relates to the Worthington Steel Business or any Worthington Steel Asset or Worthington Steel Liability, if Worthington Steel is the requesting party, or to the New Worthington Business or any New Worthington Asset or New Worthington Liability, if New Worthington is the requesting party; (ii) such Information is required by the requesting party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting party to comply with any obligation imposed by any Governmental Authority, applicable law, rule, professional standard, regulation, policy statement, court order, legal, judicial, or administrative process, other similar process (whether by oral questions, interrogatories, requests for information or documents in legal or regulatory proceedings, subpoena, civil investigative demand, or other similar process, or by the Securities and Exchange Commission or the New York Stock Exchange or any other regulatory or self-regulatory authority); provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.4.

6.2 Ownership of Information. Any Information owned by one Group that is provided to a requesting Party pursuant to Section 6.1 or 6.7 shall remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

6.3 Compensation for Providing Information. The Party requesting Information agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, of gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any costs and expenses incurred in any review of Information for purposes of protecting the privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement or any other agreement between the Parties, such costs shall reflect the providing Party’s actual costs and expenses.

6.4 Record Retention.

(a) The Parties agree and acknowledge that following the Effective Time, it is likely that each Party will have some of the Tangible Information of the other Party stored at its facilities or at Third Party records storage locations arranged for by such Party (each, a “Records Facility”) and the cost of any Third Party Records Facility where Tangible Information belonging to both members of the Worthington Steel Group, on the one hand, and members of the New Worthington Group, on the other hand, is stored shall be split equitably between the Worthington Steel Group and the New Worthington Group.

(b) Each Party shall use the same degree of care (but no less than a reasonable degree of care) as it takes to preserve confidentiality for its own similar Information: (i) to maintain the Stored Records at its Record Facility in accordance with its regular records retention policies and procedures and the terms of this Section 6.4; and (ii) to comply with the requirements of any “litigation hold” that relates to Stored Records at its Record Facility that relates to (x) any Action that is pending as of the Effective Time or (y) any Action that arises or becomes threatened or reasonably anticipated after the Effective Time as to which the Party storing such Stored Records has received a written notice of the applicable “litigation hold” from the other Party; provided, that such other Party shall be obligated to provide the Party storing such Stored Records with timely notice of the termination of such “litigation hold.”

(c) Each Party shall, from time to time, at the reasonable request of the other Party, provide such other Party with technical assistance and information in respect to any claims brought against such other Party involving the conduct of the Worthington Steel Business or the New Worthington Business, as applicable, prior to the Effective Time, including by making available employees of such Party’s Group and consultation and appearances of such persons on a reasonable basis as expert or fact witnesses in trials or administrative proceedings. The Party receiving such assistance and information shall reimburse the other Party for its reasonable out-of-pocket costs (travel, hotels, etc.) of providing such services, consistent with the receiving Party’s policies and practices regarding such expenditures.

6.5 Limitations of Liability. No Party shall have any liability to any other Party relating to or arising out of (a) any Information exchanged or provided pursuant to Section 6.1 that is found to be inaccurate in the absence of willful misconduct by the Party providing such Information or (b) the destruction of any Information after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

6.6 Other Agreements Providing for Exchange of Information.

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth herein or any Ancillary Agreement.

(b) Either Party that receives, pursuant to a request for Information in accordance with this Article VI, Tangible Information that is not relevant to its request shall (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information and (ii) deliver to the providing Party a certificate certifying that such Tangible Information was returned or destroyed, as the case may be, which certificate shall be signed by an authorized Representative of the requesting Party.

(c) When any Tangible Information provided by one Party to the other Party (other than Tangible Information provided pursuant to Section 6.4) is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement or is no longer required to be retained by applicable Law, the receiving Party shall promptly, after request of the other Party, either return to the other Party all Tangible Information in the form in which it was originally provided (including all copies thereof and all notes, extracts or summaries based thereon) or, if the providing Party has requested that the other Party destroy such Tangible Information, certify to the other Party that it has destroyed such Tangible Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, that this obligation to return or destroy such Tangible Information shall not apply to any Tangible Information solely related to the receiving Party’s business, Assets, Liabilities, operations or activities.

6.7 Auditors and Audits.

(a) Until the first Worthington Steel fiscal year end occurring after the Effective Time and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs, each Party shall provide or provide access to the other Party on a timely basis, all information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated by the SEC and, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

(b) In the event a Party restates any of its financial statements that include such Party’s audited or unaudited financial statements with respect to any balance sheet date or period of operation as of the end of and for the 2023 fiscal year and the five (5) year period ending May 31, 2023, such Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the SEC that includes such restated audited or unaudited financial statements (the “Amended Financial Report”); provided, however, that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the SEC, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, however, that such first Party’s financial personnel will actively consult with the other Party’s financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the SEC, with particular focus on any changes which would have an effect upon the other Party’s financial statements or related disclosures. Each Party will reasonably cooperate with, and permit and make any necessary employees available to, the other Party, in connection with the other Party’s preparation of any Amended Financial Reports.

6.8 Privileged Matters.

(a) The Parties recognize that legal and other professional services that have been and shall be provided prior to the Effective Time have been and shall be rendered for the collective benefit of each of the members of the New Worthington Group and the Worthington Steel Group, and that each of the members of the New Worthington Group and the Worthington Steel Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges and immunities that may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided after the Effective Time, which services will be rendered solely for the benefit of the New Worthington Group or the Worthington Steel Group, as the case may be.

(b) The Parties agree as follows:

(i) New Worthington shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the New Worthington Business, whether or not the Privileged Information is in the possession or under the control of a member of the New Worthington Group or the Worthington Steel Group; New Worthington shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any New Worthington Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the New Worthington Group or the Worthington Steel Group;

(ii) Worthington Steel shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Worthington Steel Business, whether or not the Privileged Information is in the possession or under the control of a member of the New Worthington Group or the Worthington Steel Group; Worthington Steel shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Worthington Steel Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the New Worthington Group or the Worthington Steel Group; and

(iii) If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined that such information is not Privileged Information or unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article IV to resolve any Disputes as to whether any information relates solely to the New Worthington Business, solely to the Worthington Steel Business, or to both the New Worthington Business and the Worthington Steel Business.

(c) Subject to Sections 6.8(d) and 6.8(e), the Parties agree that they shall have a shared privilege or immunity with respect to all privileges not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the written consent of the other Party.

(d) If any dispute arises between the Parties, or any member of their respective Groups, regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Groups, each Party agrees that it shall: (i) negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except to protect its own legitimate interests.

(e) Upon receipt by any member of the Worthington Steel Group of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Information subject to a shared privilege or immunity or as to which New Worthington or any of its Subsidiaries has the sole right hereunder to assert a privilege or immunity, or if Worthington Steel obtains knowledge that any of its, or any member of the Worthington Steel Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, Worthington Steel shall promptly provide written notice to New Worthington of the existence of the request (which notice shall be delivered to New Worthington no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide New Worthington a reasonable opportunity to review the Information and to assert any rights it or they may have, including under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(f) Upon receipt by any member of the New Worthington Group of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Information subject to a shared privilege or immunity or as to which Worthington Steel or any member of the Worthington Steel Group has the sole right hereunder to assert a privilege or immunity, or if New Worthington obtains knowledge that any of its, or any member of the New Worthington Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, New Worthington shall promptly provide written

notice to Worthington Steel of the existence of the request (which notice shall be delivered to Worthington Steel no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide Worthington Steel a reasonable opportunity to review the Information and to assert any rights it or they may have, including under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access to, Information pursuant to this Agreement and the transfer of the Assets and retention of the Worthington Steel Assets by Worthington Steel are made and done in reliance on the agreement of the Parties set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that: (i) the exchange or retention by one Party to the other Party of any Privileged Information that should not have been transferred or retained, as the case may be, pursuant to the terms of this Article VI shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such Privileged Information; and (ii) the Party receiving or retaining such Privileged Information shall promptly return or transfer, as the case may be, such Privileged Information to the Party who has the right to assert the privilege or immunity.

(h) In furtherance of, and without limitation to, the Parties’ agreement under this Section 6.8, New Worthington and Worthington Steel shall, and shall cause their applicable Subsidiaries to, use reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

6.9 Confidentiality.

(a) Confidentiality. From and after the Effective Time, subject to Section 6.10 and except as contemplated by or otherwise provided in this Agreement or any Ancillary Agreement, New Worthington, on behalf of itself and each of its Subsidiaries, and Worthington Steel, on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to New Worthington’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential or proprietary Information concerning the other Party (or its business) and the other Party’s Subsidiaries (or their respective businesses) that is either in its possession (including confidential or proprietary Information in its possession prior to the Effective Time) or furnished by the other Party or the other Party’s Subsidiaries or their respective Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and shall not use any such confidential or proprietary Information other than for such purposes as may be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential or proprietary Information has been: (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party or any of

its Subsidiaries, which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential or proprietary Information or (iii) independently developed or generated without reference to or use of the respective proprietary or confidential Information of the other Party or any of its Subsidiaries. The foregoing restrictions shall not apply in connection with the enforcement of any right or remedy relating to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. If any confidential or proprietary Information of one Party or any of its Subsidiaries is disclosed to another Party or any of its Subsidiaries in connection with providing services to such first Party or any of its Subsidiaries under this Agreement or any Ancillary Agreement, then such disclosed confidential or proprietary Information shall be used only as required to perform such services.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any confidential or proprietary Information of the other Party addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such Information), and except in compliance with Section 6.10. Without limiting the foregoing, when any Information furnished by the other Party after the Effective Time pursuant to this Agreement or any Ancillary Agreement is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party shall, at its option, promptly after receiving a written notice from the disclosing Party, either return to the disclosing Party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the disclosing Party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, however, that a Party shall not be required to destroy or return any such Information to the extent that (i) the Party is required to retain the Information in order to comply with any applicable Law, (ii) the Information has been backed up electronically pursuant to the Party’s standard document retention policies and will be managed and ultimately destroyed consistent with such policies or (iii) it is kept in the Party’s legal files for purposes of resolving any dispute that may arise under this Agreement or any Ancillary Agreement.

(c) Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and its respective Subsidiaries may presently have and, after the Effective Time, may gain access to or possession of confidential or proprietary Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or the other Party’s Subsidiaries, on the other hand, prior to the Effective Time or (ii) that, as between the two parties, was originally collected by the other Party or the other Party’s Subsidiaries and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Subsidiaries and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary Information of, or personal Information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or the other Party’s Subsidiaries, on the one hand, and such Third Parties, on the other hand.

6.10 Protective Arrangements. In the event that either Party or any of its Subsidiaries is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the Party or any member of its Group are traded to disclose or provide any confidential or proprietary Information of the other Party (other than with respect to any such Information furnished pursuant to the provisions of Section 6.1 or 6.7, as applicable) that is subject to the confidentiality provisions hereof, such Party shall provide the other Party with written notice of such request or demand (to the extent legally permitted) as promptly as practicable under the circumstances so that such other Party shall have an opportunity to seek an appropriate protective order, at such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

6.11 Witness Services. At all times from and after the Effective Time, each of New Worthington and Worthington Steel shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 6.11 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

6.12 Personal Data.

(a) The Parties acknowledge that (i) New Worthington is a “controller” as such term is set forth in the GDPR (a “Data Controller”) with respect to the Processing of the New Worthington Personal Data prior to and after the Effective Time, (ii) Worthington Steel and New Worthington are separate Data Controllers with respect to the Processing of Worthington Steel Personal Data prior to the Effective Time, and (iii) Worthington Steel remains a Data Controller with respect to the Processing of the Worthington Steel Personal Data from and after the Effective Time. As such, from and after the Effective Time, Worthington Steel shall comply with the requirements of Data Protection Laws applicable to Data Controllers in connection with the Worthington Steel Personal Data and this Agreement and shall not knowingly do anything or permit anything to be done which might lead to a breach by New Worthington or its Affiliates of the Data Protection Laws.

(b) Both Parties shall cooperate to ensure that their Processing of Personal Data hereunder does and will comply with all applicable Data Protection Laws and take all reasonable precautions to avoid acts that place the other Party in breach of its obligations under any applicable Data Protection Laws. Nothing in this Section 6.12 shall be deemed to prevent any Party from taking the steps it reasonably deems necessary to comply with any applicable Data Protection Laws.

ARTICLE VII.

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

7.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use its commercially reasonable efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable on its part under applicable Laws, regulations and agreements, to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with each other Party hereto, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain or make any Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any Third-Party consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party hereto from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the Worthington Steel Assets and the assignment and assumption of the Worthington Steel Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of any other Party, take such other actions as may be reasonably necessary to vest in such other Party all of the transferring Party’s right, title and interest to the Assets allocated to such Party by this Agreement or any Ancillary Agreement, in each case, if and to the extent it is practicable to do so.

(c) On or prior to the Effective Time, New Worthington and Worthington Steel in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of New Worthington or Subsidiary of Worthington Steel, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

7.2 Performance. New Worthington shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the New Worthington Group. Worthington Steel shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Worthington Steel Group. Each Party (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 7.2 to all of the other members of its Group, and (b) cause all of the other members of its Group not to take, or omit to take, any action which action or omission would violate or cause such Party to violate this Agreement or any Ancillary Agreement or materially impair such Party’s ability to consummate the transactions contemplated hereby or thereby.

7.3 No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities.

(a) Each of the Parties agrees that this Agreement shall not include any noncompetition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, or in the Ancillary Agreements, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) subject to Section 7.6, employ or otherwise engage any officer, director or employee of the other Group.

(b) Except as expressly provided herein, or in the Ancillary Agreements, the Parties hereby acknowledge and agree that if any Person that is a member of a Group, including any officer or director thereof, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for either or both Groups, the other Group shall not have an interest in, or expectation that such opportunity be offered to it or that it be offered an opportunity to participate therein, and any such expectation with respect to such opportunity, is hereby renounced by such Group. Accordingly, except as expressly provided herein, or in the Ancillary Agreements, (i) neither Group will be under any obligation to present, communicate or offer any such opportunity to the other Group and (ii) each Group has the right to hold any such opportunity for its own account, or to direct, recommend, sell, assign or otherwise transfer such opportunity to any Person or Persons other than the other Group, and, to the fullest extent permitted by Law, neither Group shall have or be under any duty to the other Group and shall not be liable to the other Group for any breach or alleged breach thereof or for any derivation of personal economic gain by reason of the fact that such Group or any of its officers or directors pursues or acquires the opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the opportunity to another Person, or such Group does not present, offer or communicate information regarding the opportunity to the other Group.

(c) For the purposes of this Section 7.3, “corporate opportunities” of a Group shall include business opportunities that such Group is financially able to undertake, that are, by their nature, in a line of business of such Group, are of practical advantage to it and are ones in which any member of the Group has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of a Person or any of its officers or directors will be brought into conflict with that of such Group.

7.4 Mail Forwarding. (a) New Worthington agrees that following the Effective Time it shall use its commercially reasonable efforts to forward to Worthington Steel any correspondence relating to the Worthington Steel Business (or a copy thereof to the extent such correspondence relates to both the Worthington Steel Business and the New Worthington Business) that is delivered to New Worthington and (b) Worthington Steel agrees that following the Effective Time it shall use its commercially reasonable efforts to forward to New Worthington any correspondence relating to the New Worthington Business (or a copy thereof to the extent such correspondence relates to both the New Worthington Business and the Worthington Steel Business) that is delivered to Worthington Steel.

7.5 Non-Disparagement. Each of the Parties shall not and shall direct their respective Groups and their respective officers and employees not to make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages the other Group or any of their respective officers, directors or employees.

7.6 Non-Solicitation Covenant. For a period of one (1) year from and after the Effective Time, neither Party shall, and shall ensure that the other members of such Party’s Group shall not, directly or indirectly, solicit or hire any manager-level and above employees of the other Party’s Group without the prior written consent of New Worthington or Worthington Steel, as applicable; provided, however, that this Section 7.6 shall not prohibit any general offers of employment to the public, including through a bona fide search firm, so long as it is not specifically targeted toward employees of the New Worthington Group or Worthington Steel Group, as applicable.

7.7 Order of Precedence.

(a) Notwithstanding anything to the contrary in this Agreement or any Specified Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and any Specified Ancillary Agreement, the provisions of such Specified Ancillary Agreement shall prevail.

(b) The Parties acknowledge and confirm that, notwithstanding anything to the contrary in the Transfer Documents, (i) to the extent that any provision of the Transfer Documents conflicts with this Agreement, this Agreement shall be deemed to control with respect to the subject matter thereof and (ii) the Transfer Documents shall not be deemed in any way to amend, expand, restrict or otherwise modify such parties’ rights and obligations set forth in this Agreement.

7.8 New Worthington Marks.

(a) Except as provided in this Section 7.8 or in the Trademark License Agreement:

(i) Worthington Steel acknowledges and agrees that the New Worthington Marks are owned solely by the New Worthington Group, and that none of the Worthington Steel Group shall have any right, title or interest in and to the New Worthington Marks; and

(ii) following the Separation, the Worthington Steel Group shall not: (A) use any of the New Worthington Marks, the New Worthington-Formative Marks or any Trademarks or domain names confusingly similar to or embodying any of the New Worthington Marks, either alone or in combination with other words or elements; (B) seek to register any New Worthington-Formative Marks, (C) challenge any rights of the New Worthington Group in any New Worthington-Formative Marks or their rights to register the same; (D) challenge the validity or enforceability of any of the New Worthington-Formative Marks; or (E) assist any third party in connection with any of the foregoing.

(b) In furtherance of Worthington Steel’s obligations in Section 7.8(a) above, except as provided in the Trademark License Agreement, as soon as possible following the Separation but not later than one year thereafter, the Worthington Steel Group shall remove and change signage, change and substitute promotional or advertising material in whatever medium, change stationery and packaging and take all such other steps as may be required or appropriate to cease all use of the New Worthington Marks; provided, however, that the Worthington Steel Group shall not be in violation of this Section 7.8(b) by reason of:

(i) the appearance of the New Worthington Marks in or on any tools, dies, equipment, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written materials or other Worthington Steel Assets that are used for internal purposes only in connection with the Worthington Steel Business; provided that Worthington Steel reasonably endeavors to remove such appearances of the New Worthington Marks in the ordinary course of the operation of the Worthington Steel Business;

(ii) the appearance of the New Worthington Marks in or on any third party’s publications, marketing materials, brochures, instruction sheets, equipment or products that were distributed in the ordinary course of business or pursuant to a Contract prior to the Separation, and that generally are in the public domain, or any other similar uses by any such third party over which none of the Worthington Steel Group have control; or

(iii) the use by the Worthington Steel Group of the New Worthington Marks in a non-trademark manner for purposes of notifying customers or the general public of the Separation.

ARTICLE VIII.

INTELLECTUAL PROPERTY LICENSES

8.1 License to Worthington Steel.

(a) Licensed Intellectual Property. New Worthington, on behalf of itself and the New Worthington Group, hereby grants to the Worthington Steel Group a perpetual, irrevocable, royalty-free, fully paid up, non-transferrable (except as permitted pursuant to Section 8.1(g)), non-exclusive license to use the Licensed Intellectual Property in connection the Worthington Steel Business. The foregoing license includes the right (i) to make, have made, use, sell, offer for sale, and import products and services, and (ii) to publish, display, reproduce, copy, create derivative works of, enhance, and otherwise exploit such Licensed Intellectual Property, in each case, in connection with the operation of the Worthington Steel Business.

(b) Ownership of Improvements. As between the Parties, any derivative works, enhancements or other improvements to the Licensed Intellectual Property made or created by or on behalf of any member of the Worthington Steel Group shall be owned by Worthington Steel or its applicable Affiliate.

(c) Sublicensing. The license to the Worthington Steel Group pursuant to Section 8.1(a) shall be sublicensable solely as and to the extent necessary (i) to service providers of the Worthington Steel Group in connection with the provision of services to the Worthington Steel Group, which services require the use of the Licensed Intellectual Property, but not for the benefit of such service providers, and (ii) to customers of the Worthington Steel Group in connection with their purchase of products and services from the Worthington Steel Group. Worthington Steel shall require such permitted sublicensees in writing to comply with the limited scope of any such sublicense, and with confidentiality obligations consistent with Article VI.

(d) Limitations. All Licensed Intellectual Property is licensed as such Intellectual Property exists as of the Effective Time and subject to any and all licenses that have been granted by New Worthington, its Affiliates or its or their predecessors-in-interest with respect thereto prior to the Effective Time. There is no obligation to provide upgrades, updates, enhancements, improvements, support or maintenance to any of the Licensed Intellectual Property. Without limiting the generality of the foregoing, nothing contained in this Section 8.1 shall be construed as:

(i) requiring the filing of any patent application or application to register any other Intellectual Property, the securing of any patent or Intellectual Property registration, or the maintaining of any patent or Intellectual Property in force;

(ii) an agreement to bring or prosecute actions or suits against third parties for infringement or misappropriation; or

(iii) an obligation to furnish any assistance or any technical support.

(e) Notification of Infringement. Worthington Steel shall promptly notify New Worthington if Worthington Steel or any of its Affiliates becomes aware of any activities of a third party that reasonably appear to be an infringement of any item of Licensed Intellectual Property.

(f) Confidentiality. Worthington Steel shall maintain the confidentiality of trade secrets and other non-public Intellectual Property included in the Licensed Intellectual Property in accordance with Article VI.

(g) Assignment.

(i) Except as set forth in Section 8.1(c) and in this Section 8.1(g)(i), the license granted pursuant to Section 8.1(a) may not, without the prior written consent of New Worthington, be assigned, sublicensed or otherwise transferred in whole or in part by any member of the Worthington Steel Group, by operation of Law or otherwise (which shall be deemed to include a change of control of any member of the Worthington Steel Group), and any attempt to do so shall be null and void; provided, however, that any member of the Worthington Steel Group may, without New Worthington’s consent (A) transfer all or a part of its rights and obligations under this Section 8.1 to its Affiliates for so long as they remain Affiliates of Worthington Steel; (B) transfer all of its rights and obligations under this Section 8.1 to any third party in connection with an acquisition of all or substantially all of the Worthington Steel Business (whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise) or (C) transfer all or part of its rights and obligations under this Section 8.1 or sublicense any of the licenses granted hereunder to any third party in connection with an acquisition of any discrete operating business unit or division of the Worthington Steel Business (whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise); provided that, in each of the cases (B) – (C), (x) upon such transfer, the license shall only be used in connection with the operation of the business, business unit or division being sold, and (y) the transfer or sublicense is limited solely to the business unit or division being sold; and provided further that, in each of the cases (A) – (C), such transferee, sublicensee, assignee or successor agrees to be bound by this Section 8.1.

(ii) For the avoidance of doubt, New Worthington and its Affiliates shall be free to transfer the Licensed Intellectual Property without any consent or sell, transfer, assign, dispose of in any way, license, sublicense and grant any kind of rights with respect to any Licensed Intellectual Property to any Person and impose any kind of restrictions to any Person relating to or in connection with any Licensed Intellectual Property; provided, however, in each case, that the license and rights granted to the Worthington Steel Group under and pursuant to this Agreement remain in full force and effect and continue to inure to the benefit of the Worthington Steel Group without any restriction or alteration.

8.2 License to Worthington.

(a) Worthington Steel Intellectual Property. Worthington Steel acknowledges that the Worthington Steel Intellectual Property is transferred to Worthington Steel subject to, and the New Worthington Group is hereby granted, a perpetual, irrevocable, royalty-free, fully paid up, non-transferrable (except as permitted pursuant to Section 8.2(g)), non-exclusive license to use, in connection with any business conducted by the New Worthington Group, the Worthington Steel Intellectual Property (other than Trademarks) used or held for use as of the Effective Time in connection with the New Worthington Business. The foregoing license includes the right (i) to make, have made, use, sell, offer for sale, and import products and services, and (ii) to publish, display, reproduce, copy, create derivative works of, enhance, and otherwise exploit such Worthington Steel Intellectual Property, in each case, in the operation of the New Worthington Business.

(b) Ownership of Improvements. As between the Parties, any derivative works, enhancements or other improvements to the Worthington Steel Intellectual Property made or created by or on behalf of any member of the New Worthington Group shall be owned by New Worthington or its applicable Affiliate.

(c) Sublicensing. The license to the New Worthington Group pursuant to Section 8.2(a) shall be sublicensable solely as and to the extent necessary (i) to service providers of the New Worthington Group in connection with the provision of services to the New Worthington Group, which services require the use of the Worthington Steel Intellectual Property, but not for the benefit of such service providers, and (ii) to customers of the New Worthington Group in connection with their purchase of products and services from the New Worthington Group. New Worthington shall require such permitted sublicensees in writing to comply with the limited scope of any such sublicense, and with confidentiality obligations consistent with Article VI.

(d) Limitations. All Worthington Steel Intellectual Property is licensed as such Intellectual Property exists as of the Effective Time and subject to any and all licenses that have been granted by New Worthington, its Affiliates or its or their predecessors-in-interest with respect thereto prior to the Effective Time. There is no obligation to provide upgrades, updates, enhancements, improvements, support or maintenance to any of the Worthington Steel Intellectual Property. Without limiting the generality of the foregoing, nothing contained in this Section 8.2 shall be construed as:

(ii) an agreement to bring or prosecute actions or suits against third parties for infringement or misappropriation; or

(iii) an obligation to furnish any assistance or any technical support.

(e) Notification of Infringement. New Worthington shall promptly notify Worthington Steel if New Worthington or any of its Affiliates becomes aware of any activities of a third party that reasonably appear to be an infringement of any item of Worthington Steel Intellectual Property.

(f) Confidentiality. New Worthington shall maintain the confidentiality of trade secrets and other non-public Intellectual Property included in the Worthington Steel Intellectual Property in accordance with Article VI.

(g) Assignment.

(i) Except as set forth in Section 8.2(c) and in this Section 8.2(g)(i), the license granted pursuant to Section 8.2(a) may not, without the prior written consent of Worthington Steel, be assigned, sublicensed or otherwise transferred in whole or in part by any member of the New Worthington Group, by operation of Law or otherwise, and any attempt to do so shall be null and void; provided, however, that any member of the New Worthington Group may, without Worthington Steel’s consent, (A) transfer all or a part of its rights and obligations under this Section 8.2 to its Affiliates for so long as they remain Affiliates of New Worthington; (B) transfer all of its rights and obligations under this Section 8.2 to any third party in connection with an acquisition of all or substantially all of the New Worthington Business (whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise); and (C) transfer all or part of its rights and obligations under this Section 8.2 or sublicense any of the licenses granted hereunder to any third party in connection with an acquisition of any discrete operating business unit or division of the New Worthington Business (whether by merger, consolidation, sale of

assets, sale or exchange of stock, or otherwise); provided that, in each of the cases (B) – (C), (x) upon such transfer, the license is used only in connection with the operation of the business, business unit or division being sold; and (y) the transfer is limited solely to such business unit or division; and provided, further, that, in each of the cases in (A) – (C), such transferee, sublicensee, assignee or successor agrees to be bound by this Section 8.2.

(ii) For the avoidance of doubt, Worthington Steel and its Affiliates shall be free to transfer the Worthington Steel Intellectual Property without any consent or sell, transfer, assign, dispose of in any way, license, sublicense and grant any kind of rights with respect to any Worthington Steel Intellectual Property to any Person and impose any kind of restrictions to any Person relating to or in connection with any Worthington Steel Intellectual Property; provided, however, in each case, that the license and rights granted to the New Worthington Group under and pursuant to this Agreement remain in full force and effect and continue to inure to the benefit of the New Worthington Group without any restriction or alteration.

ARTICLE IX.

TERMINATION

9.1 Termination. This Agreement and any Ancillary Agreement may be terminated and the terms and conditions of the Separation and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole and absolute discretion of the New Worthington Board without the approval of any other Person, including Worthington Steel or New Worthington or the shareholders of Worthington Steel or New Worthington. In the event that this Agreement is terminated, this Agreement shall become null and void and no Party, nor any Party’s directors, officers or employees, shall have any Liability of any kind to any Person by reason of this Agreement. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by New Worthington and Worthington Steel.

9.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X.

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile, electronic mail (including.pdf, DocuSign or other electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(b) This Agreement, the Ancillary Agreements and the exhibits, annexes and schedules hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein.

(c) New Worthington represents on behalf of itself and each other member of the New Worthington Group, and Worthington Steel represents on behalf of itself and each other member of the Worthington Steel Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been or will be duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

10.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance and remedies.

10.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or party thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

10.4 Third-Party Beneficiaries. Except for the release and indemnification rights under this Agreement of any New Worthington Indemnitee or Worthington Steel Indemnitee in their respective capacities as such, and the provisions of Section 5.1(d) as to directors and officers of New Worthington Group and Worthington Steel Group: (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) except the Parties hereto any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither

this Agreement nor any Ancillary Agreement shall provide any third Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5 Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable, and unless otherwise provided thereunder, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5):

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

10.6 Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

10.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8 Press Release.

(a) No later than one (1) Business Day after the Effective Time, Worthington Steel and New Worthington shall issue a joint press release regarding the consummation of the Separation and Distribution.

(b) Worthington Steel shall not issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby or make any other public disclosure regarding the terms of this Agreement or the transactions contemplated hereby, or the discussions relating hereto, without obtaining the prior written approval of New Worthington.

10.9 Expenses. The expenses and costs incurred in connection with the Transactions shall be borne 100% by New Worthington.

10.10 Late Payments. Except as expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus one and one-half percent (1.5%) or the maximum rate permitted by Law, whichever is less.

10.11 Headings. The article, section and paragraph headings contained in this Agreement or any Ancillary Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

10.12 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and the Ancillary Agreements, and liability for the breach of any obligations contained herein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect in accordance with their terms.

10.13 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

10.14 Specific Performance. Subject to Article IV, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.15 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement, including terms relating to the Separation and the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the New Worthington Board without the approval of any Person, including Worthington Steel or New Worthington.

10.16 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

10.17 Performance . Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

10.18 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement or any Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

10.19 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement (other than Sections 2.2, 2.6(c), 2.7, 3.2(c), 3.3(n), 5.5(g) and 5.6(f)), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement or of an Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

10.20 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE INVESTIGATION OR DEFENSE THEREOF, PAID BY AN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM).

[Signature Page to Follow.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.


WORTHINGTON INDUSTRIES, INC.

By:		/s/ Joseph B. Hayek
Name:		Joseph B. Hayek
Title:		Vice President

Signature Page to Separation and Distribution Agreement

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.


WORTHINGTON STEEL, INC.

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President

Signature Page to Separation and Distribution Agreement

Exhibit 3.1

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DATE 12/01/2023 DOCUMENT ID 202333403314 DESCRIPTION FILING EXPED CERT COPY AMENDED/RESTATED ARTICLES (AMA) 100050.00 300.00 0.00 0.00 Receipt This is not a bill. Please do not remit payment. VORYS, SATER, SEYMOUR AND PEASE LLP ATTN: MICHELLE GOODWIN 52 EAST GAY ST COLUMBUS, OH 43215 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Frank LaRose 5007932 It is hereby certified that the Secretary of State of Ohio has custody of the business records for WORTHINGTON STEEL, INC. and, that said business records show the filing and recording of: Document(s) AMENDED/RESTATED ARTICLES Effective Date: 11/30/2023 Document No(s): 202333403314 Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 1st day of December, A.D. 2023. Ohio Secretary of State United States of America State of Ohio Office of the Secretary of State

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Form 540 Prescribed by: Frank LaRose Ohio Secretary of State Toll Free: 877.767.3453 Central Ohio: 614,466.3910 OhioSoS.gov business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov For screen readers, follow instructions located at this path. Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 1329 Columbus, OH 43216 Expedite Filing (Two business day processing time. Requires an additional $100.00) P.O, Box 1390 Columbus, OH 43216 Certificate of Amendment (For-Profit, Domestic Corporation) Filing Fee: $50 Form Must Be Typed Check appropriate box: Amendment to existing Articles of Incorporation (125-AMDS) Amended and Restated Articles (122-AMAP)—The following articles supersede the existing articles and all amendments thereto. Complete the following information: Name of Corporation Worthington Steel, Inc. Charter Number 5007932 Check one box below and provide information as required: The articles are hereby amended by the Incorporators. Pursuant to Ohio Revised Code section 1701.70 (A), incorporators may adopt an amendment to the articles by a writing signed by them if initial directors are not named in the articles or elected and before subscriptions to shares have been received. The articles are hereby amended by the Directors. Pursuant to Ohio Revised Code section 1701.70(A), directors may adopt amendments if initial directors were named in articles or elected, but subscriptions to shares have not been received. Also, Ohio Revised Code section 1701.70(B) sets forth additional cases in which directors may adopt an amendment to the articles. The resolution was adopted pursuant to Ohio Revised Code section 1701.70(B) (In this space insert the number 1 through 10 to provide basis for adoption.) The articles are hereby amended by the Shareholders pursuant to Ohio Revised Code section 1701.71. The articles are hereby amended and restated pursuant to Ohio Revised Code section 1701.72. Form 540 Page 2 of 4 Last Revised: 06/2019

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A copy of the resolution of amendment is attached to this document. Note: If amended articles were adopted, they must set forth all provisions required in original articles except that articles amended by directors or shareholders need not contain any statement with respect to initial stated capital. See Ohio Revised Code section 1701.04 for required provisions. By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document. Required Signature Must be signed by all incorporators, if amended by incorporators, or an authorized officer if amended by directors or shareholders, pursuant to Ohio Revised Code section 1701.73(B) and (C). If authorized representative is an individual, then they must sign in the “signature” box and print their name in the “Print Name” box. If authorized representative is a business entity, not an individual, then please print the business name in the “signature” box, an authorized representative of the business entity must sign in the “By” box and print their name in the “Print Name” box, By (if applicable) Michaune D. Tillman. Print Name Signature By (if applicable) Print Name Form 549 Page 3 of 4 Last Revised: 06/2019

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ATTACHMENT TO CERTIFICATE OF AMENDMENT OF WORTHINGTON STEEL, INC. RESOLVED, that the Amended and Restated Articles of Incorporation of Worthington Steel, Inc., an Ohio corporation (the “Corporation”), in the form attached hereto and made a part hereof, be, and hereby are, adopted, to replace and supersede in their entirety the initial Articles of Incorporation of the Corporation and any amendments thereto.

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AMENDED ARTICLES OF INCORPORATION OF WORTHINGTON STEEL, INC. FIRST: The name of the Corporation shall be Worthington Steel, Inc. SECOND: The place in Ohio where the principal office of the Corporation is to be located is in the City of Columbus, County of Franklin. THIRD: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under the General Corporation Law (Chapter 1701)of the Ohio Revised Code. FOURTH: 1. Capital Stock. The total number of shares which the Corporation shall have authority to issue is One Hundred Fifty-One Million (151,000,000) shares, of which One Hundred Fifty Million (150,000,000), each without par value, shall be of a class designated “Common Shares” and One Million (1,000,000), each without par value, shall be of a class designated “Preferred Shares.” II. Preferred Shares. The board of directors is authorized to provide for the issuance from time to time in one or more series of any number of authorized and unissued Preferred Shares, each of such series to have such terms as stated or expressed herein and in the amendments to these Amended Articles of Incorporation providing for the creation of such series adopted by the board of directors as hereinafter provided. Subject to the provisions of this ARTICLE FOURTH and the limitations prescribed by law, the board of directors is expressly authorized to adopt amendments to these Amended Articles of Incorporation in respect of any unissued or treasury Preferred Shares and thereby establish or change the number of shares to be included in each such series and to fix the designation and relative rights and preferences of, and qualifications, limitations or restrictions on, the shares of each such series, (collectively, a “Preferred Shares Designation Amendment”). The authority of the board of directors with respect to each series shall include, but not be limited to, determination of the matters described in Section 1701.06 of the Ohio Revised Code. Without limiting the generality of the foregoing, a Preferred Shares Designation Amendment may provide that a series of Preferred Shares shall be superior or rank equally or be junior to any other series of Preferred Shares to the extent permitted by law and these Amended Articles of Incorporation. Except as otherwise required by law, holders of any series of Preferred Shares shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by these Amended Articles of Incorporation, as amended by a Preferred Shares Designation Amendment. 111. Common Shares. The board of directors is authorized, subject to limitations prescribed by law and the provisions of this ARTICLE FOURTH, to provide for the issuance from time to time of any number of authorized and unissued Common Shares, and shall determine the terms under which and the consideration for which the Corporation shall issue its Common Shares. A. Subject to the provisions of any applicable law, at every meeting of the shareholders, each holder of Common Shares shall be entitled to one (1) vote for each Common Share standing in the name of such shareholder on the books of the Corporation, on each matter on which the Common Shares are entitled to vote. I

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B. Subject to the rights of holders of the Preferred Shares, the holders of the Common Shares shall be entitled to receive, when and as declared by the board of directors, out of the assets of the Corporation which are by law available therefor, dividends payable in cash, in property, or in shares. C. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, either voluntarily or involuntarily, the holders of the Common Shares shall be entitled, after payment or provision for payment in full of the debts and other liabilities of the Corporation and the amounts to which the holders of the Preferred Shares shall be entitled, to share ratably in the remaining assets of the Corporation available for distribution to its shareholders to the exclusion of the Preferred Shares (unless otherwise provided in any Preferred Shares Designation Amendment). Neither the merger or consolidation of the Corporation, nor the sale, lease or conveyance of all or part of its assets, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this Subparagraph III.C. IV. No Pre-emptive Rights. No holder of shares of the Corporation of any class shall have, as such, as a matter of right, the pre-emptive right to subscribe for or purchase any part of any new or additional issue of shares of any class whatsoever, or of securities or other obligations convertible into or exchangeable for any shares of any class whatsoever or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any shares of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend. FIFTH: The board of directors shall have the power to cause the Corporation from time to time and at any time to purchase, hold, sell, transfer or otherwise deal with (l) shares of any class or series issued by it, (II) any security or other obligation of the Corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by these Amended Articles of Incorporation, and (ill) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by these Amended Articles of Incorporation. The Corporation shall have the right to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the Corporation. The authority granted in this ARTICLE FIFTH of these Amended Articles of Incorporation shall not limit the plenary authority of the board of directors to purchase, hold, sell, transfer or otherwise deal with shares of any class or series, securities or other obligations issued by the Corporation or authorized by these Amended Articles of Incorporation. SIXTH: All of the authority of the Corporation shall be exercised by or under the direction of the board of directors except as otherwise provided in these Amended Articles of Incorporation or the Amended Regulations of the Corporation (as may be further amended and/or restated, the “Regulations”) or required by law, as each may be amended from time to time. For the management of the business and for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the power of the Corporation and of its directors and of its shareholders, it is further provided as follows: I. Elections of directors need not be by written ballot unless the Regulations of the Corporation shall so provide. 11. Subject to the rights of the holders of any Preferred Shares to elect additional directors under specific circumstances, the number of directors of the Corporation 2

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shall be fixed from time to time by or in accordance with the provisions of the Regulations of the Corporation. The directors, other than those who may be elected by the holders of any Preferred Shares, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as shall be provided in the manner specified in the Regulations of the Corporation, one class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2024, another class to hold office initially fora term expiring at the annual meeting of shareholders to be held in 2025, and another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2026, with the members of each class to hold office until their successors are duly elected and qualified. At each annual meeting of the shareholders of the Corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. III. Advance notice of nominations for the election of directors, other than by the board of directors or a committee thereof, shall be given in the manner provided in the Regulations of the Corporation. IV. Subject to the rights of the holders of any Preferred Shares, newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other cause may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors and shall not be filled by the shareholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified. No reduction in the number of directors constituting the board of directors shall shorten the term of any incumbent director. V. Subject to the rights of the holders of any Preferred Shares to elect directors under specified circumstances, (1) any director, all the directors of a particular class, or the entire board of directors, may be removed from office, but only for cause, only by the affirmative vote of the holders of record of outstanding shares representing at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock (as defined in Paragraph IV of ARTICLE SEVENTH hereof), voting together as a single class, and entitled to vote in respect thereof, and (2) any director may be removed from office, (i) pursuant to Section 1701.58(B) of the Ohio Revised Code, by a majority of the directors then in office, or (ii) for cause, by the affirmative vote of three-fourths (3/4) of the directors then in office. VI. Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of such shareholders and may not be effected by any consent in writing by such shareholders. VII. Advance notice of business proposed to be brought at any shareholder meeting, other than by the board of directors or a committee thereof, shall be given in the manner provided in the Regulations. SEVENTH: 1. Capitalized terms used herein are defined in Paragraph IV of this ARTICLE SEVENTH. 3

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II. In addition to any affirmative vote required by law or under any other provision of these Amended Articles of Incorporation or the Regulations of the Corporation or otherwise, and except as otherwise expressly provided in this Article SEVENTH: A. any merger or consolidation of the Corporation or any Subsidiary with or into (1) any Substantial Shareholder or (2) any other corporation (whether or not itself a Substantial Shareholder) which, after such merger or consolidation, would be an Affiliate of a Substantial Shareholder, or B. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Substantial Shareholder of any Substantial Part of the assets of the Corporation or of any Subsidiary, or C. the issuance or transfer by the Corporation or by any Subsidiary (in one transaction or a series of related transactions) of any Equity Securities of the Corporation or any Subsidiary to any Substantial Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $25,000,000 or more, or D. the adoption of any plan or proposal for the liquidation or dissolution of the Corporation if, as of the record date for the determination of shareholders entitled to notice thereof and to vote thereon, any person shall be a Substantial Shareholder, or E. any reclassification of securities (including any reverse stock split) or recapitalization of the Corporation, or any reorganization, merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving a Substantial Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding securities of any class of Equity Securities of the Corporation or any Subsidiary which is directly or indirectly Beneficially Owned by any Substantial Shareholder, shall (except as otherwise expressly provided in these Amended Articles of Incorporation) require the affirmative vote of the holders of not less than 75% of the votes entitled to be cast by all holders of all then outstanding shares of Voting Stock; provided that such affirmative vote must include the holders of at least a majority of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock of the Corporation not beneficially owned by the Substantial Shareholder in question. Each such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with the New York Stock Exchange or any national securities exchange on which the Voting Stock of the Corporation is listed or otherwise. III. The provisions of this ARTICLE SEVENTH shall not be applicable to any Business Combination, the terms of which shall be approved, either in advance of or subsequent to a Substantial Shareholder having become a Substantial Shareholder, by three- fourths (3/4) of the Whole Board, but only if a majority of the members of the board of directors in office and acting upon such matter shall be Continuing Directors. IV. For the purpose of this ARTICLE SEVENTH and as expressly provided elsewhere in these Amended Articles of Incorporation: A. A “Person” shall mean any individual, firm, corporation or other entity. 4

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B. The term “Business Combination” shall mean any transaction which is described in any one or more of Subparagraphs A through E of Paragraph II of this ARTICLE SEVENTH. C. “Substantial Shareholder” shall mean any Person who or which, as of the record date for the determination of shareholders entitled to notice of and to vote on any Business Combination, or immediately prior to the consummation of any such Business Combination: (I) is the Beneficial Owner, directly or indirectly, of more than fifteen percent (15%) of the shares of Voting Stock (determined solely on the basis of the total number of shares of Voting Stock so Beneficially Owned (and without giving effect to the number or percentage of votes entitled to be cast in respect of such shares) in relation to the total number of shares of Voting Stock then issued and outstanding), or (2) is an Affiliate of the Corporation and at any time within three years prior thereto was the Beneficial Owner, directly or indirectly, of more than fifteen percent (15%) of the then outstanding Voting Stock (determined as aforesaid), or (3) is an assignee of or has otherwise succeeded to any shares of the Corporation which were at any time within three years prior thereto Beneficially Owned by any Substantial Shareholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended. Notwithstanding the foregoing, a Substantial Shareholder shall not include (i) the Corporation or any Subsidiary, (ii) any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) Persons who, on November 21, 2023 were Affiliates of Worthington Industries, Inc., an Ohio corporation (“W1I-OH”), owning in excess of ten percent (10%) of the outstanding common shares of WII-OH, and the respective successors, executors, legal representatives, heirs and legal assigns (provided that any such legal assign is such an Affiliate immediately prior to assignment, transfer or other disposition to such assign) of such Person. D. “Beneficial Ownership” shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (or any successor rule or statutory provision) or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on November 21, 2023; provided, however, that a Person shall, in any event, also be deemed to be the “Beneficial Owner” of any shares of Voting Stock: (1) which such Person or any of its Affiliates or Associates beneficially own, directly or indirectly, or (2) which such Person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any shares of Voting Stock solely by reason of an agreement, arrangement or understanding with the Corporation to effect a Business Combination) or upon the exercise of conversion rights, exchange rights, warrants, or options, 5

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or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any shares of Voting Stock solely by reason of a revocable proxy granted for a particular meeting of shareholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such Affiliate or Associate is otherwise deemed the beneficial owner), or (3) which are beneficially owned, directly or indirectly, by any other Person with which such first mentioned Person or any of its Affiliates or Associates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; and provided further, however, that (i) no director or officer of the Corporation, nor any Associate or Affiliate of any such director or officer, shall, solely by reason of any or all such directors and officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any shares of Voting Stock beneficially owned by any other such director or officer (or any Associate or Affiliate thereof), and (ii) no employee stock ownership or similar plan of the Corporation or any Subsidiary nor any trustee with respect thereto, nor any Associate or Affiliate of any such trustee, shall, solely by reason of such capacity of such trustee, be deemed for any purposes hereof, to beneficially own any shares of Voting Stock held under any such plan. E. For purposes of computing the percentage Beneficial Ownership of shares of Voting Stock of a Person in order to determine whether such Person is a Substantial Shareholder, the outstanding shares of Voting Stock shall include shares deemed owned by such Person through application of Subparagraph (D) of this Paragraph IV but shall not include any other shares of Voting Stock which may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding shares of Voting Stock shall include only shares of Voting Stock then outstanding and shall not include any shares of Voting Stock which may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise. F. “Continuing Director” shall mean a Person who was (1) appointed or elected by the shareholder(s) or appointed by the board of directors prior to the time upon which the Substantial Shareholder in question became a Substantial Shareholder, or (2) designated (before his or her initial election or appointment as a director of the Corporation) as a Continuing Director by at least three-fourths (3/4) of the Whole Board, but only if a majority of the Whole Board shall then consist of Continuing Directors. G. “Whole Board” shall mean the total number of directors which the Corporation would have if there were no vacancies. H. An “Affiliate” of a specified Person is a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. The term “Associate” used to indicate a relationship with any Person shall mean (1) any corporation or organization (other than the Corporation or a Subsidiary) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of Equity Securities, (2) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such 6

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Person, or any relative of such spouse, who has the same home as such Person, or is an officer or director of any corporation controlling or controlled by such Person. 1. GG(Subsidiary” shall mean any corporation of which a majority of any class of Equity Security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Substantial Shareholder set forth in Subparagraph C of this Paragraph IV, the term “Subsidiary” shall mean only a corporation of which a majority of each class of Equity Security is owned, directly or indirectly, by the Corporation. J. “Substantial Part” shall mean assets having a book value (determined in accordance with generally accepted accounting principles) in excess of ten percent (10%) of the book value (determined in accordance with generally accepted accounting principles) of the total consolidated assets of the Corporation and its Subsidiaries, at the end of its most recent fiscal year ending prior to the time the determination is made. K. “Voting Stock” shall mean any shares of capital stock of the Corporation entitled to vote generally in the election of directors. L. “Equity Security” shall have the meaning given to such term under Rule 3al 1-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on August 3, 1998. V. A majority of the Continuing Directors then in office shall have the power to determine for the purposes of this ARTICLE SEVENTH, on the basis of information known to them (1) the number of shares of Voting Stock Beneficially Owned by any Person, (2) whether a Person is an Affiliate or Associate of another, (3) whether the assets subject to any Business Combination constitute a Substantial Part of the consolidated assets of the Corporation and its Subsidiaries, and/or (4) any other factual matter relating to the applicability or effect of this ARTICLE SEVENTH. VI. A majority of the Continuing Directors then in office shall have the right to demand that any Person who is reasonably believed to be a Substantial Shareholder (or holder of record shares of Voting Stock Beneficially Owned by any Substantial Shareholder) supply the Corporation with complete information as to (A) the record owner(s) of all shares Beneficially Owned by such Person who is reasonably believed to be a Substantial Shareholder, (B) the number of, and class or series of, shares Beneficially Owned by such Person who it is reasonably believed is a Substantial Shareholder and held of record by each such record owner and the number(s) of the share certificate(s) evidencing such shares, and (C) any other factual matter relating to the applicability or effect of this ARTICLE SEVENTH, as may be reasonably requested of such Person, and such Person shall furnish such information within ten (10) days after receipt of such demand. VII. Any determinations made by the board of directors, or by the Continuing Directors, as the case may be, pursuant to this ARTICLE SEVENTH in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the Corporation and its shareholders, including any Substantial Shareholder, VIII. Nothing contained in this ARTICLE SEVENTH shall be construed to relieve any Substantial Shareholder from any fiduciary obligation imposed by law. 7

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EIGHTH: The board of directors, when evaluating any offer of another party to (I) make a tender or exchange offer for any Equity Security of the Corporation, (II) merge or consolidate the Corporation with another corporation, or (III) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation, shall in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its shareholders, give due consideration to all relevant factors, including without limitation the social and economic effects on the employees, customers, suppliers and other constituents of the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located and any other factors which the board of directors may consider under Ohio law. NINTH: I. Notwithstanding any other provisions of these Amended Articles of Incorporation or the Regulations of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with the New York Stock Exchange or any national securities exchange on which the Voting Stock of the Corporation is listed or in any other provision of these Amended Articles of Incorporation or the Regulations of the Corporation), the affirmative vote of the holders of at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock (as that term is defined in Paragraph IV of ARTICLE SEVENTH hereof), shall be required to amend, alter, change or repeal, or adopt any provisions inconsistent with, ARTICLE SIXTH, EIGHTH, NINTH or TENT H of these Amended Articles of Incorporation, and the affirmative vote of the holders of at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock, including the holders of at least a majority of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock of the Corporation not beneficially owned by a Substantial Shareholder (as that term is defined in Paragraph IV of ARTICLE SEVENTH), shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, ARTICLE SEVENTH or ARTICLE ELEVENTH of these Amended Articles of Incorporation. II. Except as otherwise provided in these Amended Articles of Incorporation, including without limitation Paragraph 1 of this ARTICLE NINTH, the shareholders of the Corporation may, by the affirmative vote of the holders of at least a majority of the votes entitled to be cast by the holders of all then outstanding shares of the Voting Stock, amend, alter, change or repeal any provision contained in these Amended Articles of Incorporation. TENTH: Notwithstanding any other provisions of these Amended Articles of Incorporation or the Regulations of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with the New York Stock Exchange or any national securities exchange on which the Voting Stock of the Corporation is listed or any other provision of these Amended Articles of Incorporation or the Regulations of the Corporation), in order to amend, alter, change or repeal, or adopt any provisions inconsistent with, the Regulations of the Corporation, such action shall require the affirmative vote of (1) the holders of at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock (as that term is defined in Paragraph IV of ARTICLE SEVENTH hereof), or (II) three-fourths (3/4) of the Whole Board (as defined in Paragraph IV of ARTICLE SEVENTH hereof). ELEVENTH: Chapter 1704 of the Ohio Revised Code shall not apply to the Corporation. 8

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TWELFTH: Notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the holders of shares of the Corporation entitling them to exercise two-thirds or any other proportion of the voting power of the Corporation or of any class or classes of shares thereof, such action may be taken by the vote, consent, waiver or release of the holders of shares entitling them to exercise not less than majority of the voting power of the Corporation or of such class or classes, unless expressly provided otherwise by statute or in these Amended Articles of Incorporation. THIRTEENTH: Shareholders of the Corporation shall not have the right to vote cumulatively in the election of directors. FOURTEETH: No director or officer of the Corporation shall have any personal liability to the Corporation or its shareholders for monetary damages for any breach of fiduciary duty as a director or an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the Ohio Revised Code as the same exists or hereafter may be amended. Any amendment, repeal or modification of this ARTICLE FOURTEENTH, or the adoption of any provision of the Amended Articles of Incorporation inconsistent with this ARTICLE FOURTEENTH, shall not adversely affect any right or protection of a director or an officer of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the Ohio Revised Code is amended after November 21, 2023 to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Ohio Revised Code as so amended. FIFTEENTH: 1 he Corporation shall have the power to provide rights to indemnification and advancement of expenses to the Corporation’s current and former directors, officers, employees, agents and volunteers, and to any person who is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnershipjoint venture, trust or other enterprise. SIXTEENTH: If any provision or provisions of these Amended Articles of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (I) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of these Amended Articles of Incorporation (including, without limitation, each portion of any paragraph of these Amended Articles of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (II) to the fullest extent permitted by applicable law, the provisions of these Amended Articles of Incorporation (including, without limitation, each such portion of any paragraph of these Amended Articles of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. SEVENTEENTH: These Amended Articles of Incorporation take the place of and supersede the existing articles of incorporation. 9

Exhibit 3.2

AMENDED REGULATIONS

WORTHINGTON STEEL, INC.

TABLE OF CONTENTS



	PAGE

ARTICLE ONE - MEETINGS OF SHAREHOLDERS		1

Section 1.01. Annual Meetings		1

Section 1.02. Special Meetings		1

Section 1.03. Place of Meetings		1

Section 1.04. Notice of Meetings		1

Section 1.05. Waiver of Notice		2

Section 1.06. Quorum		2

Section 1.07. Votes Required		3

Section 1.08. Notice of Business to be Brought Before a Meeting		3

Section 1.09. Notice of Nominations for Election to the Board of Directors		7

Section 1.10. Shareholders Entitled to Vote; Record Date		11

Section 1.11. Proxies		11

Section 1.12. Inspectors of Election		11

Section 1.13. Organization		12

Section 1.14. Delivery to the Corporation		12

ARTICLE TWO - DIRECTORS		12

Section 2.01. Authority and Qualifications		12

Section 2.02. Number of Directors and Term of Office		12

Section 2.03. Resignation		13

Section 2.04. Removal		13

Section 2.05. Vacancies		13

Section 2.06. Meetings		13

Section 2.07. Notice of Meetings		14

Section 2.08. Waiver of Notice		14

Section 2.09. Quorum		14

Section 2.10. Executive Committee; Other Committees		14

Section 2.11. Compensation		15

Section 2.12. By-Laws		15

Section 2.13. Action by Directors Without a Meeting		15

ARTICLE THREE - OFFICERS		15

Section 3.01. Officers		15



Section 3.02. Tenure of Office			15

Section 3.03. Duties of the Chairman of the Board			15

Section 3.04. Duties of the Chief Executive Officer			16

Section 3.05. Duties of the President			16

Section 3.06. Duties of the Vice Presidents			16

Section 3.07. Duties of the Secretary			16

Section 3.08. Duties of the Treasurer			17

ARTICLE FOUR - SHARES			17

Section 4.01. No Share Certificates			17

Section 4.02. Transfers			17

Section 4.03. Transfer Agents and Registrars			17

ARTICLE FIVE - INDEMNIFICATION AND INSURANCE			18

Section 5.01. Indemnification			18

Section 5.02. Court-Approved Indemnification			18

Section 5.03. Indemnification for Expenses			18

Section 5.04. Determination Required			19

Section 5.05. Advances for Expenses			19

Section 5.06. Article Five Not Exclusive			20

Section 5.07. Insurance			20

Section 5.08. Certain Definitions			20

Section 5.09. Venue			20

Section 5.10. Amendment or Repeal			21

ARTICLE SIX - MISCELLANEOUS			21

Section 6.01. Amendments			21

Section 6.02. Section 1701.831 of the Ohio Revised Code Not Applicable			21

ARTICLE SEVEN - FORUM SELECTION			21

AMENDED REGULATIONS

WORTHINGTON STEEL, INC.

ARTICLE ONE

MEETINGS OF SHAREHOLDERS

Section 1.01. Annual Meetings. The annual meeting of the shareholders for the election of directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on such date, at such time and at such place, if any, as may be fixed from time to time by the directors. The directors may postpone, reschedule or cancel any previously scheduled annual meeting of the shareholders.

Section 1.02. Special Meetings. A special meeting of the shareholders may be called only by the chairman of the board, the chief executive officer, the president, or, in case of the president’s absence, death or disability, the vice president authorized to exercise the authority of the president; the secretary; a majority of the directors by action at a meeting of the board of directors, or all directors acting without a meeting; or the holders of at least fifty percent (50%) of all shares outstanding and entitled to vote thereat.

Section 1.03. Place of Meetings. Meetings of shareholders shall be held at such place, if any, as the person or persons calling the meetings shall decide, unless the board of directors decides that a meeting shall be held at some other place or in some other manner and causes the notice thereof to so state.

Section 1.04. Notice of Meetings.

(A) Written notice stating the time, place, if any, and purposes of a meeting of the shareholders, and the means, if any, by which shareholders can be present and vote at the meeting through the use of communications equipment shall be given either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice is given, not less than seven nor more than sixty days before the date of the meeting, (1) to each shareholder of record entitled to vote at the meeting, (2) by or at the direction of the chief executive officer, the president or the secretary. If mailed or sent by overnight delivery service, such notice shall be addressed to the shareholder at the shareholder’s address as it appears on the records of the Corporation. If sent by another means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Notice of adjournment of a meeting need not be given if the time and place, if any, to which it is adjourned and the means, if any, by which shareholders can be present and vote at the adjourned meeting through the use of communications equipment are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Amended Articles of Incorporation of the Corporation (as may be further amended and/or restated, the “Articles”) or these Regulations of the Corporation (as may be further amended and/or restated, the “Regulations”) for the

determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.

(B) Following receipt by the president or the secretary of a request in writing, specifying the purpose or purposes for which the persons properly making such request have called a meeting of the shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of shareholders, such officer shall cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven nor more than sixty days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen days after the receipt of such request by the president or the secretary, then, and only then, the persons properly calling the meeting may fix the time of meeting and give notice thereof in accordance with the provisions of the Regulations.

(C) Any authorization by a shareholder to send notices given pursuant to this Article by any means other than in person or by mail or overnight delivery service is revocable by written notice to the Corporation either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the Corporation. If sent by another means of communication authorized by the Corporation, the notice shall be sent to the address furnished by the Corporation for those transmissions. Any authorization by a shareholder to send notices given pursuant to this Article by any means other than in person or by mail or overnight delivery service will be deemed to have been revoked by the shareholder if (1) the Corporation has attempted to make delivery of two consecutive notices in accordance with that authorization, and (2) the president, the secretary or the other person responsible for giving of notice has received notice that, or otherwise believes that, delivery has not occurred. However, an inadvertent failure to treat the inability to deliver notice as a revocation will not invalidate any meeting of shareholders or other action.

Section 1.05. Waiver of Notice. Notice of the time, place, if any, and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filed with or entered upon the records of such meeting. The attendance of any shareholder, in person, by proxy or by the use of communications equipment, at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such shareholder of notice of such meeting.

Section 1.06. Quorum. A meeting of the shareholders duly called shall not be organized for the transaction of business unless a quorum is present. Except as otherwise expressly provided by law, the Articles or the Regulations, (A) at any meeting called by the board of directors, the presence in person, by proxy or by the use of communications equipment of holders of record of voting shares entitling them to exercise at least one-third of the voting power of the Corporation shall constitute a quorum for such meeting and (B) at any meeting called other than by the board of directors, the presence in person, by proxy or by the use of communications equipment of holders of record of voting shares of the Corporation entitling them to exercise at least a majority of the voting power of the Corporation shall constitute a quorum for such meeting. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, or the chairman of the board, the chief executive officer, the president, or the officer of the Corporation acting as chairman of the meeting, may adjourn such meeting from time to time to

such time (not more than 30 days after the previously adjourned meeting) and place as they (or he or she) may determine, without notice other than by announcement at the meeting of the time and place of the adjourned meeting, and if a quorum is present at such adjourned meeting, any business may be transacted as if the meeting had been held as originally called.

Section 1.07. Votes Required. At all elections of directors, the candidates receiving the greatest number of votes shall be elected. Except as otherwise required by law, the rules of any securities exchange on which the shares of the Corporation are listed, the Articles or the Regulations, any other matter submitted to the shareholders for their vote shall be decided by the vote of the holders of a majority of the votes entitled to be cast by the holders of all then outstanding voting shares, present in person, by proxy or by the use of communications equipment, and entitled to vote with respect to such matter provided a quorum is present. Abstentions will not be counted in determining the outcome of any matter submitted to the shareholders for which a plurality voting standard applies, including the election of directors pursuant to a plurality voting standard. For any matter submitted to the shareholders to be decided by the vote of the holders of a majority of the votes entitled to be cast (or for which any voting standard other than a plurality voting standard applies), abstentions will be counted in determining the required vote and will have the effect of a vote against such matter. Except as otherwise required by law, the rules of any securities exchange on which the shares of the Corporation are listed, the Articles or the Regulations, any broker non-votes will not be counted in determining the election of directors or with respect to the required vote on any other matter submitted to the shareholders and will not affect the outcome of the vote on any such election or the outcome of any such other matter.

Section 1.08. Notice of Business to be Brought Before a Meeting.

(A)

(i) At any meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (1) by or at the direction of the board of directors or (2) by any shareholder of the Corporation present in person who is a shareholder of record at the time of giving of the notice provided for in this Subsection 1.08(A), who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Subsection 1.08(A). For purposes of this Subsection 1.08(A), “present in person” shall mean that the shareholder proposing that the business be brought before the meeting of shareholders, or a qualified representative of such proposing shareholder, appear at such meeting. A “qualified representative” of such proposing shareholder shall be a duly authorized officer, manager or partner of such shareholder or any other person authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

(ii) For business to be properly brought before a shareholder meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation by no earlier than 120 days and not less than 90 days prior to the first anniversary of the date of the prior year’s annual meeting of shareholders; provided, however, that if (i) the annual meeting of shareholders is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting of shareholders or (ii) no annual meeting of shareholders was held during the prior year, to be

timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation by (a) no earlier than 120 days prior to such annual meeting of shareholders and (b) no later than the later of 90 days prior to such annual meeting of shareholders and 10 days after the day on which public disclosure of the date of such annual meeting of shareholders was first made by the Corporation. To be timely, a shareholder’s notice for a special meeting of shareholders must be delivered to or mailed and received at the principal executive offices of the Corporation by no earlier than 120 days prior to and not less than the later of 90 days prior to such special meeting of shareholders and 10 days after the day on which public disclosure of the date of such special meeting of shareholders was first made by the Corporation. In no event shall any adjournment or postponement of an annual or special meeting or the announcement thereof commence a new time period for the giving of timely notice as described above.

(iii) A shareholder’s notice to the secretary shall set forth (1) as to each matter the shareholder proposes to bring before the meeting (A) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Regulations, the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons (as defined below) or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have a right to acquire beneficial ownership at any time in the future of the shares of any class or series of the Corporation (including their names) in connection with the proposal of such business by such shareholder, and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Securities Exchange Act of 1934 (as may be amended and including any successor rule or regulation, the “Exchange Act”); provided, however, that the disclosures required by this clause (A)(iii)(1) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the shareholder directed to prepare and submit the notice required by the Regulations on behalf of a beneficial owner; and (2) as to each Proposing Person, (a) the name and address, as they appear on the Corporation’s books, of such Proposing Person, (b) the class and number of shares of the Corporation which are, directly or indirectly, owned of record or beneficially owned by such Proposing Person, (c) the date or dates such shares were acquired, (d) the investment intent of such acquisition, (e) any pledge by such Proposing Person with respect to any of such shares (the disclosures to be made pursuant to the foregoing clauses (2)(a) through (2)(e) are referred to as “Shareholder Information”), (f) the material terms and conditions of any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) or a “put equivalent position” (as such term is defined in Rule 16a-1(h) under the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of shares of the Corporation (“Synthetic Equity Position”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person, including, without limitation, (i) any option, warrant, convertible security, stock appreciation right, future or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, (ii) any derivative or

synthetic arrangement having the characteristics of a long position or a short position in any class or series of shares of the Corporation, including, without limitation, a stock loan transaction, a stock borrow transaction, or a share repurchase transaction or (iii) any contract, derivative, swap or other transaction or series of transactions designed to (x) produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, (y) mitigate any loss relating to, reduce the economic risk (of ownership or otherwise) of, or manage the risk of share price decrease in, any class or series of shares of the Corporation, or (z) increase or decrease the voting power in respect of any class or series of shares of the Corporation of such Proposing Person, including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the price or value of any class or series of shares of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be required to disclose any Synthetic Equity Position that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (g) any rights to dividends on the shares of any class or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (h) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (i) any other material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (j) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (k) any proportionate interest in shares of the Corporation or a Synthetic Equity Position held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (2) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity, (l) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form

of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies from shareholders in support of such proposal and (m) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (2)(f) through (2)(m) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the shareholder directed to prepare and submit the notice required by the Regulations on behalf of a beneficial owner. For purposes of this Subsection 1.08(A), the term “Proposing Person” shall mean (i) the shareholder providing the notice of business proposed to be brought before a meeting of the shareholders, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before such meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such shareholder in such solicitation.

(iv) The board of directors (or a committee thereof) may request that any Proposing Person furnish such additional information as may be reasonably required by the board of directors (or a committee thereof). Such Proposing Person shall provide such additional information within 10 days after it has been requested by the board of directors (or a committee thereof). A Proposing Person shall update and supplement the Proposing Person’s notice to the Corporation of the Proposing Person’s intent to propose business at a meeting of the shareholders, if necessary, so that the information provided or required to be provided in such notice pursuant to this Subsection 1.08(A) shall be true and correct as of the record date for shareholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than 5 business days after the record date for shareholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than 8 business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of the Regulations shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines hereunder or enable or be deemed to permit a shareholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the shareholders.

(v) Notwithstanding anything in the Regulations to the contrary, no business shall be conducted at a shareholder meeting except in accordance with the procedures set forth in this Subsection 1.08(A). The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the regulations, and if the chairman shall

so determine, the chairman shall so declare to the meeting and any business not properly brought before the meeting shall not be transacted.

(vi) This Subsection 1.08(A) is expressly intended to apply to any business proposed to be brought before a meeting of the shareholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. Notwithstanding the foregoing provisions of this Subsection 1.08(A), a shareholder shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder, with respect to the matters set forth in this Subsection 1.08(A). Nothing in this Subsection 1.08(A) shall be deemed to affect the rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or to affect the rights of the Corporation to exclude proposals from the Corporation’s proxy statement pursuant to the Exchange Act or the rules adopted thereunder. Notwithstanding anything to the contrary, Section 1.09 of the Regulations, and not this Section 1.08, shall apply to the nomination of persons for election to the board of directors of the Corporation.

(vii) For purposes of the Regulations, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(B) The order of business at any meeting of shareholders and all matters relating to the manner of conducting the meeting shall be determined by the officer of the Corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the Corporation then outstanding, present in person, by proxy or by the use of communications equipment, and entitled to vote at such meeting. Meetings shall be conducted in a manner designed to accomplish the business of the meeting in a prompt and orderly fashion and to be fair and equitable to all shareholders, but it shall not be necessary to follow any manual of parliamentary procedure.

Section 1.09. Notice of Nominations for Election to the Board of Directors.

(A)

(i) Only persons who are nominated in accordance with the procedures set forth in the Regulations, the Articles and all applicable laws and regulations (including the Exchange Act) shall be eligible to serve as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation may be made at a meeting of shareholders (1) by or at the direction of the board of directors (or a committee thereof) or (2) by any shareholder of the Corporation present in person who is a shareholder of record at the time of giving of notice provided for in this Subsection 1.09(A), who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Subsection 1.09(A). For purposes of this Subsection 1.09(A), “present in person” shall mean that the shareholder nominating any person for election to the board of directors at the meeting of the shareholders, or a qualified representative of such shareholder, appear at such meeting. A “qualified representative” of such proposing shareholder shall be a duly authorized officer, manager or partner of such shareholder or any other person authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic

transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

(ii) Such nominations, other than those made by or at the direction of the board of directors (or a committee thereof), shall be made pursuant to timely notice in writing to the secretary of the Corporation. To be timely, a shareholder’s notice for an annual meeting of shareholders shall be delivered to or mailed and received at the principal executive offices of the Corporation, no earlier than 120 days prior to and not less than 90 days prior to the first anniversary of the date of the prior year’s annual meeting of shareholders; provided, however, that if (i) the annual meeting of shareholders is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting of shareholders or (ii) no annual meeting of shareholders was held during the prior year, to be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation by (a) no earlier than 120 days prior to such annual meeting of shareholders and (b) no later than the later of 90 days prior to such annual meeting of shareholders and 10 days after the day on which public disclosure (as defined in Subsection 1.08(A)(vii)) of the date of such annual meeting was first made. To be timely, a shareholder’s notice for a special meeting of shareholders shall be delivered to or mailed and received at the principal executive offices of the Corporation, no earlier than 120 days prior to and not less than the later of 90 days prior to such special meeting of shareholders and 10 days after the day on which public disclosure (as defined in Subsection 1.08(A)(vii)) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

(iii) In no event may a Nominating Person (as defined below) provide timely notice with respect to a greater number of director candidates than are subject to election by shareholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (1) the conclusion of the applicable time period for timely notice as set forth in Subsection 1.09(A)(ii) or (2) the tenth day following the date of public disclosure (as defined in Subsection 1.08(A)(vii)).

(iv) Such shareholder’s nomination shall set forth (1) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (A) the name, age, business address and, if known, residence address of the proposed nominee; (B) the principal occupation or employment of the proposed nominee; (C) the number of shares of the Corporation which are, directly or indirectly, owned of record or beneficially owned by the proposed nominee; (D) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant; (E) any other information relating to the proposed nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act of 1934 (“Regulation 14A”) (including such person’s written consent to be named in the proxy statement and accompanying proxy card as a nominee and to serving as a director for a full term if elected); and (F) a completed and signed questionnaire,

representation and agreement as provided for in Subsection 1.09(A)(viii); and (2) as to each Nominating Person (a) the Shareholder Information (as defined in Subsection 1.08(A)(iii), except that for purposes of this Subsection 1.09(A) the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Subsection 1.08(A)(iii)); and (b) any Disclosable Interests (as defined in Subsection 1.08(a)(iii), except that for purposes of this Subsection 1.09(A) the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Subsection 1.08(A)(iii) and the disclosure with respect to the business to be brought before the meeting in Subsection 1.08(A)(iii) shall be made with respect to the election of directors at the meeting); and provided that, in lieu of including the information set forth in Subsection 1.08(A)(iii)(l), the Nominating Person’s notice for purposes of this Subsection 1.09(A) shall include a representation as to whether the Nominating Person intends or is part of a group which intends to deliver a proxy statement and solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act. For purposes of this Subsection 1.09(A), the term “Nominating Person” shall mean (i) the shareholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such shareholder in such solicitation. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

(v) The board of directors (or a committee thereof) may request that any Nominating Person furnish such additional information (including, with respect to the proposed candidate for nomination as a director, to determine the eligibility of such candidate for nomination to be an independent director of the Corporation or to comply with the director qualification standards and additional selection criteria) as may be reasonably required by the board of directors (or a committee thereof). Such Nominating Person shall provide such additional information within 10 days after it has been requested by the board of directors (or a committee thereof). A shareholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice (including the information, agreements and questionnaires with respect to its candidate for nomination as required to be set forth in such notice by Subsection 1.09(A)(iv)(F), if necessary, so that the information provided or required to be provided in such notice pursuant to this Subsection 1.09(A) shall be true and correct as of the record date for shareholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary at the principal executive offices of the Corporation not later than 5 business days after the record date for shareholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than 8 business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of the Regulations shall not limit the Corporation’s

rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines hereunder or enable or be deemed to permit a shareholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination.

(vi) The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Regulations, the Articles, the Exchange Act and/or the rules or regulations thereunder, and if the chairman shall so determine, the chairman shall so declare to the meeting that the Corporation shall disregard any ballots cast for such nominees (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) and such defective nomination shall be disregarded.

(vii) Notwithstanding the foregoing provisions of this Subsection 1.09(A), (i) a shareholder shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder, including, without limitation, Rule 14a-19 promulgated under the Exchange Act, with respect to the matters set forth in this Subsection 1.09(A), (ii) no shareholder shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such shareholder has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner and (iii) if any shareholder (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, including the provision to the Corporation of notices required thereunder in a timely manner, or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such shareholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any shareholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such shareholder shall deliver to the Corporation, no later than 7 business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(viii) To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in this Subsection 1.09(A) and the candidate for nomination, whether nominated by the board of directors or by a shareholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the board of directors), to the secretary at the principal executive offices of the Corporation, (x) a completed written questionnaire (in the form provided by the Corporation upon written request of any shareholder of record therefor) with respect to the background, qualifications, stock ownership and independence of such proposed nominee and (y) a written representation and agreement (in the form provided by the Corporation upon written request of any shareholder of record therefor) that such candidate for nomination (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed

nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed to the Corporation, (C) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), and (D) if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.

(B) The election of directors shall be by ballot whenever requested by the presiding officer of the meeting or by the holders of a majority of the voting shares outstanding, entitled to vote at such meeting and present in person, by proxy or by the use of communications equipment, but unless such request is made, the election shall be viva voce.

Section 1.10. Shareholders Entitled to Vote; Record Date. Each shareholder of record on the books of the Corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to vote each share of the Corporation standing in the shareholder’s name on the books of the Corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to receive notice of and to vote at a meeting of shareholders, which record date shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of 60 days preceding the date of the meeting of shareholders. The record date for the purpose of determining the shareholders who are entitled to receive notice of and vote at a meeting of the shareholders shall continue to be the record date for all adjournments of such meeting, unless the directors or the persons who fixed the original record date fix another date. Anything contained in the Regulations or elsewhere to the contrary, unless otherwise authorized by law, the Corporation may not directly or indirectly vote any shares issued by it and such shares shall not be considered as outstanding for the purpose of computing the voting power of the Corporation or of shares of any class.

Section 1.11. Proxies. At meetings of the shareholders, any shareholder of record entitled to vote thereat may be represented and may vote by proxy or proxies appointed by an instrument in writing signed by such shareholder or appointed in any other manner permitted by Ohio law. Any such instrument in writing or record of any such appointment shall be filed with or received by the secretary of the meeting before the person holding such proxy shall be allowed to vote thereunder. No appointment of a proxy is valid after the expiration of eleven months after it is made unless the writing or other communication which appoints such proxy specifies the date on which it is to expire or the length of time it is to continue in force. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the board of directors.

Section 1.12. Inspectors of Election. In advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any adjournment thereof; if

inspectors are not so appointed, the officer of the Corporation or person acting as chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the Corporation or person acting as chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.

Section 1.13. Organization. At each meeting of the shareholders, the chairman of the board, or in the absence of the chairman of the board, the chief executive officer, or, in the absence of the chief executive officer, the president, or, in the absence of the president, any vice president or, in the absence of the chairman of the board, the chief executive officer, the president and a vice president, a chairman chosen by a majority of the voting shares of the Corporation then outstanding, present in person, by proxy or by the use of communications equipment, and entitled to vote at such meeting, shall act as chairman of the meeting, and the secretary of the Corporation, or, if the secretary of the Corporation shall not be present, an assistant secretary, or if the secretary and an assistant secretary shall not be present, a person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting.

Section 1.14. Delivery to the Corporation. Whenever this Article One of the Regulations requires one or more persons (including a record or beneficial owner of shares) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

ARTICLE TWO

DIRECTORS

Section 2.01. Authority and Qualifications. Except where the law, the Articles or the Regulations otherwise provide, all authority of the Corporation shall be vested in and exercised by its directors. Directors need not be shareholders of the Corporation.

Section 2.02. Number of Directors and Term of Office.

(A) The number of directors of the Corporation may be determined at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of shares entitling them to exercise not less than 75% of the voting power of the Corporation on such proposal; or by resolution adopted by the affirmative vote of a majority of the Whole Board of Directors. As used in the Regulations, the term “Whole Board of Directors” shall mean the total number of directors which the Corporation would have if there were no vacancies. Notwithstanding the foregoing, the number of directors shall in no event be fewer than three or more than eighteen.

(B) The board of directors shall be divided into three classes as nearly equal in number as the then fixed number of directors permits, with the term of office of one class expiring each year. The election of each class of directors shall be a separate election. At the first annual meeting of shareholders, directors of one class shall be elected to hold office for a term

expiring at the 2024 annual meeting of shareholders, directors of another class shall be elected to hold office for a term expiring at the 2025 annual meeting of shareholders and directors of another class shall be elected to hold office for a term expiring at the 2026 annual meeting of shareholders. At the 2024 annual meeting of shareholders and each succeeding annual meeting of shareholders, successors to the class of directors whose term then expires shall be elected to hold office for a three-year term. A director shall hold office until the annual meeting of shareholders for the year in which such director’s term expires and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, removal from office or death. In the event of any increase in the number of directors of the Corporation, the additional directors shall be similarly classified in such a manner that each class of directors shall be as equal in number as possible. In the event of any decrease in the number of directors of the Corporation, such decrease shall be effected in such a manner that each class of directors shall be as equal in number as possible.

(C) The directors may fix or change the number of directors and may fill any director’s office that is created by an increase in the number of directors.

(D) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

Section 2.03. Resignation. Any director of the Corporation may resign at any time by giving written notice to the chairman of the board, the chief executive officer, the president or the secretary of the Corporation. Such resignation shall take effect at the time specified therein (or, if no time is specified therein, upon such director’s giving written notice of his or her resignation in accordance with the preceding sentence), and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.04. Removal. A director or directors may be removed from office only in accordance with the provisions of the Articles. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board of directors.

Section 2.05. Vacancies. The remaining directors, though less than a majority of the Whole Board of Directors, may, by the vote of a majority of the remaining directors, fill any vacancy in the board of directors for the unexpired term of any director vacating the board of directors for any reason. A vacancy in the board of directors exists within the meaning of this Section 2.05 in case the shareholders increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the shareholders fail at any time to elect the whole authorized number of directors.

Section 2.06. Meetings. Regular meetings of the board of directors may be held at such intervals and at such time and place as shall from time to time be determined by the board of directors. After such determination and notice thereof has been once given to each person then a member of the board of directors, regular meetings may be held at such intervals and time and place without further notice being given. The directors shall hold such special meetings as may from time to time be called, and such special meetings of directors may be called only by the chairman of the board, the chief executive officer, the president or a majority of directors then in office. All meetings of directors shall be held at the principal office of the Corporation in the State of Ohio or at such other place within or without the State of Ohio, as the directors may from time to time determine by a resolution. Meetings of the directors may be held through any

communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this provision shall constitute presence at such meeting.

Section 2.07. Notice of Meetings. Notice of the time and place, if any, of each meeting of directors for which such notice is required by law, the Articles, the Regulations or the By-Laws (as described in Section 2.12) shall be given to each of the directors by at least one of the following methods:

(A) In a writing mailed not less than three days before such meeting and addressed to the residence or usual place of business of a director, as such address appears on the records of the Corporation; or

(B) By telegraph, cable, radio, wireless, facsimile transmission, overnight delivery or a writing sent or delivered to the residence or usual place of business of a director as the same appears on the records of the Corporation, not later than the day before the date on which such meeting is to be held; or

(C) Personally, by electronic mail, by telephone or by any other means of communication authorized by the director not later than the day before the date on which such meeting is to be held.

Notice given to a director by any one of the methods specified in the Regulations shall be sufficient, and the method of giving notice to all directors need not be uniform. Notice of any meeting of directors may be given only by the chairman of the board, the chief executive officer, the president or the secretary of the Corporation. Any such notice need not specify the purpose or purposes of the meeting. Notice of adjournment of a meeting of directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 2.08. Waiver of Notice. Notice of any meeting of directors may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting of directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by such director of notice of such meeting.

Section 2.09. Quorum. A majority of the directors then in office shall be necessary to constitute a quorum for a meeting of directors. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board of directors, except as otherwise provided by law, the Articles or the Regulations. At all meetings of the board of directors, each director shall have one vote.

Section 2.10. Executive Committee; Other Committees. The directors may create an executive committee or any other committee of directors, to consist of not less than three directors, and may authorize the delegation to such executive committee or other committees of any of the authority of the directors, however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors and other than the authority to adopt, amend or repeal the Regulations. The directors may designate one or more directors as alternate members of an executive committee or any other committee of directors, who may replace any absent or disqualified member at any meeting of the committee.

Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. Such executive committee or other committee

of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

Any act or authorization of any act by the executive committee or any other committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors. No notice of a meeting of the executive committee or of any other committee of directors shall be required. A meeting of the executive committee or of any other committee of directors may be called only by the chairman of the board, the chief executive officer, the president or by a member of such executive or other committee of directors. Meetings of the executive committee or of any other committee of directors may be held through any communications equipment if all persons participating can hear each other and participation in such a meeting shall constitute presence thereat.

Section 2.11. Compensation. Directors shall be entitled to receive as compensation for services rendered and expenses incurred as directors, such amounts as the directors, by the affirmative vote of a majority of those directors in office, may determine.

Section 2.12. By-Laws. The directors may adopt, and amend from time to time, By-Laws for the directors’ government, which By-Laws shall not be inconsistent with the law, the Articles or the Regulations.

Section 2.13. Action by Directors Without a Meeting. Anything contained in the Regulations to the contrary notwithstanding, any action which may be authorized or taken at a meeting of the directors or of a committee of the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the directors, or all the members of such committee of the directors, respectively, which writings shall be filed with or entered upon the records of the Corporation.

ARTICLE THREE

OFFICERS

Section 3.01. Officers. The officers of the Corporation to be elected by the directors shall be a chairman of the board (who shall be a director), a chief executive officer, a president, a secretary, a treasurer and, if desired, one or more vice presidents and such other officers and assistant officers as the directors may from time to time elect. Officers need not be shareholders of the Corporation, and may be paid such compensation as the board of directors may determine. Any two or more offices (other than the offices of chief executive officer and president, on one hand, and vice president, on the other hand) may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Articles, the Regulations or the By-Laws to be executed, acknowledged or verified by two or more officers.

Section 3.02. Tenure of Office. The officers of the Corporation shall hold office at the pleasure of the directors. Any officer of the Corporation may be removed, either with or without cause, at any time, by the affirmative vote of a majority of all the directors then in office; such removal, however, shall be without prejudice to the contract rights, if any, of the person so removed.

Section 3.03. Duties of the Chairman of the Board. The chairman of the board shall preside at all meetings of the shareholders and of the board of directors. Except where by law the signature of the president is required, the chairman of the board shall possess the same power as the president

to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the board of directors. The chairman of the board shall also perform such duties and may exercise such other powers as from time to time may be assigned to the chairman of the board by the Regulations or by the board of directors.

Section 3.04. Duties of the Chief Executive Officer. The chief executive officer shall, subject to the control of the directors and the chairman of the board, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried in to effect. Except where by law the signature of the president is required, the chief executive officer shall possess the same power as the president to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the board of directors. In the absence or disability of the chairman of the board, the chief executive officer shall preside at all meetings of the shareholders and the board of directors. During the absence or disability of the chief executive officer, the president (or, during the simultaneous absence or disability of the president, the chairman of the board) shall exercise all the powers and discharge all the duties of the chief executive officer. The chief executive officer shall also perform such duties and may exercise such other powers as from time to time may be assigned to the chief executive officer by the Regulations or by the board of directors.

Section 3.05. Duties of the President. The president shall, subject to the control of the board of directors, the chairman of the board and the chief executive officer, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried in to effect. The president shall execute all bonds, mortgages, contracts and other instruments of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by the Regulations, the board of directors, the chairman of the board, the chief executive officer or the president. In the absence or disability of the chairman of the board and the chief executive officer, the president shall preside at all meetings of the shareholders and the board of directors. If there be no chairman of the board and no chief executive officer, the president shall be the chief executive officer of the Corporation. During the absence or disability of the president, the chief executive officer (or, during the simultaneous absence or disability of the chief executive officer, the chairman of the board) shall exercise all the powers and discharge all the duties of the president. The president shall also perform such other duties and may exercise such other powers as from time to time may be assigned to the president by the Regulations or by the board of directors.

Section 3.06. Duties of the Vice Presidents. The vice presidents, if there shall be any, shall perform such duties as are conferred upon them by the Regulations or as may from time to time be assigned to them by the board of directors, the chairman of the board, the chief executive officer or the president. At the request of the chairman of the board, in the absence or disability of the chief executive officer and/or the president, the vice president designated by the board of directors shall perform all the duties of the chief executive officer and/or the president, and when so acting, shall have all the powers of the chief executive officer and/or the president, as applicable. The authority of the vice president to sign in the name of the Corporation all certificates for shares and authorize deeds, mortgages, leases, bonds, contracts, notes and other instruments, shall be coordinated with like authority of the president.

Section 3.07. Duties of the Secretary. It shall be the duty of the secretary, or of an assistant secretary, if any, in case of the absence or inability to act of the secretary, to keep minutes of all

the proceedings of the shareholders and the directors and to make a proper record of the same; to perform such other duties as may be required by law, the Articles or the Regulations; to perform such other and further duties as may from time to time be assigned to the secretary by the directors; and to deliver all books, paper and property of the Corporation in possession of the secretary to the secretary’s successor, or to the chairman of the board, the chief executive officer or the president.

Section 3.08. Duties of the Treasurer. The treasurer, or an assistant treasurer, if any, in case of the absence or inability to act of the treasurer, shall receive and safely keep in charge all money, bills, notes, choses in action, securities and similar property belonging to the Corporation, and shall do with or disburse the same as directed by the chairman of the board, the chief executive officer, the president or the directors; shall keep an accurate account of the finances and business of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required and hold the same open for inspection and examination by the directors; shall give bond in such sum with such security as the directors may require for the faithful performance of the treasurer’s duties; shall, upon the expiration of the treasurer’s term of office, deliver all money and other property of the Corporation in the treasurer’s possession or custody to the treasurer’s successor or to the chairman of the board, the chief executive officer or the president; and shall perform such other duties as from time to time may be assigned to the treasurer by the directors.

ARTICLE FOUR

Section 4.01. No Share Certificates. All of the shares of the Corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of uncertificated shares of the Corporation, the Corporation shall send to the registered owner of such shares a written notice containing the information required to be set forth or stated on certificates pursuant to applicable law.

Section 4.02. Transfers. Where a shareholder requests of the Corporation or the Corporation’s proper agents to register a transfer of shares, the transfer shall be registered as requested if:

(A) An appropriate person signs on a document authorizing an assignment or transfer of shares, or signs a power to assign or transfer such shares; and

(B) Reasonable assurance is given that the endorsement of each appropriate person is genuine and effective; the Corporation or its agents may refuse to register a transfer of shares unless the signature of each appropriate person is guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 under the Exchange Act; and

(D) The Corporation or its agents are not otherwise required or permitted to refuse to register such transfer.

Section 4.03. Transfer Agents and Registrars. The directors may appoint one or more agents to transfer or to register shares of the Corporation, or both.

ARTICLE FIVE

INDEMNIFICATION AND INSURANCE

Section 5.01. Indemnification. The Corporation shall indemnify any officer or director of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Corporation), by reason of the fact that he or she is or was a director, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if his or her act or omission giving rise to any claim for indemnification under this Section 5.01 was not occasioned by his or her intent to cause injury to the Corporation or by his or her reckless disregard for the best interests of the Corporation, and in respect of any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. It shall be presumed that no act or omission of a person claiming indemnification under this Section 5.01 that gives rise to such claim was occasioned by an intent to cause injury to the Corporation or by a reckless disregard for the best interests of the Corporation and, in respect of any criminal matter, that such person had no reasonable cause to believe his or her conduct was unlawful; the presumption recited in this Section 5.01 can be rebutted only by clear and convincing evidence, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.

Section 5.02. Court-Approved Indemnification. Anything contained in the Regulations or elsewhere to the contrary notwithstanding:

(A) the Corporation shall not indemnify any officer or director of the Corporation who was a party to any completed action or suit instituted by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he or she shall have been adjudged to be liable for an act or omission occasioned by his or her deliberate intent to cause injury to the Corporation or by his or her reckless disregard for the best interests of the Corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he or she is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and

(B) the Corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.02.

Section 5.03. Indemnification for Expenses. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the

Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or matter therein, he or she shall be promptly indemnified by the Corporation against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him or her in connection therewith.

Section 5.04. Determination Required. Any indemnification required under Section 5.01 and not precluded under Section 5.02 shall be made by the Corporation only upon a determination that such indemnification is proper in the circumstances because the officer or director has met the applicable standard of conduct set forth in Section 5.01. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified, within the past five years, or (C) by the shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the Corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.04 at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04); and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04 shall be evidence in rebuttal of the presumption recited in Section 5.01. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the Corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten days after receipt of such notification, such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

Section 5.05. Advances for Expenses. The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to the Corporation. Expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.01 shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him or her, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he or she shall not have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, his or her relevant action or failure to act was occasioned by his or her deliberate intent to cause injury to the Corporation or his or her reckless disregard for the best interests of the Corporation, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of

all of the circumstances, he or she is fairly and reasonably entitled to all or part of such indemnification.

Section 5.06. Article Five Not Exclusive. The indemnification provided by this Article Five shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the Articles, the Regulations, any agreement, a vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 5.07. Insurance. The Corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a director, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the obligation or the power to indemnify him or her against such liability under the provisions of this Article Five. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

Section 5.08. Certain Definitions. For purposes of this Article Five, and as an example and not by way of limitation:

(A) A person claiming indemnification under this Article Five shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against such person, without a conviction of such person, without the imposition of a fine upon such person and without such person’s payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against such person or otherwise results in a vindication of such person).

(B) References to an “other enterprise” shall include employee tax benefit plans; references to a “fine” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

Section 5.09. Venue. Any action, suit or proceeding to determine a claim for, or for repayment to the Corporation of, indemnification under this Article Five may be maintained by the person claiming such indemnification, or by the Corporation, in the Court of Common Pleas of Franklin County, Ohio. The Corporation and (by claiming or accepting such indemnification) each such person consent to the exercise of jurisdiction over its, his or her person by the Court of Common Pleas of Franklin County, Ohio in any such action, suit or proceeding.

Section 5.10. Amendment or Repeal. The provisions of this Article Five shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of the Regulations), in consideration of such person’s performance of such services, and pursuant to this Article Five, the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article Five are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of the Regulations. With respect to any directors or officers of the Corporation who commence service following adoption of the Regulations, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article Five shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

ARTICLE SIX

MISCELLANEOUS

Section 6.01. Amendments. The Regulations may only be amended in accordance with the provisions of the Articles. The Regulations were last amended on November 30, 2023.

Section 6.02. Section 1701.831 of the Ohio Revised Code Not Applicable. Section 1701.831 of the Ohio Revised Code does not apply to control share acquisitions of shares of the Corporation.

ARTICLE SEVEN

FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, (a) any state court located within the State of Ohio (an “Ohio State Court”) (or in the event that an Ohio State Court does not have jurisdiction, a federal district court located within the State of Ohio) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or shareholder of the Corporation to the Corporation or to the Corporation’s shareholders, (iii) any action, suit or proceeding arising pursuant to any provision of the Ohio Revised Code or the Articles or the Regulations (as any of the foregoing may be amended and/or restated from time to time) or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine; and (b) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Ohio (a

“Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Ohio in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.

Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article Seven. This provision is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing, the provisions of this Article Seven shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF NOVEMBER 30, 2023

TABLE OF CONTENTS


		Page

ARTICLE I. DEFINITIONS			1

1.1	Definitions		1
1.2	Interpretation		2

ARTICLE II. SERVICES			2

2.1	Services		2
2.2	Standard of the Provision of Services		3
2.3	Omitted Services		3
2.4	Service Modifications		3
2.5	Maintenance		4
2.6	Subcontractors		4
2.7	Required Consents		4
2.8	Cutover		5

ARTICLE III. COOPERATION AND ACCESS			5

3.1	General Cooperation		5
3.2	Access to Premises, Systems and Information		5
3.3	Compliance with Third Party Vendor Agreements		6
3.4	Project Managers		6

ARTICLE IV. FEES AND PAYMENT			6

4.1	Fees and Expenses		6
4.2	Taxes		7
4.3	Limited Set-Off Rights		7
4.4	Currency		7

ARTICLE V. TERM; TERMINATION			7

5.1	Term		7
5.2	Early Termination		8
5.3	Termination for Default		8
5.4	Effect of Termination; Survival		8

ARTICLE VI. FORCE MAJEURE			8
6.1	Force Majeure		8

ARTICLE VII. CONFIDENTIALITY			9
7.1	Confidentiality; Data Privacy		9


7.2	Protective Arrangements	11

ARTICLE VIII. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY		12

8.1	Disclaimer of Warranties	12
8.2	Limitation of Liability	12
8.3	Limitation of Damages	12

ARTICLE IX. MISCELLANEOUS		13

9.1	Counterparts; Entire Agreement; Corporate Power	13
9.2	Governing Law	13
9.3	Assignability	13
9.4	Third-Party Beneficiaries	14
9.5	Notices	14
9.6	Severability	14
9.7	Force Majeure	15
9.8	Headings	15
9.9	Waivers of Default	15
9.10	Dispute Resolution	15
9.11	Amendments	15
9.12	Construction	15
9.13	Performance	16
9.14	Limited Liability	16
9.15	Personnel	16
9.16	Exclusivity of Tax Matters	16

Schedules


Schedule A		Worthington Provided Services
Schedule B		Worthington Steel Provided Services
Schedule C		Excluded Services

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into effective as of November 30, 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.

RECITALS

WHEREAS, New Worthington and Worthington Steel entered into that certain Separation and Distribution Agreement as of November 30, 2023 (as amended, restated, amended and restated, and otherwise modified from time to time, the “Separation Agreement”);

WHEREAS, it is anticipated that, immediately following the Distribution, the Worthington Steel Group will separate from the New Worthington Group and Worthington Steel will be established as a separate, publicly traded company to operate the Worthington Steel Business; and

WHEREAS, pursuant to the Separation Agreement, services are to be provided on a transitional basis by New Worthington to the Worthington Steel Group and by Worthington Steel to the New Worthington Group after the Distribution Date upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants and agreements contained in this Agreement and in the Separation Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. Capitalized terms shall have the meanings set forth below in this Section 1.1 or elsewhere in this Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.

“Excluded Services” means the services listed on Schedule C.

“Force Majeure” means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, storms, floods, pandemics, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure or interruption of networks or energy sources.

“Group” means the New Worthington Group or the Worthington Steel Group, as applicable.

“New Worthington Group” means New Worthington and its Subsidiaries and any of New Worthington’s consolidated or unconsolidated joint ventures.

“Provider” means the Party providing (or causing to provide) a Service under this Agreement.

“Recipient” means the Party (together with any applicable Subsidiaries) receiving a Service under this Agreement.

“Services” means the Worthington Provided Services or the Worthington Steel Provided Services, as applicable.

“Stranded Costs” means any direct costs and expenses resulting from pre-existing obligations to third parties, to the extent that such costs or expenses are not otherwise recoverable from Recipient due to early termination of a Service, and to the extent such costs or expenses (a) relate to the period between the effective date of an early termination of a Service and the date on which such Service had originally been scheduled to terminate, including all pre-existing payment obligations that relate to such period that cannot be terminated, and/or (b) relate to any penalties, fees or other costs or expenses paid to third parties which would not have been incurred but for the early termination or partial termination of such contract or obligation.

“Worthington Steel Group” means Worthington Steel and its Subsidiaries and any of Worthington Steel’s consolidated or unconsolidated joint ventures.

1.2 Interpretation. In this Agreement (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the term “Agreement” or any other reference to an agreement shall, unless otherwise stated, be construed to refer to this Agreement (including all of the Schedules hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, and Schedule references are to the Articles, Sections, and Schedules to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the Effective Date, regardless of any amendment or restatement hereof; and (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars.

ARTICLE II.

SERVICES

2.1 Services. Subject to the terms and conditions of this Agreement, New Worthington shall provide (or cause to be provided) to the Worthington Steel Group all of the services listed in Schedule A attached hereto (the “Worthington Provided Services”). Subject to the terms and conditions of this Agreement, Worthington Steel shall provide (or cause to be provided) to the New Worthington Group all of the services listed in Schedule B attached hereto (the “Worthington Steel Provided Services”). Notwithstanding the foregoing, Provider shall not be obligated to provide any Service to the extent the provision of such Service would violate any applicable Law.

2.2 Standard of the Provision of Services. Provider shall provide, or cause to be provided, the Services it is required to provide hereunder in the manner and at a level substantially consistent with that provided by Provider in the twelve (12) month period preceding the Effective Date (the “Service Standard”). All of the Worthington Provided Services shall be for the sole benefit of Worthington Steel Group, and all of the Worthington Steel Provided Services shall be for the sole benefit of the New Worthington Group.

2.3 Omitted Services. In the event that Recipient identifies any service that was provided by Provider to Recipient prior to the Closing but was unintentionally omitted from Schedule A or Schedule B, as applicable, that is reasonably required for the conduct of Recipient’s business after the Distribution in substantially the same manner as conducted in the twelve (12) month period preceding the Effective Date and that it wishes to have provided by Provider hereunder (each, an “Omitted Service”), it shall provide notice to Provider’s Project Manager, and the Project Managers will meet in person or by teleconference or video conference no later than five (5) Business Days after delivery of the notice to confirm the scope of such Omitted Service, the term for which such Omitted Services will be provided and the applicable fees. The Parties shall then promptly, and in no event later than five (5) Business Days after the relevant meeting specified in the preceding sentence, amend Schedule A or Schedule B, as applicable, in accordance with Section 9.11 to include a description of the Omitted Service, the term for which such Omitted Service will be provided, and the applicable Fees. Such Omitted Service will thereafter be considered a Service hereunder. Notwithstanding the foregoing, and notwithstanding anything to the contrary in this Agreement, in no event shall Provider be required to provide any Excluded Services.

2.4 Service Modifications.

(a) Changes. During the Term, the Parties may, in accordance with the procedures specified in this Section 2.4 agree to modify the manner in which a Service is provided or the terms and conditions relating to the performance of a Service in order to reflect, among other things, new procedures or processes for providing such Service (a “Service Modification”).

(b) Change Requests. In the event either of the Parties desires a Service Modification, the Party requesting the Service Modification will deliver a written description of the proposed Service Modification (a “Change Request”) to the other Party as follows: (i) in the case of a Change Request by Provider, to Recipient’s Project Manager; and (ii) in the case of a Change Request by Recipient, to Provider’s Project Manager.

(c) Meeting of the Parties. Unless the Party receiving the Change Request agrees to implement the Change Request as proposed, the Project Managers will meet in person or by teleconference or video conference to discuss the Change Request no later than five (5) Business Days after delivery of the Change Request to the other Party.

(d) Approval of Recipient Change Requests. All Recipient Change Requests must be approved by Provider’s Project Manager in writing before the Service Modification may be implemented in accordance with Section 2.4(f) below, such approval not to be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable to: (a) withhold such consent to the extent that such proposed Service Modification would materially increase the resources required for Provider to provide the Service after giving effect to the Change Request or (b) condition such consent on Recipient agreeing to bear any increases in Provider’s cost of performance resulting from such Service Modification.

(e) Approval of Provider Change Requests. All Provider Change Requests must be approved by Recipient’s Project Manager in writing before the Service Modification may be implemented in accordance with Section 2.4(f) below, such approval not to be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable to: (a) withhold such consent to the extent that such proposed Service Modification would materially degrade Provider’s performance of the Service after giving effect to the Change Request, (b) condition such consent on Provider agreeing not to pass on to Recipient any increases in Provider’s cost of performance resulting from such Service Modification or (c) condition such consent on Provider agreeing to reimburse Recipient for any costs incurred by Recipient to implement or accommodate such Service Modification in order to continue to receive the applicable Service.

(f) Implementation of Approved Service Modification. If a Change Request is approved in accordance with this Section 2.4, Schedule A or Schedule B, as applicable, will be amended in accordance with Section 9.10 to reflect the implementation of the Change Request and any other agreed-upon terms or conditions relating to the Service Modification.

2.5 Maintenance. Notwithstanding anything to the contrary in Section 2.2, Provider shall have the right to shut down its facilities and/or systems used in providing the Services in accordance with scheduled maintenance windows that have been set by Provider and communicated in advance to Recipient’s Project Manager. The scheduled maintenance windows shall always be planned to be performed outside of customary business hours, or if not practicable, be planned so that such shutdown shall not materially and adversely affect Recipient’s operations. In the event nonscheduled maintenance is necessary, Provider may perform such maintenance; provided that Provider shall, whenever possible, notify Recipient twenty-four (24) hours in advance. Unless not feasible under the circumstances, this notice shall be given in writing (including by email) to Recipient’s Project Manager. Where written notice is not feasible, Provider shall give prompt oral notice, which notice shall be promptly confirmed in writing (including by email) by Provider. Provider shall be relieved of its obligations to provide Services only for the period of time that its facilities and/or systems are so shut down but shall use commercially reasonable efforts to minimize each period of shutdown for such purpose.

2.6 Subcontractors. Provider may subcontract any of the Services or portion thereof to any other Person, including any Affiliate of Provider; provided, however, that Provider shall in all cases remain primarily responsible for all of its obligations hereunder with respect to the Services, and any processing of Personal Data, provided by its subcontractor(s).

2.7 Required Consents. Provider shall use commercially reasonable efforts to obtain any consents, approvals or amendments to existing agreements of such Provider necessary to allow such Provider to provide the Services to Recipient (the “Required Consents”). The applicable Recipient shall pay, or, at Provider’s request, reimburse Provider for, the cost of obtaining the Required Consents and any fees or charges associated with the Required Consents including, but not limited to, any additional license, sublicense, access or transfer fees, approved by Recipient in

advance. If Recipient does not approve any such fees or charges and as a result a Required Consent is not obtained, the Provider shall be relieved of its obligation to provide the applicable Service(s). Recipient acknowledges that there can be no assurance that Provider will be able to obtain the Required Consents. In the event that any Required Consents are not obtained, upon Recipient’s request, Provider will reasonably cooperate with Recipient to identify, and if commercially feasible, to implement, a work-around or alternative arrangement for any affected Service(s); provided, that (i) Recipient shall be responsible for all fees and costs associated with any work-around or alternative arrangement, and (ii) Recipient acknowledges that any such work-around or alternative arrangement may adversely impact the performance of the applicable Service, and Provider shall not be liable for any breach of the Service Standard that results from the adoption of any such work-around or alternative arrangement. If no commercially feasible alternative for a Service is available or capable of being reasonably implemented, Provider shall be relieved of its obligations to provide such Service.

2.8 Cutover. Recipient shall be responsible for planning and preparing the transition to its own internal organization or other third-party service providers for the provision of each of the Services provided to it hereunder (the “Cutover”). At Recipient’s request, Provider shall meet with Recipient within fourteen (14) calendar days following such request to assist Recipient with the initial development of a plan for Cutover (the “Cutover Plan”) and shall provide Recipient with all information reasonably requested by it in connection with the development and implementation of the Cutover Plan. Recipient shall, with Provider’s reasonable assistance, prepare a Cutover Plan with sufficient lead time in order to achieve a timely Cutover. The Cutover Plan of each Party shall provide for a completion date with respect to each Service that is no longer than the end of the applicable Service Term. Once the Cutover Plan is prepared, Recipient shall promptly provide Provider a copy of the Cutover Plan. Provided that Recipient is not in default of its payment obligations hereunder, Provider shall reasonably cooperate and shall use commercially reasonable efforts to cause its third-party vendors to reasonably cooperate, at Recipient’s expense, in a timely implementation of the Cutover Plan.

ARTICLE III.

COOPERATION AND ACCESS

3.1 General Cooperation. Subject to the terms and conditions set forth in this Agreement, the Parties shall each use commercially reasonable efforts to make available, as reasonably requested by the other Party, sufficient resources and timely decisions in order that each Party may accomplish its obligations under this Agreement in a timely and efficient manner.

3.2 Access to Premises, Systems and Information. Each Party agrees that it shall, without charge, provide such reasonable access to its premises, personnel, computer systems and information (excluding “Protected Health Information,” as defined under the Health Insurance Portability and Accountability Act and its implementing regulations, as amended (collectively, “HIPAA”)), and such reasonable assistance, to the other Party as is reasonably required for such other Party to perform its obligations or receive the Services under this Agreement. Unless otherwise agreed to in writing by the Parties, each Party will: (a) use the premises, computer systems and information of the other Party solely for the purpose of providing or receiving the Services; (b) limit such access to those of its representatives with a bona fide need to have such access in connection with the Services; (c) comply, and cause its employees, subcontractors and

third-party providers to comply, with all policies and procedures governing access to and use of such premises, computer systems and/or information made known to such Party, and (d) comply with the provisions set forth in Article VII with respect to Confidential Information of the Disclosing Party obtained by the Receiving Party. The Parties shall cooperate in the investigation of any apparent unauthorized access to any premises, computer systems and/or information of any Party. These provisions concerning access to premises, personnel, computer systems and information shall apply equally to any access and use by a Party of the other Party’s electronic mail system, electronic switched network, either directly or via a direct inward service access or calling card feature, data network or any other property, equipment or service of the other Party, and any software that may be accessible by either Party in connection with this Agreement.

3.3 Compliance with Third Party Vendor Agreements. Recipient shall comply with all applicable terms of third-party vendor agreements used by Provider in providing the Services, to the extent that Recipient has been notified of such terms.

3.4 Project Managers. Each Party will appoint a project manager, who shall be responsible for all day-to-day matters arising hereunder, and who shall be the primary contact for the other Party for any issues arising hereunder (each a “Project Manager”). The Project Managers shall meet (in person or by teleconference or video conference) at the request of either Project Manager, in order to ensure the provision of the Services in accordance with the terms hereof, as well as the orderly transition of those Services at the end of the applicable Service Term. New Worthington’s initial Project Manager shall be Colin Souza and Worthington Steel’s initial Project Manager shall be Colleen Philabaum; each Party may change its designated Project Manager upon notice to the other Party’s Project Manager. Each Party agrees that its Project Manager shall have full and complete authority on behalf of their respective Party to bind such Party in connection with this Agreement and the Services.

ARTICLE IV.

FEES AND PAYMENT

4.1 Fees and Expenses.

(a) Recipient shall pay to Provider the fees for the Services provided to it hereunder, as set forth in Schedule A or Schedule B, as applicable (the “Fees”). In addition, without duplication of any expenses included in the Fees, Recipient shall reimburse Provider for all reasonable and actual out-of-pocket fees, costs, and expenses incurred by Provider in the provision of the Services (“Expenses”); provided that any Expenses greater than $25,000 shall require Recipient’s written approval prior to incurrence to be reimbursable.

(b) Promptly following the end of each calendar month during the Term, Provider shall deliver to Recipient an invoice setting forth the Fees for the Services provided to Recipient during such month and any Expenses incurred during such month. Recipient shall pay, or cause to be paid within thirty (30) days following its receipt of such invoice, the amount of such invoice by electronic funds transfer of immediately available funds to the bank account specified by Provider. If Recipient fails to pay any undisputed amounts due hereunder by the applicable due date, Recipient shall be obligated to pay to Provider, in addition to the amount due, interest on such amount at a rate per annum equal to the Prime Rate plus one and one-half percent (1.5%) or the maximum rate permitted by Law, whichever is less, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

4.2 Taxes. All sums payable under this Agreement are exclusive of value added, sales, goods and services, turnover or other similar Taxes (excluding, for the avoidance of doubt, Taxes imposed on or measured by net income or net worth) that may be levied in any jurisdiction with respect to any Services (“Sales Taxes”). Any Sales Taxes required to be charged and collected by Provider under applicable Law are in addition to amounts to be paid by Recipient under Section 4.1. If any Taxes are required to be deducted or withheld under applicable Law from any payments made by one Party (the “Payor”) to another Party (the “Payee”) hereunder (“Payment Withholding Taxes”), then such Payor shall (a) withhold or deduct the amount of Payment Withholding Taxes required under applicable Law and promptly pay such Payment Withholding Taxes to the applicable Tax authority, and (b) pay additional amounts to such Payee so that the net amount actually received by such Payee after such withholding or deduction of Tax (including any withholding or deduction applicable to additional amounts payable under this clause (b)) is equal to the amount that such Payee would have received had no Payment Withholding Taxes been deducted or withheld. If the Payee receives a cash refund of (or credit in lieu of such refund with respect to) Payment Withholding Taxes, then the Payee shall reimburse the Payor for an amount equal to such refund or credit (net of any Taxes thereon and any reasonable costs and expenses incurred in obtaining such refund or credit). The Payor and the Payee shall make commercially reasonable efforts to obtain any exemption relating to, or reduced rate of, deduction or withholding for or on account of Tax, including making applicable double taxation treaty clearance applications, and each Party shall cooperate with the other with respect thereto.

4.3 Limited Set-Off Rights. Recipient shall pay the full amount of Fees and Expenses due under Section 4.1 and shall not set off, counterclaim or otherwise withhold any amount owed to Provider under this Agreement, on account of any obligation owed by Provider to Recipient under this Agreement that has not been finally adjudicated, settled, or otherwise agreed upon by the Parties in writing; provided, however, that either Party shall be permitted to assert a set-off right with respect to any obligation that has been so finally adjudicated, settled or otherwise agreed upon by the Parties in writing against amounts owed by the other Party under this Agreement.

4.4 Currency. All payments to be made under this Agreement shall be made in U.S. Dollars.

ARTICLE V.

TERM; TERMINATION

5.1 Term. Each Service shall be provided during the term specified for such Service in Schedule A or Schedule B, as applicable (each, a “Service Term”), which may be extended by Recipient upon the Parties’ mutual written agreement of the applicable terms. The term of this Agreement shall commence on the Effective Date and shall expire upon the termination or expiration of all of the Services (the “Term”).

5.2 Early Termination. Recipient may terminate this Agreement in respect of any or all of the Services provided to Recipient by Provider, by providing a minimum of forty-five (45) days (or such other period as may be set forth on Schedule A or Schedule B, as applicable, with respect to a particular Service) prior written notice to Provider; provided, however, that Recipient may not terminate a particular Service if such Service is interdependent with other Services, unless all such interdependent Services are simultaneously terminated. Recipient shall reimburse Provider for all Stranded Costs incurred by Provider as a result of early termination of a Service, which shall be invoiced and payable in the same manner as set forth in Section 4.1.

5.3 Termination for Default.

(a) Termination by Provider. Provider may terminate the Services it provides to Recipient hereunder in the event that Recipient fails to pay amounts due in accordance with Article IV, and Recipient fails to cure such payment default within thirty (30) days following receipt of written notice of the payment default from Provider.

(b) Termination by Recipient. Recipient may terminate this Agreement with respect to the Services it receives from Provider, in whole but not in part, in the event that Provider is in material breach of its obligations relating to the provision of the Services to Recipient, and Provider fails to cure such material breach within fifteen (15) days following its receipt of written notice of such material breach from Recipient.

5.4 Effect of Termination; Survival.

(a) Upon termination or expiration of any Service pursuant to this Agreement, Provider shall have no further obligation to provide the terminated Service, and Recipient shall have no obligation to pay any Fees or Expenses relating to any such Service beyond the effective date of termination (other than Stranded Costs, as and to the extent applicable); provided that Recipient shall remain obligated to the other Party for the Fees and Expenses owed and payable in respect of Services provided through the effective date of termination. In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination.

(b) Upon termination or expiration of this Agreement, this Section 5.4, Article VII, Article VIII, and Article IX shall survive. The remaining provisions hereof shall survive to the extent such provisions are applicable to any amounts due for the Services provided prior to termination or expiration.

ARTICLE VI.

FORCE MAJEURE.

6.1 Force Majeure. Neither Party shall have any Liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that such Party shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other Party stating the date and

extent of such suspension and the cause thereof, and such suspending Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause, and if Provider is the Party so prevented then Recipient shall not be obligated to pay the Fee for a Service to the extent and for so long as such Service is not made available to Recipient hereunder as a result of such Force Majeure. During the period of a Force Majeure, Recipient may terminate the suspended Services (and shall be relieved of the obligation to pay Fees following such permanent termination) if such Services are suspended due to a Force Majeure for more than fifteen (15) consecutive days.

ARTICLE VII.

CONFIDENTIALITY

7.1 Confidentiality; Data Privacy.

(a) Confidentiality. Subject to Section 7.2 and except as otherwise expressly provided in this Agreement, each Party, on behalf of itself and each of its Affiliates (collectively, the “Receiving Party”), agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to the Receiving Party’s own non-public information pursuant to policies in effect as of the Effective Date but in no event with less than a reasonable standard of care, all non-public Information concerning the other Party (or its business) or the other Party’s Affiliates (or their respective businesses) (collectively, the “Disclosing Party”) that is in the Receiving Party’s possession in connection with the performance of this Agreement (the “Confidential Information”), and shall not use any non-public Information concerning the Disclosing Party other than as necessary to perform or receive the Services hereunder, as applicable. Notwithstanding the foregoing, Confidential Information shall not include information of the Disclosing Party to the extent it is: (i) in the public domain or generally available to the public on the Effective Date, or thereafter becomes available to the public, other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement, (ii) lawfully acquired from other sources by the Receiving Party, which sources are not known to the Receiving Party to be bound by a confidentiality obligation with respect to the Disclosing Party’s Confidential Information, or (iii) independently developed or generated by the Receiving Party or its Representatives without reference to or use of the Confidential Information of the Disclosing Party. The foregoing restrictions shall not prohibit the disclosure of non-public Information as required or requested by a Governmental Authority or required pursuant to Law or the rules of any stock exchange on which shares of the Receiving Party or any member of its Group are traded (subject to Section 7.2), or as required to exercise any right or enforce any remedy under this Agreement or the Separation Agreement. For the avoidance of doubt, “Confidential Information” also shall not include “Protected Health Information” as defined under HIPAA, and any unintended acquisition, access, use, or disclosure of Protected Health Information pursuant to this Agreement or otherwise shall be addressed in accordance with HIPAA.

(b) No Release; Return or Destruction. Each Party, in its capacity as the Receiving Party, agrees not to release or disclose, or permit to be released or disclosed, any Confidential Information of the Disclosing Party addressed in Section 7.1(a) to any other Person, except the Receiving Party’s Representatives who need to know such Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such Confidential Information), and except in compliance with Section 7.2. Without limiting the foregoing, when

any Confidential Information furnished by the Disclosing Party pursuant to this Agreement is no longer needed for the purposes contemplated by this Agreement, each Party, in its capacity as the Receiving Party, shall, at its option, promptly after receiving a written notice from the Disclosing Party, either return to the Disclosing Party all such Confidential Information of the Disclosing Party in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the Disclosing Party that it has destroyed such Confidential Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, however, that the Receiving Party shall not be required to destroy or return any such Confidential Information of the Disclosing Party to the extent that (i) the Receiving Party is required to retain the Confidential Information of the Disclosing Party in order to comply with any applicable Law, (ii) the Confidential Information of the Disclosing Party has been backed up electronically pursuant to the Receiving Party’s standard document retention policies and will be managed and ultimately destroyed consistent with such policies or (iii) it is kept in the Receiving Party’s legal files for purposes of resolving any dispute that may arise under this Agreement, in each case, so long as Confidential Information remains subject to the protections of this Article VII.

(c) Third-Party Information; Privacy and Data Protection Laws. Each Party acknowledges that it and its respective Group members which may have as of the Effective Date and, may after the Effective Date, gain access to or possession of non-public Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or a member of the other Party’s Group, on the other hand, prior to the Effective Date or (ii) that, as between the Parties, was originally collected by the other Party or a member of the other Party’s Group and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Group members and its and their respective Representatives to hold, protect and use, in strict confidence the non-public Information of Third Parties in accordance with applicable Laws and the terms of any agreements between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand; provided, however, that the other Party subject to any such agreement (including its Group members) shall advise the Party accessing or possessing the Third Party non-public or personal Information of any such confidentiality or non-disclosure agreement. Recipient will provide all notices, obtain all consents, and take all other steps necessary to comply with all applicable Law and policies for Recipient and its Group to collect and disclose to Provider and for Provider and its Group to use all information that is “personal information,” “personal data” or similar term under one or more applicable Laws (“Personal Data”) for the purposes as set out in this Agreement. The Parties acknowledge that they will each comply with their obligations under applicable Laws and regulations regarding the processing of Personal Data. The Parties acknowledge that they will each promptly notify the other if there is any accidental or unlawful destruction of, loss, alteration, disclosure of access to Personal Data processed pursuant to this Agreement. To the extent required by applicable Law, the Parties will enter into additional agreements on the processing of Personal Data, including, as applicable, standard contractual clauses and international data transfer agreements (each as may be required by the GDPR or UK GDPR, as defined below). To the extent a Provider or a member of Provider’s Group will receive or process Personal Data subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”) on behalf of Recipient or Recipient’s Group where such receipt or processing is subject to the CCPA, Provider or its applicable Group member is a “service provider” (as such term is defined under the CCPA), and Provider shall (and

shall cause its applicable Group members to): (i) in connection with processing the Personal Data, comply with applicable obligations under the CCPA and provide the same level of privacy protection as is required by the CCPA, (ii) notify Recipient without undue delay if Provider makes a determination that it can no longer meet its obligations under the CCPA; (iii) grant Recipient the right to take reasonable and appropriate steps to help ensure that Provider uses the Personal Data in a manner consistent with Recipient’s obligations under the CCPA and stop and remediate any unauthorized use of the Personal Data, and (iv) be prohibited from (1) selling or sharing for cross-context behavioral advertising purposes Personal Data, (2) retaining, using, or disclosing the Personal Data for any purpose other than for the specific purpose of performing the Services and/or outside of the direct business relationship between Provider and Recipient, and (3) combining the Personal Data received from Recipient with any Personal Data that may be collected from Provider’s separate interactions with the individual(s) to whom the Personal Data relates or from any other sources. To the extent a Provider or a member of Provider’s Group will receive or process Personal Data subject to the General Data Protection Regulation 2016/679 (the “EU GDPR”) or the UK General Data Protection Regulation (as defined by the UK Data Protection Act 2018 (“DPA”)) (together with the DPA, the “UK GDPR”), it shall (i) process the Personal Data only on the documented instructions of the Recipient unless otherwise required by applicable Law; (ii) ensure that its personnel authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (iii) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of the processing; (iv) taking into account the nature of the processing, assist the Recipient by (A) appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Recipient’s obligation to respond to requests for exercising data subject rights laid down in the GDPR and UK GDPR; and (B) with its compliance obligations under the GDPR and UK GDPR regarding security of processing, notification of data breaches, data protection impact assessments and, if required, prior consultation with relevant competent authorities; (v) at the choice of the Recipient and upon their instruction, delete or return all the Personal Data, unless Provider or the relevant member of the Provider’s Group is required to retain such Personal Data in accordance with applicable Law; (vi) make available to the Recipient all information necessary to demonstrate compliance with the obligations laid down in this paragraph and, as applicable, the GDPR and UK GDPR and contribute to audits and inspections regarding the same; and (vii) immediately inform the Recipient if, in its opinion, an instruction of the Recipient infringes the GDPR or UK GDPR (as applicable).

7.2 Protective Arrangements. In the event that either Party or any of its Affiliates, in the capacity of a Receiving Party, is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or is required pursuant to applicable Law or the rules of any stock exchange on which the shares of the Receiving Party or any member of its Group are traded to disclose or provide any Confidential Information of the Disclosing Party that is subject to the confidentiality provisions hereof, the Receiving Party shall provide the Disclosing Party with written notice of such request or demand (to the extent legally permitted) as promptly as practicable under the circumstances so that the Disclosing Party shall have an opportunity to seek an appropriate protective order, at the Disclosing Party’s own cost and expense. In the event that the Disclosing Party fails to seek or receive such appropriate protective order in a timely manner and the Receiving Party reasonably determines that its failure to disclose or provide the Disclosing

Party’s Confidential Information shall actually prejudice the Receiving Party, then the Receiving Party may thereafter disclose or provide the Disclosing Party’s Confidential Information to the extent required by such Law or stock exchange (as so advised by its counsel) or by lawful process or such Governmental Authority, and the Receiving Party shall promptly provide the Disclosing Party with a copy of the Disclosing Party’s Confidential Information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom the Disclosing Party’s Confidential Information was disclosed, in each case to the extent legally permitted.

ARTICLE VIII.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

8.1 Disclaimer of Warranties. WITHOUT LIMITING THE SERVICE STANDARD OR ANY REPRESENTATIONS OR WARRANTIES IN THE SEPARATION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT (A) THE SERVICES ARE PROVIDED AS-IS, AND (B) NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES AND EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE.

8.2 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR CLAIMS ARISING OUT OF A PARTY’S BREACH OF ARTICLE VII, FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR LOSS OF BUSINESS, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Limitation of Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR CLAIMS ARISING OUT OF A PARTY’S BREACH OF ARTICLE VII, FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES, SUBCONTRACTORS, SUPPLIERS AND AGENTS FOR DAMAGES ARISING OUT OF THIS AGREEMENT, THE SERVICES OR THE ACTS OR OMISSIONS OF SUCH PARTY, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED (A) WHERE SUCH PARTY IS THE PROVIDER, THE TOTAL FEES PAID OR PAYABLE BY RECIPIENT TO SUCH PARTY FOR THE SERVICES PROVIDED BY SUCH PARTY HEREUNDER, AND (B) WHERE SUCH PARTY IS THE RECIPIENT, THE TOTAL FEES PAID OR PAYABLE BY RECIPIENT TO SUCH PARTY FOR THE SERVICES PROVIDED TO SUCH PARTY HEREUNDER.

ARTICLE IX.

MISCELLANEOUS

9.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile, electronic mail (including .pdf, DocuSign or other electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(b) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement, this Agreement shall control.

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

9.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance and remedies.

9.3 Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign or otherwise transfer its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable.

9.4 Third-Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of a Party) except the Parties any rights or remedies hereunder; and there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third Person (including, without limitation, any shareholders of the Parties) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

9.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.5):

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

9.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

9.7 Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

9.8 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9.9 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement, or any other Ancillary Agreement, shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

9.10 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

9.11 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement, or modification is sought to be enforced.

9.12 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement, the Separation Agreement, or any other Ancillary Agreements. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

9.13 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

9.14 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

9.15 Personnel. Provider of any Service shall be solely responsible for all salary, employment, and other benefits of and Liabilities relating to the employment of persons employed by such Provider. In performing their respective duties hereunder, all such employees and representatives of any Provider shall be under the direction, control, and supervision of such Provider, and such Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment, and compensation of such employees and representatives.

9.16 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement (but subject to Section 4.2), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

9.17 Compliance. Notwithstanding any other provision herein, the Parties intend that the terms of this Agreement and the manner in which this Agreement is carried out in practice comply with all applicable Laws, regulations, and other binding guidance, including without limitation, federal and state health care compliance Laws which may apply to the New Worthington Group’s continued operation of a medical center and pharmacy (collectively, “Medical Center”). The Parties acknowledge and agree that the compensation set forth herein for all Services represents the fair market value of the Services provided, was negotiated in an arm’s-length transaction, and has not been determined in a manner which takes into account the volume or value of referrals or other business, if any, that may otherwise be generated between the Parties relative to the Medical Center. Nothing contained in this Agreement shall be construed in any manner as an obligation or inducement to make any referrals by either Party to the Medical Center. The Parties further agree that this Agreement does not involve the counseling or promotion of a business arrangement that violates applicable Law, and that the aggregate Services contracted for do not exceed those reasonably necessary to accomplish the commercially reasonable business purpose of such Services.

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


WORTHINGTON INDUSTRIES, INC.

By:		/s/ Joseph B. Hayek
Name:		Joseph B. Hayek
Title:		Vice President

WORTHINGTON STEEL, INC.

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President

Exhibit 10.2

TAX MATTERS AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF NOVEMBER 30, 2023

TABLE OF CONTENTS


		Page
ARTICLE I. DEFINITIONS			2

1.1	Definition of Terms		2

ARTICLE II. ALLOCATION OF TAX LIABILITIES AND TAX-RELATED LOSSES			9

2.1	General Rule		9
2.2	General Allocation Principles		10
2.3	Allocation Conventions		11

ARTICLE III. PREPARATION AND FILING OF TAX RETURNS			12

3.1	New Worthington Separate Returns and Joint Returns		12
3.2	Worthington Steel Separate Returns		12
3.3	Tax Reporting Practices		12
3.4	Protective Section 336(e) Elections		13
3.5	Worthington Steel Carrybacks and Claims for Refund		14
3.6	Apportionment of Tax Attributes		15

ARTICLE IV. TAX PAYMENTS			15

4.1	Taxes Shown on Tax Returns		15
4.2	Adjustments Resulting in Underpayments		16
4.3	Indemnification Payments		16

ARTICLE V. TAX BENEFITS			16

5.1	Tax Refunds		16
5.2	Other Tax Benefits		17

ARTICLE VI. INTENDED TAX TREATMENT			17

6.1	Restrictions on Members of the Worthington Steel Group		17
6.2	Restrictions on Members of the New Worthington Group		19
6.3	Procedures Regarding Opinions and Post-Distribution Rulings		19
6.4	Liability for Specified Separation Taxes and Tax-Related Losses		20

ARTICLE VII. ASSISTANCE AND COOPERATION			21

7.1	Assistance and Cooperation		21
7.2	Tax Return Information		21
7.3	Reliance by Worthington		22
7.4	Reliance by Worthington Steel		22
7.5	Other Separation Taxes		22

ARTICLE VIII. TAX RECORDS			23

8.1	Retention of Tax Records		23
8.2	Access to Tax Records		23
8.3	Preservation of Privilege		23

ARTICLE IX. TAX CONTESTS			24

9.1	Notice		24
9.2	Control of Tax Contests		24


ARTICLE X. SURVIVAL OF OBLIGATIONS		26

ARTICLE XI. TAX TREATMENT OF PAYMENTS		26

11.1	General Rule	26
11.2	Interest	26

ARTICLE XII. GROSS-UP OF INDEMNIFICATION PAYMENTS		27

ARTICLE XIII. MISCELLANEOUS		27

13.1	Counterparts; Entire Agreement; Corporate Power	27
13.2	Governing Law	27
13.3	Assignability	28
13.4	Third Party Beneficiaries	28
13.5	Notices	28
13.6	Severability	29
13.7	Force Majeure	29
13.8	Headings	29
13.9	Survival of Covenants	29
13.10	Waivers of Default	29
13.11	Dispute Resolution	29
13.12	Amendments	30
13.13	Construction	30
13.14	Performance	30
13.15	Limited Liability	30
13.16	Limitations of Liability	30

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of November 30, 2023, by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and a wholly owned subsidiary of New Worthington (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I of this Agreement.

RECITALS

WHEREAS, New Worthington, acting together with its Subsidiaries, currently conducts the New Worthington Business and the Worthington Steel Business;

WHEREAS, New Worthington and Worthington Steel have entered into that certain Separation and Distribution Agreement dated as of November 30, 2023 (as amended, restated, amended and restated and otherwise modified from time to time, the “Separation Agreement”) pursuant to which Worthington Steel will separate from the rest of New Worthington and be established as a separate, publicly traded company to operate the Worthington Steel Business;

WHEREAS, as part of the Separation, Worthington Cylinders GmbH, an Austrian Gesellschaft mit beschränkter Haftung (“Internal Remainco”), has undertaken a demerger (the “Demerger”) pursuant to which (i) Internal Remainco transferred 100% of the equity interests in WSMX Holdings, an Ohio limited liability company, to Worthington Steel Holding GmbH, an Austrian Gesellschaft mit beschränkter Haftung established in the course of the Demerger (“Austrian Newco”), and (ii) Worthington Industries International S.a.r.l., a Luxembourg Société à Responsabilité Limitée that is for U.S. federal income tax purposes disregarded as an entity separate from Worthington Cylinder Corporation, an Ohio Corporation (“Worthington Cylinder Corporation”), receives 100% of the equity interests in Austrian Newco;

WHEREAS, as part of the Separation, New Worthington has contributed equity interests in certain entities to Worthington Steel in exchange for $150,000,000 in cash (the “Cash Boot”) and additional shares of Worthington Steel Stock (such exchange, the “Contribution”);

WHEREAS, following the Separation, New Worthington intends to distribute 100% of the issued and outstanding Worthington Steel Stock to holders of New Worthington Stock (together with the Contribution, the “Distribution”);

WHEREAS, following the Distribution, New Worthington intends to transfer the Cash Boot to one or more of New Worthington’s creditors in satisfaction of its debt and/or distribute the Cash Boot to New Worthington’s shareholders (the “Boot Purge”);

WHEREAS, the Parties intend that (i) the Demerger qualify as a distribution under Section 355(a) of the Internal Revenue Code of 1986, as amended (the “Code”) that will be nontaxable for U.S. federal income tax purposes to Internal Remainco and Worthington Cylinder Corporation; (ii) the Contribution, taken together with the Distribution, qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code that will be nontaxable for U.S. federal income tax purposes to Worthington Steel, New Worthington and New Worthington’s shareholders, other than with respect to cash received in lieu of fractional shares, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code and Cash Boot not transferred in the Boot Purge; and (iii) the Boot Purge be treated as a transfer of money by New Worthington to its creditors in connection with the reorganization or as a distribution of money to its shareholders in pursuance of the plan of reorganization for purposes of Section 361(b)(1)(A) and (b)(3) of the Code (the treatment described in clauses (i) through (iii), the “Intended Tax Treatment”);

WHEREAS, New Worthington and Worthington Steel desire to set forth their agreement on the rights and obligations of New Worthington and Worthington Steel and the members of the New Worthington Group and the Worthington Steel Group, respectively, with respect to (i) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (ii) Taxes resulting from the Separation, Distribution and transactions effected in connection therewith and (iii) various other Tax matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement and in the Separation Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definition of Terms. For purposes of this Agreement (including the recitals hereof), Capitalized terms shall have the meanings set forth below in this Section 1.1 or elsewhere in this Agreement.

“Active Trade or Business” means, with respect to the Worthington Steel SAG, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the Worthington Steel Business as conducted immediately prior to the Distribution by the Worthington Steel SAG.

“Adjusted Grossed-Up Basis” has the meaning set forth in Section 3.4(b) of this Agreement.

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“Affiliate” has the meaning set forth in the Separation Agreement.

“Aggregate Deemed Asset Disposition Price” has the meaning set forth in Section 3.4(b) of this Agreement.

“Agreement” means this Tax Matters Agreement.

“Allocation” has the meaning set forth in Section 3.6(b) of this Agreement.

“Ancillary Agreements” has the meaning set forth in the Separation Agreement; provided, however, that for purposes of this Agreement, this Agreement shall not constitute an Ancillary Agreement.

“Boot Purge” has the meaning set forth in the recitals to this Agreement.

“Business Day” has the meaning set forth in the Separation Agreement.

“Capital Stock” means all classes or series of capital stock of a corporation, including (i) common stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in such corporation for U.S. federal Income Tax purposes.

“Cash Boot” has the meaning set forth in the recitals to this Agreement.

“Closing of the Books Method” means the apportionment of items between portions of a Tax Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Tax Period, as if the Distribution Date were the last day of the Tax Period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Tax Period following the Distribution Date, as jointly determined by New Worthington and Worthington Steel; provided, however, that with respect to Property Taxes, such apportionment shall be on the basis of elapsed days during the relevant portion of the Tax Period.

“Code” has the meaning set forth in the recitals to this Agreement.

“Controlling Party” has the meaning set forth in Section 9.2(c) of this Agreement.

“Disputes” has the meaning set forth in the Separation Agreement.

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Effective Time” has the meaning set forth in the Separation Agreement.

“Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for any Tax Period, (i) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction, except that an IRS Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121

or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Tax Authority, or by mutual agreement of the Parties.

“Governmental Authority” has the meaning set forth in the Separation Agreement.

“Group” means (a) with respect to New Worthington, the New Worthington Group, and (b) with respect to Worthington Steel, the Worthington Steel Group, as the context requires.

“Income Tax” means all U.S. federal, state, local and foreign income, franchise or similar Taxes imposed on (or measured by) net income or net profits, and any interest, penalties, additions to Tax or additional amounts in respect of the foregoing.

“Intended Tax Treatment” has the meaning set forth in the recitals to this Agreement.

“IRS” means the U.S. Internal Revenue Service or any successor agency.

“Joint Return” means any Tax Return that includes, by election or otherwise, one or more members of the New Worthington Group together with one or more members of the Worthington Steel Group.

“Law” has the meaning set forth in the Separation Agreement.

“Loss” has the meaning set forth in Section 5.2(a) of this Agreement.

“New Worthington” has the meaning set forth in the preamble to this Agreement.

“New Worthington Business” has the meaning set forth in the Separation Agreement.

“New Worthington Disqualifying Act” means, with respect to any Specified Separation Taxes, (a) any act, or failure or omission to act, including, without limitation, the breach of any covenant contained herein or in the Tax Materials, by any member of the New Worthington Group following the Distribution that results in any Party (or any of its Affiliates) being liable for such Specified Separation Taxes pursuant to a Final Determination, (b) any event (or series of events) involving Capital Stock or any assets of any member of the New Worthington Group or (c) any failure to be true, inaccuracy in, or breach of any of the representations or statements contained in the Tax Materials to the extent descriptive of or otherwise relating to any member of the New Worthington Group or the New Worthington Business.

“New Worthington Group” has the meaning set forth in the Separation Agreement.

“New Worthington Stock” has the meaning set forth in the Separation Agreement.

“Non-Controlling Party” has the meaning set forth in Section 9.2(c) of this Agreement.

“New Worthington Separate Return” means any Tax Return of or including any member of the New Worthington Group (including any consolidated, combined or unitary return) that does not include any member of the Worthington Steel Group.

“Notified Action” shall have the meaning set forth in Section 6.3(a) of this Agreement.

“Other Separation Taxes” means any Taxes imposed on the New Worthington Group or the Worthington Steel Group in connection with the transactions comprising the Separation and Distribution, other than Specified Separation Taxes.

“Parties” and “Party” have the meaning set forth in the preamble to this Agreement.

“Past Practices” has the meaning set forth in Section 3.3(a) of this Agreement.

“Payment Date” means, with respect to a Tax Return, (A) the due date for any required installment of estimated Taxes, (B) the due date (determined without regard to extensions) for filing such Tax Return, or (C) the date such Tax Return is filed, as the case may be.

“Payor” has the meaning set forth in Section 4.3(a) of this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal Income Tax purposes.

“Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“Post-Distribution Ruling” has the meaning set forth in Section 6.1(b) of this Agreement.

“Pre-Distribution Period” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on and including the Distribution Date.

“Prime Rate” shall have the meaning set forth in the Separation Agreement.

“Prior Group” means any group that filed or was required to file (or will file or be required to file) a Tax Return, for a Tax Period or portion thereof ending at the close of the Distribution Date, on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes at least one member of the Worthington Steel Group.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Property Taxes” means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations § 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Worthington Steel management or shareholders, is a hostile acquisition, or otherwise, as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, any shares of Capital Stock in Worthington Steel. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Worthington Steel of a shareholder rights plan, (ii) issuances by Worthington Steel that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations § 1.355-7(d), including such issuances net of exercise price and/or tax withholding (provided, however, that any sale of such stock in connection with a net exercise or tax withholding is not exempt under this clause (ii) unless it satisfies the requirements of Safe Harbor VII of Treasury Regulations § 1.355-7(d)), or (iii) acquisitions that satisfy Safe Harbor VII of Treasury Regulations § 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. For purposes of this definition, each reference to Worthington Steel shall include a reference to any entity treated as a successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“Protective Section 336(e) Election” has the meaning set forth in Section 3.4(a) of this Agreement.

“Representation Letter” means any officer’s certificate, representation letter and other materials delivered or deliverable by New Worthington, and any of its Affiliates, in connection with the rendering by Tax Advisors of the Tax Advice.

“Required Party” has the meaning set forth in Section 4.3(a) of this Agreement.

“Responsible Party” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return under this Agreement.

“Retention Date” has the meaning set forth in Section 8.1 of this Agreement.

“Section 336(e) Allocation Statement” has the meaning set forth in Section 3.4(b) of this Agreement.

“Section 336(e) Tax Benefit Percentage” means, with respect to any Specified Separation Taxes and Tax-Related Losses related to the Distribution, the percentage equal to one hundred percent (100%) minus the percentage of such Specified Separation Taxes and Tax-Related Losses related to the Distribution for which New Worthington is entitled to indemnification under this Agreement.

“Separation” means, collectively, all of the transactions undertaken to separate the Worthington Steel Business from the New Worthington Business in connection with and prior to the Distribution.

“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

“Specified Separation Taxes” means any and all cash Taxes incurred by the New Worthington Group or the Worthington Steel Group as a result of the failure of the Intended Tax Treatment; provided, for the avoidance of doubt, that Specified Separation Taxes shall not include the use of or diminution in value of any Tax Attribute.

“Straddle Period” means any Tax Period that begins before and ends after the Distribution Date.

“Subsidiary” has the meaning set forth in the Separation Agreement.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, environmental, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, universal service fund, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any Governmental Authority or political subdivision thereof, and any interest, penalty, additions to tax or additional amounts in respect of the foregoing.

“Tax Advice” means any opinions or memoranda of Tax Advisors deliverable to New Worthington in connection with the Demerger, Contribution, Distribution or Boot Purge.

“Tax Advisor” means a Tax counsel or accountant, in each case of recognized national standing.

“Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“Tax Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

“Tax Contest” means an audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“Tax Law” means the Law of any Governmental Authority or political subdivision thereof relating to any Tax.

“Tax Materials” means the Tax Advice, the Representation Letter and any other materials delivered or deliverable or information provided by New Worthington or Worthington Steel, or their respective Tax Advisors or Affiliates, in connection with the Tax Advice.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or otherwise relating to Taxes.

“Tax-Related Losses” means, with respect to any Specified Separation Taxes, (i) all accounting, legal and other professional fees, and court costs incurred in connection with such Specified Separation Taxes, as well as any other out-of-pocket costs incurred in connection with such Specified Separation Taxes; and (ii) all costs, expenses and damages associated with shareholder litigation or controversies and any amount paid by New Worthington (or any New Worthington Affiliate) or Worthington Steel (or any Worthington Steel Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority.

“Tax Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Third Party” means any Person other than the Parties or any of their respective Subsidiaries.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is reasonably acceptable to New Worthington, on which New Worthington may rely to the effect that a transaction will not adversely affect the Intended Tax Treatment. Any such opinion must assume that the Demerger, Contribution, Distribution and Boot Purge would have qualified for the Intended Tax Treatment if the transaction in question did not occur.

“Worthington Steel” has the meaning provided in the preamble to this Agreement.

“Worthington Steel Business” has the meaning set forth in the Separation Agreement.

“Worthington Steel Carryback” means any net operating loss, net capital loss, excess Tax credit, or other similar Tax item of any member of the Worthington Steel Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“Worthington Steel Disqualifying Act” means, with respect to any Specified Separation Taxes, (a) any act, or failure or omission to act, including, without limitation, the breach of any covenant contained herein or in the Tax Materials, by any member of the Worthington Steel Group that results in any Party (or any of its Affiliates) being liable for such Specified Separation Taxes pursuant to a Final Determination, regardless of whether such act or failure to act is covered by a Post-Distribution Ruling or Unqualified Tax Opinion, (b) any event (or series of events) involving Capital Stock or any assets of any member of the Worthington Steel Group or (c) any failure to be true, inaccuracy in, or breach of any of the representations or statements contained in the Tax Materials to the extent descriptive of or otherwise relating to any member of the Worthington Steel Group or the Worthington Steel Business.

“Worthington Steel Equity Awards” means options, share appreciation rights, restricted shares, share units or other compensatory rights with respect to Worthington Steel Stock.

“Worthington Steel Group” has the meaning set forth in the Separation Agreement.

“Worthington Steel SAG” means the separate affiliated group of Worthington Steel, within the meaning of Section 355(b)(3)(B) of the Code.

“Worthington Steel Separate Domestic Income Return” means any Worthington Steel Separate Return reporting Income Taxes that is filed, or required to be filed, with any Tax Authority of the United States or any state or political subdivision thereof.

“Worthington Steel Separate Return” means any Tax Return of or including any member of the Worthington Steel Group (including any consolidated, combined or unitary return) that does not include any member of the New Worthington Group.

“Worthington Steel Stock” has the meaning set forth in the Separation Agreement.

ARTICLE II.

ALLOCATION OF TAX LIABILITIES AND TAX-RELATED LOSSES

2.1 General Rule.

(a) New Worthington Liability. Except with respect to Taxes and Tax-Related Losses described in Section 2.1(b) of this Agreement, New Worthington shall be liable for, and shall indemnify and hold harmless the Worthington Steel Group from and against any liability for:

(i) Taxes that are allocated to New Worthington under this Article II;

(ii) any Taxes resulting from a breach of any of New Worthington’s covenants in this Agreement, the Separation Agreement or any Ancillary Agreement;

(iii) Specified Separation Taxes and Tax-Related Losses that are allocated to New Worthington under Section 6.4(a) of this Agreement;

(iv) Fifty percent (50%) of Other Separation Taxes; and

(v) Taxes (other than those that are allocated to Worthington Steel under Section 2.1(b)) imposed on Worthington Steel or any member of the Worthington Steel Group pursuant to the provisions of Treasury Regulations § 1.1502-6 (or similar provisions of state, local, or foreign Tax Law) as a result of any such member being or having been a member of a Prior Group.

(b) Worthington Steel Liability. Worthington Steel shall be liable for, and shall indemnify and hold harmless the New Worthington Group from and against any liability for:

(i) Taxes which are allocated to Worthington Steel under this Article II;

(ii) any Taxes resulting from a breach of any of Worthington Steel’s covenants in this Agreement, the Separation Agreement or any Ancillary Agreement;

(iii) any Specified Separation Taxes and Tax-Related Losses that are allocated to Worthington Steel under Section 6.4(a) of this Agreement; and

(iv) Fifty percent (50%) of Other Separation Taxes.

2.2 General Allocation Principles. Except as otherwise provided in this Article II or in Section 6.4(a) of this Agreement, all Taxes shall be allocated as follows:

(a) Allocation of Taxes for Joint Returns. Except as otherwise provided in Section 2.2(c), New Worthington shall be responsible for all Taxes reported, or required to be reported, on any Joint Return that any member of the New Worthington Group files or is required to file under the Code or other applicable Tax Law; provided, however, that to the extent any such Joint Return includes any Tax Item attributable to any member of the Worthington Steel Group or to the Worthington Steel Business for any Post-Distribution Period, Worthington Steel shall be responsible for all Taxes attributable to such Tax Items, computed in a manner reasonably determined by New Worthington.

(b) Allocation of Taxes for Separate Returns.

(i) Except as otherwise provided in Section 2.2(c), New Worthington shall be responsible for all Taxes reported, or required to be reported, on (A) a New Worthington Separate Return or (B) a Worthington Steel Separate Domestic Income Return that relates solely to any Tax Period ending on or before the Distribution Date.

(ii) Except as otherwise provided in Section 2.2(b)(i) or Section 2.2(c), Worthington Steel shall be responsible for all Taxes reported, or required to be reported, on a Worthington Steel Separate Return.

(i) New Worthington shall be responsible for any increases in Taxes as a result of any adjustment or redetermination or otherwise as result of a Tax Contest to the extent such increase is attributable to any member of the New Worthington Group or the New Worthington Business, as reasonably determined by New Worthington.

(ii) Worthington Steel shall be responsible for any increases in Taxes as a result of any adjustment or redetermination or otherwise as result of a Tax Contest to the extent such increase is attributable to any member of the Worthington Steel Group or the Worthington Steel Business, as reasonably determined by New Worthington.

(d) Taxes Not Reported on Tax Returns.

(i) New Worthington shall be responsible for any Tax attributable to any member of the New Worthington Group or to the New Worthington Business (as reasonably determined by New Worthington) that is not required to be reported on a Tax Return.

(ii) Worthington Steel shall be responsible for any Tax attributable to any member of the Worthington Steel Group or the Worthington Steel Business (as reasonably determined by New Worthington) that is not required to be reported on a Tax Return.

2.3 Allocation Conventions.

(a) All Taxes required to be allocated to a Pre-Distribution Period or Post-Distribution Period pursuant to Section 2.2 of this Agreement shall be allocated in accordance with the Closing of the Books Method as reasonably computed by New Worthington.

(b) Any Tax Item of Worthington Steel or any member of the Worthington Steel Group arising from a transaction engaged in outside of the ordinary course of business on the Distribution Date after the Effective Time shall be properly allocable to Worthington Steel and any such transaction by or with respect to Worthington Steel or any member of the Worthington Steel Group occurring after the Effective Time shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) or any similar provisions of state, local or foreign Law.

ARTICLE III.

PREPARATION AND FILING OF TAX RETURNS

3.1 New Worthington Separate Returns and Joint Returns.

(a) New Worthington shall prepare and file, or cause to be prepared and filed, all New Worthington Separate Returns and Joint Returns, and each member of the Worthington Steel Group to which any such Joint Return relates shall execute and file such consents, elections and other documents as New Worthington may determine, after consulting with Worthington Steel in good faith, are required or appropriate, or otherwise requested by New Worthington in connection with the filing of such Joint Return. Worthington Steel will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that New Worthington determines are required to be filed or that New Worthington elects to file, in each case pursuant to this Section 3.1.

(b) The Parties and their respective Affiliates shall elect to close the Tax Period of each Worthington Steel Group member on the Distribution Date, to the extent permitted by applicable Tax Law.

3.2 Worthington Steel Separate Returns.

(a) Tax Returns to be Prepared by New Worthington. New Worthington shall prepare (or cause to be prepared) and, to the extent permitted by applicable Tax Law, file (or cause to be filed) all Worthington Steel Separate Domestic Income Returns that relate solely to any Tax Period ending on or before the Distribution Date; provided, however, that with respect to any such Tax Return that is prepared by New Worthington but required to be filed by a member of the Worthington Steel Group under applicable Tax Law, New Worthington shall provide such Tax Returns to Worthington Steel at least five (5) Business Days prior to the due date for filing such Tax Returns (taking into account any applicable extension periods) with the amount of any Taxes shown as due thereon, and Worthington Steel shall execute and file (or cause to be executed and filed) such Tax Returns.

(b) Tax Returns to be Prepared by Worthington Steel. Worthington Steel shall prepare and file (or cause to be prepared and filed) all Worthington Steel Separate Returns that are not described in Section 3.2(a). With respect to any Worthington Steel Separate Return that relates to a Pre-Distribution Period (including a Straddle Period), Worthington Steel shall submit a draft of such Tax Return to New Worthington at least fifteen (15) days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), New Worthington shall have the right to review such Tax Return and to submit to Worthington Steel any reasonable changes to such Tax Return no later than five (5) days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), and Worthington Steel shall accept any such reasonable changes; provided, however, that nothing herein shall prevent Worthington Steel from timely filing (or causing to be timely filed) such Tax Return. The Parties agree to consult and to attempt to resolve in good faith any issues arising as a result of the review of any such Tax Return.

3.3 Tax Reporting Practices.

(a) General Rule. Except as provided in Section 3.3(b) of this Agreement, New Worthington shall prepare any Joint Return with respect to a Straddle Period in accordance with past practices, permissible accounting methods, elections or conventions (“Past Practices”) used by the members of the New Worthington Group and the members of the Worthington Steel Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, then New Worthington shall prepare such Tax Return in accordance with reasonable Tax accounting practices selected by New Worthington.

With respect to any Tax Return that Worthington Steel has the obligation or right to prepare, or cause to be prepared, under this Article III, to the extent such Tax Return could affect New Worthington, such Tax Return shall be prepared in accordance with Past Practices used by the members of the New Worthington Group and the members of the Worthington Steel Group prior to the Distribution Date with respect to such Tax Return; provided, however, that to the extent any items, methods or positions are not covered by Past Practices, such Tax Return shall be prepared in accordance with reasonable Tax accounting practices selected by Worthington Steel with the approval of New Worthington, such approval not to be unreasonably withheld, conditioned or delayed.

(b) Interests in Partnerships. To the extent that any interest in an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes is transferred or deemed transferred in connection with the Separation or Distribution, the Parties shall, and shall cause their respective Groups to, use commercially reasonably efforts to cause such partnership to use the interim closing method with respect to such transfer.

(c) Consistency with Intended Tax Treatment. The Parties shall prepare all Tax Returns consistent with the Intended Tax Treatment unless, and then only to the extent, an alternative position is required pursuant to a Final Determination.

3.4 Protective Section 336(e) Elections.

(a) General. The Parties hereby agree that, if New Worthington shall determine in its sole discretion, prior to the applicable due dates of such elections, that the Parties should make protective elections under Section 336(e) of the Code (and any similar provision of applicable state or local Tax Law) with respect to the Distribution for Worthington Steel and each member of the Worthington Steel Group that is a domestic corporation for U.S. federal Income Tax purposes (the “Protective Section 336(e) Elections”), then the Parties shall enter into a written, binding agreement to make the Protective Section 336(e) Elections, and the Parties shall timely make the Protective Section 336(e) Elections in accordance with Treasury Regulations § 1.336-2(h). For the avoidance of doubt, such agreement is intended to constitute a written, binding agreement to make the Protective Section 336(e) Elections within the meaning of Treasury Regulations § 1.336-2(h)(1)(i).

(b) Cooperation and Reporting. New Worthington and Worthington Steel shall cooperate in making the Protective Section 336(e) Elections, if any, including filing any statements, amending any Tax Returns or undertaking such other actions reasonably necessary to carry out the Protective Section 336(e) Elections. New Worthington shall determine the “Aggregate Deemed Asset Disposition Price” and the “Adjusted Grossed-Up Basis” (each as defined under applicable Treasury Regulations) and the allocation of such Aggregate Deemed Asset Disposition Price and Adjusted Grossed-Up Basis among the disposition date assets of the applicable member or members of the New Worthington Group or Worthington Steel Group, each in accordance with the applicable provisions of Section 336(e) of the Code and applicable Treasury Regulations (the “Section 336(e) Allocation Statement”). Each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with the Protective Section 336(e) Elections, including the Section 336(e) Allocation Statement, on any Tax Return, in connection with any Tax Contest or for any other Tax purposes (in each case, excluding any position taken for financial accounting purposes), except as may be required by a Final Determination.

(c) Tax Benefit Payments by Worthington Steel. In the event that the Distribution fails to qualify for the Intended Tax Treatment and New Worthington is not entitled to indemnification for one hundred percent (100%) of any Specified Separation Taxes and Tax-Related Losses relating to the Distribution arising from such failure, New Worthington shall be entitled to quarterly payments from Worthington Steel equal to the Section 336(e) Tax Benefit Percentage of the actual Tax savings if, as and when realized by the Worthington Steel Group arising from the step up in Tax basis (including, for the avoidance of doubt, any such step up attributable to payments made pursuant to this Section 3.4(c)) resulting from the Protective Section 336(e) Election, determined on a “with and without” basis (treating any deductions or amortization attributable to the step up in Tax basis resulting from the Protective 336(e) Election, or any other recovery of such step up, as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards); provided, however, that such payments: (i) shall be reduced by all reasonable costs incurred by any member of the Worthington Steel Group to amend any Tax Returns or other governmental filings related to such Protective Section 336(e) Election and (ii) shall not exceed the amount of any Specified Separation Taxes and Tax-Related Losses relating to the Distribution incurred by the New Worthington Group (not taking into account this Section 3.4(c)) as a result of such failure for which New Worthington is not entitled to indemnification under this Agreement.

3.5 Worthington Steel Carrybacks and Claims for Refund.

(a) Worthington Steel hereby agrees that, unless New Worthington consents in writing (which consent may not be unreasonably withheld, conditioned, or delayed) or as required by Law, (i) no member of the Worthington Steel Group (nor its successors) shall file any Adjustment Request with respect to any Tax Return that could affect any Joint Return or any other Tax Return reflecting Taxes that are allocated to New Worthington under Article II and (ii) any available elections to waive the right to claim any Worthington Steel Carryback in any Joint Return or any other Tax Return reflecting Taxes that are allocated to New Worthington under Article II shall be made, and no affirmative election shall be made to claim any such Worthington Steel Carryback. In the event that Worthington Steel (or the appropriate member of the Worthington Steel Group) is prohibited by applicable Law from waiving or otherwise foregoing a Worthington Steel Carryback or New Worthington consents to a Worthington Steel Carryback (which consent may not be unreasonably withheld, conditioned, or delayed), New Worthington shall cooperate with Worthington Steel, at Worthington Steel’s expense, in seeking from the appropriate Tax Authority such Tax Benefit as reasonably would result from such Worthington Steel Carryback, to the extent that such Tax Benefit is directly attributable to such Worthington Steel Carryback, and shall pay over to Worthington Steel the amount of such Tax Benefit within ten (10) days after such Tax Benefit is recognized by the New Worthington Group; provided, however, that Worthington Steel shall indemnify and hold the members of the New Worthington Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Worthington Steel Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the New Worthington Group if (i) such Tax Attributes expire unused, but would have been utilized but for such Worthington Steel Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been used but for such Worthington Steel Carryback.

(b) New Worthington hereby agrees that, unless Worthington Steel consents in writing (which consent may not be unreasonably withheld, conditioned, or delayed) or as required by Law, no member of the New Worthington Group shall file any Adjustment Request with respect to any Worthington Steel Separate Return.

3.6 Apportionment of Tax Attributes.

(a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the New Worthington Group and the members of the Worthington Steel Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

(b) On or before the first anniversary of the Distribution Date, New Worthington shall deliver to Worthington Steel its determination in writing of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the Worthington Steel Group under applicable Tax Law and this Agreement (the “Allocation”). All members of the New Worthington Group and Worthington Steel Group shall prepare all Tax Returns in accordance with the Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, New Worthington shall promptly notify Worthington Steel in writing of such adjustment. For the avoidance of doubt, New Worthington shall not be liable to any member of the Worthington Steel Group for any failure of any determination under this Section 3.6(b) to be accurate under applicable Tax Law; provided such determination was made in good faith.

(c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.6(a) of this Agreement, as agreed by the Parties.

ARTICLE IV.

TAX PAYMENTS

4.1 Taxes Shown on Tax Returns. New Worthington shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the New Worthington Group is responsible for preparing under Article III of this Agreement, and Worthington Steel shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the Worthington Steel Group is responsible for preparing under Article III of this Agreement. At least seven (7) Business Days prior to any Payment Date for any such Tax Return, Worthington Steel shall pay to New Worthington the amount Worthington Steel is responsible for under the provisions of Article II with respect to such Tax Return as reasonably calculated by New Worthington pursuant to this Agreement.

4.2 Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any Tax, the Party to which such Tax is allocated pursuant to this Agreement shall pay to the applicable Tax Authority when due any additional Tax required to be paid as a result of such adjustment.

4.3 Indemnification Payments.

(a) Except as provided in the last sentence of Section 4.1 of this Agreement, if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Except as otherwise provided in the following sentence, the Required Party shall also pay to the Payor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor. If and to the extent any Specified Separation Taxes are determined regarding the failure of the Intended Tax Treatment, the Party allocated responsibility for Tax-Related Losses associated with such Specified Separation Taxes under Section 2.1 of this Agreement shall pay such Tax-Related Losses to New Worthington (if such responsible Party is Worthington Steel) or Worthington Steel (if such responsible Party is New Worthington) within five (5) days after written demand therefor. Notwithstanding the foregoing, if New Worthington or Worthington Steel disputes in good faith the fact or the amount of its obligation hereunder, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved; provided, however, that any amount not paid by the due date otherwise provided in this Article IV shall bear interest from such due date computed at the Prime Rate plus one and one-half percent (1.5%) or the maximum rate permitted by Law, whichever is less.

(b) All indemnification payments under this Agreement shall be made by New Worthington directly to Worthington Steel and by Worthington Steel directly to New Worthington; provided, however, that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the New Worthington Group, on the one hand, may make such indemnification payment to any member of the Worthington Steel Group, on the other hand, and vice versa.

ARTICLE V.

TAX BENEFITS

5.1 Tax Refunds. New Worthington shall be entitled (subject to the limitations provided in Section 3.5 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which New Worthington is liable hereunder (determined without regard to Section 2.2(c)), and Worthington Steel shall be entitled (subject to the limitations provided in Section 3.5 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Worthington Steel is liable hereunder (determined without regard to Section 2.2(c)).

5.2 Other Tax Benefits.

(a) If a member of the Worthington Steel Group or New Worthington Group actually realizes any Tax Benefit, as a result of any liability, obligation, loss or payment (each, a “Loss”) for which a member of one Party’s Group is required to indemnify any member of the other Party’s Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation Agreement or any Ancillary Agreement), and such Tax Benefit would not have arisen but for such adjustment or Loss (determined on a “with and without” basis), the Party whose Group actually recognizes such Tax Benefit in the Tax Period of the applicable Loss shall make a payment to the other Party in an amount equal to the amount of such actually recognized Tax Benefit in cash promptly following determination of the amount of such Tax Benefit pursuant to Section 5.2(b), but in any event within forty (40) Business Days of actually recognizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 5.2(a) is subsequently disallowed by the applicable Tax Authority, the Party that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Party.

(b) No later than ten (10) Business Days after a Tax Benefit described in Section 5.2(a) is actually recognized by a member of the New Worthington Group or a member of the Worthington Steel Group in the Tax Period of the applicable Loss, New Worthington or Worthington Steel, as the case may be, shall provide the other Party with a written calculation of the amount payable to such other Party pursuant to Section 5.2(a). In the event that New Worthington or Worthington Steel, as the case may be, disagrees with any such calculation described in this Section 5.2(b), such Party shall so notify the other Party in writing within twenty (20) Business Days of receiving such written calculation. The Parties shall endeavor in good faith to resolve such disagreement.

ARTICLE VI.

INTENDED TAX TREATMENT

6.1 Restrictions on Members of the Worthington Steel Group.

(a) Worthington Steel will not, and will not permit any other member of the Worthington Steel Group to, take or fail to take, as applicable, (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials, (ii) any action where such action or failure to act could reasonably be expected to adversely affect the Intended Tax Treatment or (iii) any position on a Tax Return which could reasonably be expected to adversely affect any member of the New Worthington Group.

(b) Worthington Steel and each other member of the Worthington Steel Group agrees that, from the Distribution Date until the first Business Day after the two-year anniversary of the Distribution Date:

(i) Worthington Steel will continue and cause to be continued the Active Trade or Business of the Worthington Steel SAG;

(ii) Worthington Steel will not enter into any Proposed Acquisition Transaction or, to the extent Worthington Steel or any other member of the Worthington Steel Group has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (A) redeeming rights under a shareholder rights plan, (B) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the General Corporation Law of the State of Delaware or any similar corporate statute, any “fair price” or other provision of the charter or bylaws of Worthington Steel, (D) amending its certificate of incorporation to declassify its board of directors or approving any such amendment, or (E) otherwise);

(iii) Worthington Steel will not, nor will it agree to, merge, consolidate or amalgamate with any other Person, unless, in the case of a merger or consolidation, Worthington Steel is the survivor of the merger or consolidation;

(iv) Worthington Steel will not in a single transaction or series of transactions sell, transfer or otherwise dispose of (including any transaction treated for U.S. federal Income Tax purposes as a sale, transfer or disposition), or permit any other member of the Worthington Steel Group to sell, transfer or otherwise dispose of, 30% or more of the gross assets of the Active Trade or Business (such percentage to be measured based on fair market value as of the Distribution Date), in each case other than (A) sales, transfers or other dispositions of assets in the ordinary course of business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal Income Tax purposes, (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of Worthington Steel or any member of the Worthington Steel Group, or (E) any sales, transfers or other dispositions of assets within the Worthington Steel SAG;

(v) Worthington Steel will not redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock, of Worthington Steel, except (A) to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (B) to the extent reasonably necessary to pay the total tax liability arising from the vesting of a Worthington Steel Equity Award, or (C) through a net exercise of a Worthington Steel Equity Award;

(vi) Worthington Steel will not amend, or permit any other member of the Worthington Steel Group to amend, its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of Capital Stock of Worthington Steel (including, without limitation, through the conversation of one class of Capital Stock of Worthington Steel into another class of Capital Stock of Worthington Steel); and

(vii) Worthington Steel will not take, or permit any other member of the Worthington Steel Group to take, any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Materials) which in the aggregate (and taking into account any other transactions described in this subparagraph (b)) would reasonably be expected to result in a failure to preserve the Intended Tax Treatment;

unless prior to taking any such action set forth in the foregoing clauses (i) through (vii), (A) Worthington Steel shall have obtained a ruling from the IRS to the effect that a transaction will not affect the Intended Tax Treatment (a “Post-Distribution Ruling”), and New Worthington shall have received such a Post-Distribution Ruling in form and substance satisfactory to New Worthington in its reasonable discretion, which discretion shall be exercised in good faith solely to preserve the Intended Tax Treatment, (B) Worthington Steel shall have provided New Worthington with an Unqualified Tax Opinion in form and substance satisfactory to New Worthington in its reasonable discretion (and in determining whether an opinion is satisfactory, New Worthington may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion) or (C) New Worthington shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.

6.2 Restrictions on Members of the New Worthington Group. New Worthington will not, and will not permit any other member of the New Worthington Group to, take or fail to take, as applicable, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials. New Worthington agrees that it will not take or fail to take, or permit any member of the New Worthington Group, as the case may be, to take or fail to take, any action where such action or failure to act could reasonably be expected to adversely affect the Intended Tax Treatment.

6.3 Procedures Regarding Opinions and Post-Distribution Rulings.

(a) If Worthington Steel notifies New Worthington that it desires to take one of the actions described in Section 6.1(b) of this Agreement (a “Notified Action”), New Worthington shall cooperate with Worthington Steel and use its commercially reasonable efforts to seek to obtain a Post-Distribution Ruling or Unqualified Tax Opinion for the purpose of permitting Worthington Steel to take the Notified Action unless New Worthington shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. If such a Post-Distribution Ruling is to be sought, New Worthington shall apply for such Post-Distribution Ruling and New Worthington and Worthington Steel shall jointly control the process of obtaining such Post-Distribution Ruling. In no event shall New Worthington be required to file any request for a Post-Distribution Ruling under this Section 6.3(a) unless Worthington Steel represents that (i) it has read such request, and (ii) all information and representations, if any, relating to any member of the Worthington Steel Group, contained in such request documents are (subject to any qualifications therein) true, correct and complete. Worthington Steel shall reimburse New Worthington for all reasonable costs and expenses incurred by the New Worthington Group in connection with such cooperation within thirty (30) Business Days after receiving an invoice from New Worthington therefor.

(b) New Worthington shall have the right to obtain a Post-Distribution Ruling or tax opinion at any time in its sole and absolute discretion. If New Worthington determines to obtain a Post-Distribution Ruling or tax opinion, Worthington Steel shall (and shall cause its Affiliates to) cooperate with New Worthington and take any and all actions reasonably requested by New Worthington in connection with obtaining the Post-Distribution Ruling or tax opinion (including, without limitation, by making any reasonable representation or covenant or providing any materials or information requested by the IRS or any Tax Advisor). New Worthington shall reimburse Worthington Steel for all reasonable costs and expenses incurred by the Worthington Steel Group in connection with such cooperation within thirty (30) Business Days after receiving an invoice from Worthington Steel therefor.

(c) Following the Effective Time, Worthington Steel shall not, nor shall Worthington Steel permit any of its Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation (including the impact of any transaction on the Intended Tax Treatment) without obtaining New Worthington’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

6.4 Liability for Specified Separation Taxes and Tax-Related Losses.

(a) In the event that Specified Separation Taxes become due and payable to a Tax Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement:

(i) if such Specified Separation Taxes are attributable to a Worthington Steel Disqualifying Act, then Worthington Steel shall be responsible for such Specified Separation Taxes and corresponding Tax-Related Losses;

(ii) if such Specified Separation Taxes are attributable to a New Worthington Disqualifying Act, then New Worthington shall be responsible for such Specified Separation Taxes and corresponding Tax-Related Losses; and

(iii) if such Specified Separation Taxes are attributable to both a Worthington Steel Disqualifying Act and a New Worthington Disqualifying Act, or are not attributable to either a Worthington Steel Disqualifying Act or a New Worthington Disqualifying Act, then responsibility for such Specified Separation Taxes and corresponding Tax-Related Losses shall be shared fifty percent (50%) by Worthington Steel and fifty percent (50%) by New Worthington.

(b) Worthington Steel shall pay New Worthington the amount of any Specified Separation Taxes for which Worthington Steel is responsible under this Section 6.4 as a result of a Final Determination no later than ten (10) Business Days after the date such Specified Separation Taxes are determined as a result of a Final Determination to be due.

ARTICLE VII.

ASSISTANCE AND COOPERATION

7.1 Assistance and Cooperation.

(a) The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to any other Party and its Affiliates reasonably available to such other Party as provided in Article VIII of this Agreement. Each of the Parties shall also make available to any other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Worthington Steel and each other member of the Worthington Steel Group shall cooperate with New Worthington and take any and all actions reasonably requested by New Worthington in connection with the Tax Advice (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that neither Worthington Steel nor any other member of the Worthington Steel Group shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

(b) Any information or documents provided under this Agreement shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. In addition, in the event that New Worthington determines that the provision of any information or documents to Worthington Steel or any Worthington Steel Affiliate, or Worthington Steel determines that the provision of any information or documents to New Worthington or any New Worthington Affiliate, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use commercially reasonable efforts to permit each other’s compliance with its obligations under this Article VII in a manner that avoids any such harm or consequence.

7.2 Tax Return Information. Each of New Worthington and Worthington Steel, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made pursuant to Section 7.1 of this Agreement or this Section 7.2. Each of New Worthington and Worthington Steel, and each member of their respective Groups, acknowledges that failure to conform to the reasonable deadlines set by the Party making such request could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group reasonably required by the other Party to prepare Tax Returns, including any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

7.3 Reliance by New Worthington. If any member of the Worthington Steel Group supplies information to a member of the New Worthington Group in connection with a Tax liability and an officer of a member of the New Worthington Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the New Worthington Group identifying the information being so relied upon, the chief financial officer of Worthington Steel (or any officer of Worthington Steel as designated by the chief financial officer of Worthington Steel) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Worthington Steel agrees to indemnify and hold harmless each member of the New Worthington Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the Worthington Steel Group having supplied, pursuant to this Article VII, a member of the New Worthington Group with inaccurate or incomplete information in connection with a Tax liability.

7.4 Reliance by Worthington Steel. If any member of the New Worthington Group supplies information to a member of the Worthington Steel Group in connection with a Tax liability and an officer of a member of the Worthington Steel Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Worthington Steel Group identifying the information being so relied upon, the chief financial officer of New Worthington (or any officer of New Worthington as designated by the chief financial officer of New Worthington) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. New Worthington agrees to indemnify and hold harmless each member of the Worthington Steel Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the New Worthington Group having supplied, pursuant to this Article VII, a member of the Worthington Steel Group with inaccurate or incomplete information in connection with a Tax liability.

7.5 Other Separation Taxes. Worthington Steel shall (and shall cause its Affiliates to) reasonably cooperate with New Worthington to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by New Worthington to minimize any Other Separation Taxes.

ARTICLE VIII.

TAX RECORDS

8.1 Retention of Tax Records. Each of New Worthington and Worthington Steel shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and New Worthington shall preserve and keep all other Tax Records relating to Taxes of the New Worthington and Worthington Steel Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of New Worthington and Worthington Steel may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) New Worthington or Worthington Steel reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

8.2 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession pertaining to (i) in the case of any Tax Return of the New Worthington Group, the portion of such return that relates to Taxes for which the Worthington Steel Group may be liable pursuant to this Agreement or (ii) in the case of any Tax Return of the Worthington Steel Group, the portion of such return that relates to Taxes for which the New Worthington Group may be liable pursuant to this Agreement, and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access, at the cost and expense of the requesting Party, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

8.3 Preservation of Privilege. The Parties and their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

ARTICLE IX.

TAX CONTESTS

9.1 Notice. Each Party shall provide prompt notice to the other Party of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware (i) related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder, (ii) relating to a Worthington Steel Separate Return that could reasonably be expected to materially adversely affect any member of the New Worthington Group, or (iii) otherwise relating to the Intended Tax Treatment, the Distribution or the Separation (including the resolution of any Tax Contest relating thereto). Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (x) to the extent the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (y) to the extent the indemnifying Party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

9.2 Control of Tax Contests.

(a) New Worthington Control. Notwithstanding anything in this Agreement to the contrary, New Worthington shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) a New Worthington Separate Return, (iii) the Intended Tax Treatment, (iv) Specified Separation Taxes and (v) Other Separation Taxes. Subject to Section 9.2(c) and Section 9.2(d) of this Agreement, New Worthington shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest.

(b) Worthington Steel Control. Except as otherwise provided in this Section 9.2, Worthington Steel shall have the right to control any Tax Contest with respect to any Worthington Steel Separate Return. Subject to Section 9.2(c) and Section 9.2(d) of this Agreement, Worthington Steel shall have (i) reasonable discretion, after consultation with New Worthington, with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest relating to a Worthington Steel Separate Return that could reasonably be expected to materially adversely affect any member of the New Worthington Group, and (ii) absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any other such Tax Contest.

(c) Settlement Rights. The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided, that to the extent any such Tax Contest (i) could give rise to a claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, or (ii) is with respect to a Worthington Steel Separate Return that could reasonably be expected to materially adversely affect any member of the New Worthington Group, then the Controlling Party shall not settle any such Tax Contest without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed and, in the case of a Tax Contest relating to Specified Separation Taxes, must take into account the reasonable likelihood of success of such Tax Contest on its merits without regard to the ability of Worthington Steel to pay). Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (I) the Controlling Party shall keep the Non-Controlling Party reasonably informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (II) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (III) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (IV) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (V) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Article IX, “Controlling Party” means the Party entitled to control the Tax Contest under such Section and “Non-Controlling Party” means (x) New Worthington if Worthington Steel is the Controlling Party and (y) Worthington Steel if New Worthington is the Controlling Party.

(d) Tax Contest Participation. Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest (i) pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement or (ii) that is with respect to a Worthington Steel Separate Return that could reasonably be expected to materially adversely affect any member of the New Worthington Group. The failure of the Controlling Party to provide any notice specified in this Section 9.2(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Joint Returns. Notwithstanding anything in this Article IX to the contrary, in the case of a Tax Contest related to a Joint Return, the rights of Worthington Steel and its Affiliates under Section 9.2(c) and Section 9.2(d) of this Agreement shall be limited in scope to the portion of such Tax Contest relating to Taxes for which Worthington Steel may reasonably be expected to become liable to make any indemnification payment to New Worthington under this Agreement.

(f) Power of Attorney. Each member of the Worthington Steel Group shall execute and deliver to New Worthington (or such member of the New Worthington Group as New Worthington shall designate) any power of attorney or other similar document reasonably requested by New Worthington (or such designee) in connection with any Tax Contest (as to which New Worthington is the Controlling Party) described in this Article IX. Each member of the New Worthington Group shall execute and deliver to Worthington Steel (or such member of the Worthington Steel Group as Worthington Steel shall designate) any power of attorney or other similar document reasonably requested by Worthington Steel (or such designee) in connection with any Tax Contest (as to which Worthington Steel is the Controlling Party) described in this Article IX.

ARTICLE X.

SURVIVAL OF OBLIGATIONS

The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

ARTICLE XI.

TAX TREATMENT OF PAYMENTS

11.1 General Rule. Unless otherwise required by applicable Law, the Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by New Worthington to Worthington Steel, or vice versa, in the same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to the Distribution, except to the extent that New Worthington and Worthington Steel treat a payment as the settlement of an intercompany liability; provided, however, that any such payment that is made or received by a Person other than New Worthington or Worthington Steel, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for New Worthington or Worthington Steel, in each case as appropriate.

11.2 Interest. Anything herein or in the Separation Agreement to the contrary notwithstanding, to the extent one Party makes a payment of interest to the other Party under this Agreement with respect to the period from the date that the Party receiving the interest payment made a payment of Tax to a Tax Authority to the date that the Party making the interest payment reimbursed the Party receiving the interest payment for such Tax payment, the interest payment shall be treated as interest expense to the Party making such payment (deductible to the extent provided by Law) and as interest income by the Party receiving such payment (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Party making such payment or increase in Tax to the Party receiving such payment.

ARTICLE XII.

GROSS-UP OF INDEMNIFICATION PAYMENTS

Except to the extent provided in Article XI, any Tax indemnity payment made by a Party under this Agreement shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such indemnity payment, the recipient Party receives an amount equal to the sum it would have received had no such Taxes been imposed.

ARTICLE XIII.

MISCELLANEOUS

13.1 Counterparts; Entire Agreement; Corporate Power.

(b) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments, and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement or any other Ancillary Agreement, this Agreement shall control.

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

13.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance, and remedies.

13.3 Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign or otherwise transfer its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable.

13.4 Third Party Beneficiaries. Except for the provisions of Section 5.1(d) of the Separation Agreement as to directors and officers of the New Worthington Group and the Worthington Steel Group: (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of a Party) except the Parties hereto any rights or remedies hereunder; there are no third-party beneficiaries of this Agreement, and (b) neither this Agreement, the Separation Agreement, nor any other Ancillary Agreement shall provide any third Person (including, without limitation, any shareholders of the Parties) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

13.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 13.5). If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: Patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: Michaune.tillman@worthingtonindustries.com

Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

13.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

13.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, the Separation Agreement or any other Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, the Separation Agreement and the other Ancillary Agreements, as applicable, as soon as reasonably practicable.

13.8 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.9 Survival of Covenants. Except as expressly set forth in this Agreement, the Separation Agreement, or any other Ancillary Agreement, the covenants, representations and warranties contained in this Agreement, and liability for the breach of any obligations contained herein or therein, shall survive the Separation and shall remain in full force and effect in accordance with their terms.

13.10 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

13.11 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

13.12 Amendments.

No provisions of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement, including terms relating to the Separation and the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the Board of Directors of New Worthington without the approval of any Person, including Worthington Steel or New Worthington.

13.13 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement or the Separation Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

13.14 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any subsidiary or affiliate of such Party.

13.15 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

13.16 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE SEPARATION AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR

DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE INVESTIGATION OR DEFENSE THEREOF, PAID BY AN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM)

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


WORTHINGTON INDUSTRIES, INC.

By:		/s/ Joseph B. Hayek
Name:		Joseph B. Hayek
Title:		Vice President

WORTHINGTON STEEL, INC.

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President

[Signature Page to Tax Matters Agreement]

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF NOVEMBER 30, 2023

TABLE OF CONTENTS


		Page

ARTICLE I. DEFINITIONS AND INTERPRETATION			1

1.1	General		1
1.2	References; Interpretation		8

ARTICLE II. GENERAL PRINCIPLES			9

2.1	Nature of Liabilities		9
2.2	Transfers of Employees and Independent Contractors Generally		9
2.3	Assumption and Retention of Liabilities Generally		10
2.4	Participation in New Worthington Benefit Arrangements		11
2.5	Service Recognition		11
2.6	Information and Consultation		11
2.7	WARN		11

ARTICLE III. CERTAIN BENEFIT PLAN PROVISIONS			12

3.1	Welfare Plans		12
3.2	401(k) Plan		13
3.3	Deferred Compensation Plans		13
3.4	Chargeback of Certain Costs		15

ARTICLE IV. EQUITY INCENTIVE AWARDS			15

4.1	Treatment of New Worthington Options		15
4.2	Treatment of New Worthington Restricted Stock Awards		16
4.3	Treatment of New Worthington Performance Awards		17
4.4	Worthington Steel Stock Plan		20
4.5	General Terms		20

ARTICLE V. ADDITIONAL MATTERS			21

5.1	Cash Incentive Programs		21
5.2	Time-Off Benefits		21
5.3	Workers’ Compensation Liabilities		22
5.4	COBRA Compliance		22
5.5	Code Section 409A		23
5.6	Payroll Taxes and Reporting		23
5.7	Regulatory Filings		23
5.8	Disability		23
5.9	Certain Requirements		23

ARTICLE VI. GENERAL AND ADMINISTRATIVE			23

-i-


6.1	Employer Rights	23
6.2	Effect on Employment	24
6.3	Consent of Third Parties	24
6.4	Access to Employees	24
6.5	Beneficiary Designation/Release of Information/Right to Reimbursement	24
6.6	No Third Party Beneficiaries	24
6.7	No Duplication or Acceleration of Benefits	25
6.8	Employee Benefits Administration	25

ARTICLE VII. MISCELLANEOUS		25

7.1	Counterparts; Entire Agreement; Corporate Power	25
7.2	Governing Law	26
7.3	Assignability	26
7.4	Third-Party Beneficiaries	26
7.5	Notices	26
7.6	Severability	27
7.7	Force Majeure	27
7.8	Headings	27
7.9	Survival of Covenants	28
7.10	Waivers of Default	28
7.11	Dispute Resolution	28
7.12	Amendments	28
7.13	Construction	28
7.14	Performance	28
7.15	Limited Liability	29
7.16	Exclusivity of Tax Matters	29
7.17	Limitations of Liability	29

Exhibits

Exhibit A New Worthington Performance Awards - Calculation Methodology

-ii-

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 30, 2023, is entered into by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and wholly owned subsidiary of New Worthington (“Worthington Steel”). “Party” or “Parties” means New Worthington or Worthington Steel, individually or collectively, as the case may be. Capitalized terms used in this Agreement shall have the meanings set forth in Section 1.1.

RECITALS

WHEREAS, New Worthington, acting together with its Subsidiaries, currently conducts the New Worthington Business and the Worthington Steel Business;

WHEREAS, the Separation Agreement sets forth the terms and conditions applicable to the Distribution;

WHEREAS, pursuant to the Separation Agreement, New Worthington and Worthington Steel have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs between them and to address certain other employment-related matters.

ARTICLE I.

DEFINITIONS AND INTERPRETATION

1.1 General. As used in this Agreement, the following terms shall have the following meanings:

“Accrued Incentive Amount” shall mean the aggregate amount accrued by New Worthington in respect of Worthington Steel Employees under any New Worthington cash incentive compensation and sales commission plans and programs (including, without limitation, the New Worthington AIP) applicable to such Worthington Steel Employees and unpaid as of the date on which the employment or services of such Worthington Steel Employees are transferred to the Worthington Steel Group.

“Affiliate” shall have the meaning ascribed to it in the Separation Agreement.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreement” shall have the meaning ascribed to it in the Separation Agreement.

“Assets” shall have the meaning ascribed to it in the Separation Agreement.

“Benefit Arrangement” shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any Welfare Plan and any other benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, vacation, paid or unpaid leave, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, supplemental income, retiree benefit or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation plans, policies, programs and arrangements.

“Business Day” shall have the meaning ascribed to it in the Separation Agreement.

“COBRA” shall mean Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law.

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

“Compensation Committee” shall mean the Compensation Committee of the New Worthington Board.

“Delayed Transfer Date” shall mean the date on which it is determined by New Worthington that either (i) a Delayed Transfer Worthington Steel Employee or Delayed Transfer New Worthington Employee is permitted to transfer from the New Worthington Group to the Worthington Steel Group or from the Worthington Steel Group to the New Worthington Group, respectively, in accordance with applicable Law, or (ii) the necessary business operations are set up in the relevant jurisdiction to enable employment of the Worthington Steel Employee or New Worthington Employee by the Worthington Steel Group or New Worthington Group, as applicable.

“Delayed Transfer Worthington Steel Employee” shall mean any Worthington Steel Employee whose employment is determined by New Worthington to not be eligible to be transferred to a member of the Worthington Steel Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up Worthington Steel Business operations in a particular jurisdiction sufficient to employ such Worthington Steel Employee.

“Delayed Transfer New Worthington Employee” shall mean any New Worthington Employee whose employment is determined by New Worthington to not be eligible to be transferred from a member of the Worthington Steel Group to a member of the New Worthington Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up New Worthington Retained Business operations in a particular jurisdiction sufficient to employ such New Worthington Employee.

“Dispute” shall have the meaning ascribed to it in the Separation Agreement.

“Distribution” shall have the meaning ascribed to it in the Separation Agreement.

“Distribution Date” shall have the meaning ascribed to it in the Separation Agreement.

“Effective Time” shall have the meaning ascribed to it in the Separation Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Force Majeure” shall have the meaning ascribed to it in the Separation Agreement.

“Former New Worthington Employee” shall mean any individual who would have qualified as a New Worthington Employee, but for the fact that such individual’s employment or service with New Worthington or any of its Subsidiaries or Affiliates terminated for any reason prior to the Effective Time.

“Former Worthington Steel Service Provider” shall mean any individual who would have qualified as a Worthington Steel Employee or Worthington Steel Independent Contractor, but for the fact that such individual’s employment or service with New Worthington or any of its Subsidiaries or Affiliates terminated for any reason prior to the date on which such individual’s employment or service would otherwise have transferred to Worthington Steel pursuant to this Agreement and provided that such individual’s most recent employment or service had been performed in the Worthington Steel Business.

“HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

“Law” shall have the meaning ascribed to it in the Separation Agreement.

“Liabilities” shall have the meaning ascribed to it in the Separation Agreement.

“New Worthington” shall have the meaning set forth in the Preamble.

“New Worthington 401(k) Plan” shall mean the Worthington Industries, Inc. Deferred Profit Sharing Plan, as amended.

“New Worthington AIP” shall mean the Worthington Industries, Inc. Annual Incentive Plan for Executives, effective as of September 24, 2008.

“New Worthington Benefit Arrangement” shall mean any Benefit Arrangement, including a New Worthington Welfare Plan, sponsored, maintained or contributed to by any member of the New Worthington Group.

“New Worthington Board” shall mean the Board of Directors of New Worthington as set forth in the Recitals.

“New Worthington Cafeteria Plan” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by any member of the New Worthington Group.

“New Worthington Cash Incentive Programs” shall have the meaning set forth in Section 5.1.

“New Worthington Common Stock” shall mean the common shares of New Worthington, without par value.

“New Worthington DCP” shall mean the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, as amended.

“New Worthington Director DCP” shall mean the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended.

“New Worthington Employee” shall mean each employee of New Worthington or any of its Subsidiaries or Affiliates who does not qualify as a Worthington Steel Employee.

“New Worthington Employee Stock Purchase Plan” shall mean the Worthington Industries, Inc. Employee Stock Purchase Plan.

“New Worthington Group” shall have the meaning ascribed to it in the Separation Agreement.

“New Worthington Indemnitees” shall have the meaning ascribed to it in the Separation Agreement.

“New Worthington Non-Employee Director” shall mean each non-employee member of the New Worthington Board (which, for the avoidance of doubt, shall also include any non-employee member of the New Worthington Board who also serves as member of the board of directors of Worthington Steel).

“New Worthington Non-Retirement Eligible Holder” shall mean a New Worthington Employee who is not a New Worthington Retirement Eligible Holder.

“New Worthington Option” shall mean an option to purchase shares of New Worthington Common Stock granted pursuant to a New Worthington Stock Plan.

“New Worthington Performance Award” shall mean an award granted by New Worthington pursuant to a New Worthington Stock Plan that was denominated as a “Performance Share and Performance Cash Award” under the terms of such plan and the related award agreement, and that vests based on achievement of specified financial performance targets.

“New Worthington Post-Separation Stock Value” shall mean the closing price per share of New Worthington Common Stock trading regular way on the Distribution Date.

“New Worthington Pre-2005 DCP” shall mean the Worthington Industries, Inc. Amended and Restated Non-Qualified Deferred Compensation Plan, as amended.

“New Worthington Pre-Separation Stock Value” mean the closing price per share of New Worthington Common Stock trading “regular way with due bills” on the last trading day immediately preceding to the Distribution Date.

“New Worthington Ratio” shall mean the quotient obtained by dividing the New Worthington Pre-Separation Stock Value by the New Worthington Post-Separation Stock Value.

“New Worthington Restricted Stock Award” shall mean an award granted by New Worthington pursuant to a New Worthington Stock Plan that was denominated as “Restricted Stock” under the terms of such plan and the related award agreement, and vests solely based on the continued employment or service of the recipient.

“New Worthington Retained Business” shall have the meaning ascribed to “New Worthington Business” in the Separation Agreement.

“New Worthington Retained Liabilities” shall have the meaning ascribed to “New Worthington Liabilities” in the Separation Agreement.

“New Worthington Retirement Eligible Holder” shall mean a New Worthington Employee who, with respect to a given New Worthington Performance Award, has satisfied or would during the applicable performance period would satisfy, the eligibility conditions for retirement under New Worthington’s generally applicable retirement policies or practices, generally at least age 55 with at least 5 years of service and a combined age plus years of service of at least 65.

“New Worthington Stock Plans” shall mean, collectively, the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended, the Worthington Industries, Inc. 2010 Stock Option Plan, as amended, and the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors, as amended, as applicable.

“New Worthington Welfare Plan” shall mean any Welfare Plan sponsored and maintained by New Worthington or any member of the New Worthington Group.

“Party” and “Parties” shall have the meanings set forth in the Preamble.

“Person” shall have the meaning ascribed to it in the Separation Agreement.

“Plan Transition Date” shall mean the date, as applicable to each New Worthington Benefit Arrangement, that is either (i) the Distribution Date or (ii) such other date as may be agreed between the Parties, including pursuant to the Transition Services Agreement. For purposes of clarity, the Plan Transition Date may vary for each New Worthington Benefit Arrangement.

“Separation” shall have the meaning ascribed to it in the Separation Agreement.

“Separation Agreement” shall have the meaning set forth in the Recitals.

“Subsidiary” shall have the meaning ascribed to it in the Separation Agreement.

“Tax” shall have the meaning ascribed to it in the Separation Agreement.

“Tax Matters Agreement” shall have the meaning ascribed to it in the Separation Agreement.

“Transition Services Agreement” shall have the meaning ascribed to it in the Separation Agreement.

“Welfare Plan” shall mean, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA and in 29 C.F.R. §2510.3-1) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision and mental health and substance use disorder), disability benefits, or life, accidental death and disability, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement or adoption assistance programs or cashable credits.

“Worthington Steel” shall have the meaning set forth in the Preamble.

“Worthington Steel 401(k) Plan” shall mean the Worthington Steel, Inc. 401(k) Retirement Plan.

“Worthington Steel Benefit Arrangement” shall mean any Benefit Arrangement, including a Worthington Steel Welfare Plan, sponsored, maintained or contributed to exclusively by any member of the Worthington Steel Group.

“Worthington Steel Business” shall have the meaning ascribed to it in the Separation Agreement.

“Worthington Steel Cafeteria Plan” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by any member of the Worthington Steel Group.

“Worthington Steel Cash Incentive Programs” shall have the meaning set forth in Section 5.1.

“Worthington Steel Common Stock” shall mean the common shares of Worthington Steel.

“Worthington Steel DCP” shall mean the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan, effective as of December 1, 2023.

“Worthington Steel Director DCP” shall mean the Worthington Steel, Inc. Deferred Compensation Plan for Directors, effective as of December 1, 2023.

“Worthington Steel Employee” shall mean each individual who is employed by (i) Worthington Steel or any of its Subsidiaries or Affiliates (excluding the New Worthington Group) as of the Effective Time, and (ii) New Worthington or any of its Subsidiaries or Affiliates (excluding the Worthington Steel Group) as of the date on which New Worthington determines to transfer the employment of applicable individuals to Worthington Steel or any of its Subsidiaries or Affiliates and who New Worthington determines as of such date is either (A) exclusively or primarily engaged in the Worthington Steel Business or (B) necessary for the ongoing operation of the Worthington Steel Business following the Effective Time, in each case regardless of whether any such employee is actively at work or is not actively at work as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal Law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence.

“Worthington Steel Group” shall have the meaning ascribed to it in the Separation Agreement.

“Worthington Steel Indemnitees” shall have the meaning ascribed to it in the Separation Agreement.

“Worthington Steel Independent Contractor” shall mean each individual who is engaged as an independent contractor or on any other non-employee basis by New Worthington or any of its Subsidiaries or Affiliates as of the date on which New Worthington determines to transfer the contracts of service of applicable individuals to Worthington Steel and who New Worthington determines as of such date is either (i) exclusively or primarily engaged in the Worthington Steel Business or (ii) necessary for the ongoing operation of the Worthington Steel Business following the Effective Time. For the avoidance of doubt, “Worthington Steel Independent Contractor” shall not include any New Worthington Non-Employee Director.

“Worthington Steel Liabilities” shall have the meaning ascribed to it in the Separation Agreement.

“Worthington Steel Non-Employee Director” shall mean each non-employee member of the board of directors of Worthington Steel who is not a New Worthington Non-Employee Director immediately after the Effective Time.

“Worthington Steel Non-Retirement Eligible Holder” shall mean a Worthington Steel Employee or Worthington Steel Independent Contractor who is not a Worthington Steel Retirement Eligible Holder.

“Worthington Steel Option” shall have the meaning set forth in Section 4.1.

“Worthington Steel Performance Award” shall have the meaning set forth in Section 4.2.

“Worthington Steel Ratio” shall mean the quotient obtained by dividing the New Worthington Pre-Separation Stock Value by the Worthington Steel Stock Value.

“Worthington Steel Restricted Stock Award” shall have the meaning set forth in Section 4.2.

“Worthington Steel Retirement Eligible Holder” shall mean a Worthington Steel Employee or Worthington Steel Independent Contractor who, with respect to a given New Worthington Performance Award, has satisfied or would during the applicable performance period would satisfy, the eligibility conditions for retirement under New Worthington’s generally applicable retirement policies or practices generally at least age 55 with at least 5 years of service and a combined age plus years of service of at least 65.

“Worthington Steel Stock Plan” shall mean, collectively, the Worthington Steel, Inc. 2023 Long-Term Incentive Plan and the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors.

“Worthington Steel Stock Value” shall mean the closing price per share of Worthington Steel Common Stock trading regular way on the Distribution Date.

“Worthington Steel Welfare Plan” shall mean any Welfare Plan sponsored and maintained by Worthington Steel or any member of the Worthington Steel Group.

1.2 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “New Worthington” shall also be deemed to refer to the applicable member of the New Worthington Group, references to “Worthington Steel” shall also be deemed to refer to the applicable member of the Worthington Steel Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by New Worthington or Worthington Steel shall be deemed to require New Worthington or Worthington Steel, as the case may be, to cause the applicable members of the New Worthington Group or the Worthington Steel Group, respectively, to take, or refrain from taking, any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

ARTICLE II.

GENERAL PRINCIPLES

2.1 Nature of Liabilities. All Liabilities assumed or retained by a member of the New Worthington Group under this Agreement shall be New Worthington Retained Liabilities. All Liabilities assumed or retained by a member of the Worthington Steel Group under this Agreement shall be Worthington Steel Liabilities.

2.2 Transfers of Employees and Independent Contractors Generally.

(a) Immediately after the Effective Time, by virtue of this Agreement and without further action by any Person, (i) each New Worthington Employee shall continue to be employed or engaged at New Worthington or such other member of the New Worthington Group as employs or engages such New Worthington Employee as of immediately prior to the Effective Time, and (ii) each Worthington Steel Employee shall continue to be employed or engaged at Worthington Steel or such other member of the Worthington Steel Group as employs or engages such Worthington Steel Employee as of immediately prior to the Effective Time. The Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all New Worthington Employees are employed or engaged at a member of the New Worthington Group and all Worthington Steel Employees are employed or engaged at a member of the Worthington Steel Group, in each case, as of immediately prior to the Effective Time.

(b) The Parties acknowledge and agree that (i) neither the Distribution nor any other transaction contemplated by the Separation Agreement or this Agreement shall constitute or be deemed to constitute a “change in control” or similar corporate transaction impacting the vesting or payment of any amounts or benefits for purposes of any New Worthington Benefit Arrangement, or Worthington Steel Benefit Arrangement, and (ii) no New Worthington Employee or Worthington Steel Employee shall (A) terminate or be deemed to terminate employment or service solely by virtue of the consummation of the Distribution, any transfer of employment or other service relationship contemplated hereby, or any related transactions or events contemplated by the Separation Agreement or this Agreement, or (B) become entitled to any severance, termination, separation or similar rights, payments or benefits, whether under any Benefit Arrangement or otherwise, in connection with any of the foregoing.

(c) The New Worthington Group and Worthington Steel Group agree to execute, and to seek to have the applicable Worthington Steel Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

2.3 Assumption and Retention of Liabilities Generally.

(a) From and after the Effective Time, except to the extent such Liabilities become Liabilities of Worthington Steel pursuant to Section 2.3(b), New Worthington shall, or shall cause one or more members of the New Worthington Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all New Worthington Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all current and former New Worthington Employees and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the New Worthington Group under this Agreement.

(b) From and after the Effective Time, Worthington Steel shall, or shall cause one or more members of the Worthington Steel Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Worthington Steel Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Worthington Steel Employees, Former Worthington Steel Service Providers and Worthington Steel Independent Contractors and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Worthington Steel Group under this Agreement.

(c) The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates.

(d) Notwithstanding that a Delayed Transfer Worthington Steel Employee or Delayed Transfer New Worthington Employee shall not become employed by a member of the Worthington Steel Group or New Worthington Group, respectively, until the Delayed Transfer Date applicable to such employee, (i) Worthington Steel or New Worthington shall be responsible for, and shall timely reimburse the other for, all Liabilities incurred by New Worthington or Worthington Steel, respectively, with regard to each such Delayed Transfer Worthington Steel Employee or Delayed Transfer New Worthington Employee from the Effective Time to the Delayed Transfer Date applicable to such employee and (ii) the Parties shall use their reasonable efforts to effect the provisions of this Agreement with respect to the compensation and benefits of such Delayed Transfer Worthington Steel Employees and Delayed Transfer New Worthington Employees following the Delayed Transfer Date applicable to such employee, it being understood that it may not be possible to replicate the effect of such provisions under such circumstances.

(e) Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, Worthington Steel shall, or shall cause one or more members of the Worthington Steel Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill all Liabilities that have been accepted, assumed or retained under this Agreement irrespective of whether accruals for such Liabilities have been transferred to Worthington Steel or a member of the Worthington Steel Group or included on a combined balance sheet of the Worthington Steel Business or whether any such accruals are sufficient to cover such Liabilities.

2.4 Participation in New Worthington Benefit Arrangements. Except as provided in this Agreement or the Transition Services Agreement, effective no later than the Plan Transition Date, (i) Worthington Steel and each member of the Worthington Steel Group, to the extent applicable, shall cease to be a participating company in each New Worthington Benefit Arrangement, and (ii) each Worthington Steel Employee shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under each New Worthington Benefit Arrangement (except to the extent of previously accrued obligations that remain a Liability of any member of the New Worthington Group pursuant to this Agreement).

2.5 Service Recognition^.With respect to each individual who, as of the Effective Time, is a Worthington Steel Employee:

(a) From and after the Effective Time, or if earlier and as applicable, the Plan Transition Date, and in addition to any applicable obligations under applicable Law, Worthington Steel shall, and shall cause each member of the Worthington Steel Group to, give such Worthington Steel Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under each Worthington Steel Benefit Arrangement for such Worthington Steel Employee’s prior service with any member of the New Worthington Group or Worthington Steel Group or any predecessor thereto, to the same extent such service was recognized by the applicable New Worthington Benefit Arrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits.

(b) Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date: (i) Worthington Steel shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to such Worthington Steel Employee under each Worthington Steel Welfare Plan in which Worthington Steel Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous New Worthington Welfare Plan, and (ii) Worthington Steel shall provide or cause such Worthington Steel Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the Worthington Steel Employees become eligible to participate in the Worthington Steel Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.

2.6 Information and Consultation. The Parties shall comply with all requirements and obligations to inform, consult or otherwise notify any Worthington Steel Employees or New Worthington Employees in relation to the transactions contemplated by this Agreement and the Separation Agreement, whether required pursuant to any collective bargaining agreement or applicable Law.

2.7 WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state, or local Law regarding plant closings, mass layoffs, or other employment separations.

ARTICLE III.

CERTAIN BENEFIT PLAN PROVISIONS

3.1 Welfare Plans.

(a) (i) Effective as of the Plan Transition Date, the participation of each Worthington Steel Employee who is a participant in a New Worthington Welfare Plan shall automatically cease and (ii) New Worthington shall cause a member of the Worthington Steel Group (A) to have in effect, no later than the Plan Transition Date, Worthington Steel Welfare Plans providing health and welfare benefits for the benefit of each Worthington Steel Employee with terms that are substantially similar to those provided by the applicable New Worthington Welfare Plan to the applicable Worthington Steel Employee immediately prior to the date on which such Worthington Steel Welfare Plans become effective; and (B) effective on and after the date of cessation described in subsection (i) above, to fully perform, pay and discharge all claims of Worthington Steel Employees or Former Worthington Steel Service Providers, including but not limited to any claims incurred under any New Worthington Welfare Plan on or prior to the date on which such Worthington Steel Welfare Plans become effective, that remain unpaid as of the date on which such Worthington Steel Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date.

(b) Notwithstanding anything to the contrary in this Section 3.1, to the extent any Worthington Steel Employee is, as of the Plan Transition Date, receiving payments as part of any short-term disability program that is part of any New Worthington Welfare Plan, such Worthington Steel Employee’s rights to continued short-term disability benefits (i) will end under the New Worthington Welfare Plan as of the Plan Transition Date; and (ii) all remaining rights will be recognized under the comparable Worthington Steel Welfare Plan as of the Plan Transition Date, and the remainder (if any) of such Worthington Steel Employee’s short-term disability benefits will be paid by the Worthington Steel Welfare Plan. To the extent such Worthington Steel Employee who is on short-term disability as of the Plan Transition Date under the New Worthington Welfare Plan and who subsequently qualifies for long-term disability benefits, such Worthington Steel Employee shall receive long-term disability benefits from the New Worthington Welfare Plan instead of from the Worthington Steel Welfare Plan; provided, however, that all other welfare benefits for such disabled Worthington Steel Employee shall be provided by the Worthington Steel Welfare Plan.

(c) As soon as practicable following the Distribution Date and if and to the extent not effected prior to the Distribution Date, New Worthington (acting directly or through any other member of the New Worthington Group) shall, in accordance with Revenue Ruling 2002-32, cause the portion of the New Worthington Cafeteria Plan applicable to the Worthington Steel Employees to be segregated into a separate component and the account balances in such component to be transferred to the Worthington Steel Cafeteria Plan, which will include any health flexible spending account and dependent care plan. The Worthington Steel Cafeteria Plan shall reimburse New Worthington or the New Worthington Cafeteria Plan to the extent amounts were paid by the New Worthington Cafeteria Plan and not collected from the applicable Worthington Steel Employee and such amounts are subsequently collected by the Worthington Steel Cafeteria Plan with respect to such Worthington Steel Employee.

3.2 401(k) Plan.

(a) (i) Effective as of the Plan Transition Date, New Worthington and Worthington Steel shall cause Worthington Steel to have in effect the Worthington Steel 401(k) Plan, and related trust that satisfy the requirements of Sections 401(a), 401(k) and 501(a) of the Code, with terms that are substantially similar to those provided by the New Worthington 401(k) Plan immediately prior to the date on which such Worthington Steel 401(k) Plan becomes effective (other than the ability to make additional investments in an investment fund invested primarily in New Worthington Common Stock), (ii) each Worthington Steel Employee who is a participant in the New Worthington 401(k) Plan shall automatically cease to be eligible to make or receive additional contributions under the New Worthington 401(k) Plan with respect to compensation earned on or after the date on which the Worthington Steel 401(k) Plan becomes effective, (iii) as soon as administratively practicable after the Worthington Steel 401(k) Plan becomes effective, New Worthington shall cause the accounts (including any outstanding participant loan balances) in the New Worthington 401(k) Plan attributable to Worthington Steel Employees and all of the Assets in the New Worthington 401(k) Plan related thereto to be transferred in-kind to the Worthington Steel 401(k) Plan, and (iv) effective as of the date that the Worthington Steel 401(k) Plan becomes effective, a member of the Worthington Steel Group, shall be the plan sponsor of the Worthington Steel 401(k) Plan, and such plan sponsor shall thereafter fully pay, perform and discharge, all obligations thereunder.

(b) The respective investment committees and other fiduciaries of the Worthington Steel 401(k) Plan and the New Worthington 401(k) Plan, shall determine (i) the period of time, if any, following the Effective Time, if, and to the extent, investments under such plans may be comprised of Worthington Steel Common Stock or New Worthington Common Stock, and (ii) the extent to which and when New Worthington Common Stock (in the case of the Worthington Steel 401(k) Plan) and Worthington Steel Common Stock (in the case of the New Worthington 401(k) Plan) shall cease to be investment alternatives of the respective plans.

(c) New Worthington shall retain all accounts and all Assets and Liabilities relating to the New Worthington 401(k) Plan in respect of each Former Worthington Steel Service Provider; provided that if any Worthington Steel Employee whose account balance is transferred from the New Worthington 401(k) Plan to the Worthington Steel 401(k) Plan, as set forth in Section 3.2(a) thereafter terminates employment after the Plan Transition Date but before the Effective Time, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the Worthington Steel 401(k) Plan.

3.3 Deferred Compensation Plans.

(a) (i) Effective as of the Plan Transition Date, New Worthington and Worthington Steel shall cause Worthington Steel to have in effect the Worthington Steel DCP, a non-qualified deferred compensation plan for the benefit of each Worthington Steel Employee that is eligible to participate in the New Worthington DCP immediately prior to the Plan Transition Date, with terms that are substantially similar to those provided to the applicable Worthington Steel Employee under the New Worthington DCP immediately prior to the date on which the Worthington Steel DCP becomes effective, (ii) the participation of each Worthington Steel Employee who is a participant in the New Worthington DCP shall cease effective upon the date

on which the Worthington Steel DCP becomes effective, and (iii) each such Worthington Steel Employee shall become a participant in the Worthington Steel DCP, and, with respect to such Worthington Steel Employee, all deferral and payment elections made under the New Worthington DCP shall be applied under the Worthington Steel DCP as if made under the Worthington Steel DCP, and all contributions that otherwise would have been credited under the New Worthington DCP on or after the Plan Transition Date shall instead be credited to the Worthington Steel DCP.

(b) Effective as of the Plan Transition Date (i) the account balances of each Worthington Steel Employee under the New Worthington DCP shall be transferred to the Worthington Steel DCP and Worthington Steel shall cause Worthington Steel to fully perform, pay and discharge all obligations of the New Worthington DCP relating to such account balances, (ii) any such account balances that are payable in shares of New Worthington Common Stock shall be payable in shares of Worthington Steel Common Stock in accordance with the terms applicable to such account balances, (iii) any such account balances that were credited with earnings based on a rate of return relating to notional shares of New Worthington Common Stock shall instead be credited with earnings based on a rate of return relating to notional shares of Worthington Steel Common Stock, and (iv) any notional shares of New Worthington Common Stock and any shares of New Worthington Common Stock in a deferred share account shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of New Worthington Common Stock were New Worthington Restricted Stock Awards and such accounts shall thereafter relate to shares or notional shares of Worthington Steel Common Stock.

(c) New Worthington shall retain (i) all Assets, if any, relating to the New Worthington DCP in respect of New Worthington Employees, and (ii) all Liabilities in respect of each New Worthington Employee in respect of the New Worthington DCP, and any notional shares of New Worthington Common Stock and any shares of New Worthington Common Stock in a deferred share account under the New Worthington DCP shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of New Worthington Common Stock were New Worthington Restricted Stock Awards. New Worthington shall retain no Liability or Asset relating to the New Worthington DCP in respect of Worthington Steel Employees and Former Worthington Steel Service Providers that are assigned to Worthington Steel pursuant to Section 3.3(b).

(d) Effective as of the Effective Time or such earlier date agreed to by the Parties, Worthington Steel shall have in effect the Worthington Steel Director DCP with terms that are substantially similar to those provided under the New Worthington Director DCP. The New Worthington Director DCP shall continue in effect after the Distribution Date in accordance with its terms, with payments made to current and former members of the New Worthington Board pursuant to their applicable deferral elections. For purposes of clarity, with respect to any member of the New Worthington Board who ceases to serve as a member of the New Worthington Board at the Effective Time but who serves as a member of the board of directors of Worthington Steel at the Effective Time (i) the participation of each such member of the New Worthington Board who is a participant in the New Worthington Director DCP shall cease effective upon the date on which the Worthington Steel Director DCP becomes effective, (ii) each such member of the New Worthington Board shall become a participant in the Worthington Steel Director DCP, and, with respect to such member of the New Worthington Board, all deferral and payment elections made under the New Worthington Director DCP shall be applied under the Worthington Steel Director DCP as if made under the Worthington Steel DCP, and all contributions that otherwise would have been credited under the New Worthington Director DCP on or after the Plan Transition Date shall instead be credited to the Worthington Steel Director DCP and (iii) the account balances of each such member of the New Worthington Board shall be transferred to the Worthington Steel Director DCP in a manner consistent with Section 3.3(b) and (c).

(e) After the Effective Time, New Worthington shall pay any benefit accrued for a Worthington Steel Employee under the New Worthington Pre-2005 DCP in accordance with the terms and conditions of the New Worthington Pre-2005 DCP.

3.4 Chargeback of Certain Costs. Nothing contained in this Agreement shall limit New Worthington’s ability to charge back any Liabilities that it incurs in respect of any New Worthington Benefit Arrangement to any of its operating companies in the ordinary course of business consistent with its past practices.

ARTICLE IV.

EQUITY INCENTIVE AWARDS

4.1 Treatment of New Worthington Options.

(a) New Worthington Options Held by New Worthington Employees and Former New Worthington Employees. Each New Worthington Option that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Employee or Former New Worthington Employee shall be adjusted, as of the Effective Time into a post-Distribution New Worthington Option pursuant to the following adjustment provisions (and shall otherwise be subject to the same terms and conditions after the Effective Time as applied to such New Worthington Option immediately prior to the Effective Time):

(i) Shares Subject to the Post-Distribution New Worthington Option. The number of shares of New Worthington Common Stock subject to the post-Distribution New Worthington Option shall be equal to the product obtained by multiplying (x) the number of shares of New Worthington Common Stock subject to the New Worthington Option immediately prior to the Effective Time, times (y) the New Worthington Ratio, and rounding down to the nearest whole share.

(ii) Exercise Price of Post-Distribution New Worthington Option. The per share exercise price of the post-Distribution New Worthington Option shall be equal to the quotient obtained by dividing (x) the per share exercise price of the New Worthington Option immediately prior to the Effective Time, by (y) the New Worthington Ratio, and rounding such quotient up to the nearest whole cent.

(b) New Worthington Options Held by Worthington Steel Employees Worthington Steel Independent Contractors and Former Worthington Steel Service Providers. Each New Worthington Option that is outstanding as of to the Effective Time that is held by a Worthington Steel Employee, Worthington Steel Independent Contractor or Former Worthington Steel Service Provider shall be adjusted, as of immediately prior to the Effective Time into a Worthington Steel Option pursuant to the following adjustment provisions (and shall otherwise be subject to the same terms and conditions after the Effective Time as applied to such New Worthington Option immediately prior to the Effective Time):

(i) Shares Subject to New Worthington Steel Option. The number of shares of Worthington Steel Common Stock subject to the Worthington Steel Option shall be equal to the product obtained by multiplying (x) the number of shares of New Worthington Common Stock subject to the New Worthington Option immediately prior to the Effective Time, times (y) the Worthington Steel Ratio, and rounding down to the nearest whole share.

(ii) Exercise Price of New Worthington Steel Option. The per share exercise price of the Worthington Steel Option shall be equal to the quotient obtained by dividing (x) the per share exercise price of the New Worthington Option immediately prior to the Effective Time, by (y) the Worthington Steel Ratio, and rounding such quotient up to the nearest whole cent.

(c) The adjustments to the New Worthington Options contemplated by this Agreement, including without limitation, adjustments to the exercise price of New Worthington Options, to the number of shares subject to New Worthington Options and conversions into Worthington Steel Options and post-Distribution New Worthington Options, are all intended to comply in all respects with the requirements of Sections 409A and 424 of the Code, in each case, to the extent applicable, and all such provisions shall be interpreted and implemented in accordance with the foregoing.

4.2 Treatment of New Worthington Restricted Stock Awards. Subject to Section 4.5:

(a) New Worthington Restricted Stock Awards held by New Worthington Employees and New Worthington Non-Employee Directors. Each New Worthington Restricted Stock Award that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Employee or a New Worthington Non-Employee Director shall be adjusted, as of the Effective Time, into a New Worthington Restricted Stock Award that (i) covers a number of post-Distribution shares of New Worthington Common Stock determined by multiplying (A) the number of shares of New Worthington Common Stock covered by the New Worthington Restricted Stock Award immediately prior to the Effective Time by (B) the New Worthington Ratio (rounding such product down to the nearest whole share), and (ii) is subject to the same terms and conditions after the Effective Time as applied immediately prior to the Effective Time.

(b) New Worthington Restricted Stock Awards held by Worthington Steel Employees, Worthington Steel Non-Employee Directors and Worthington Steel Independent Contractors. Each New Worthington Restricted Stock Award that is outstanding as of immediately prior to the Effective Time that is held by a Worthington Steel Employee, a Worthington Steel Non-Employee Director or a Worthington Steel Independent Contractor shall be adjusted, as of the Effective Time, into a Worthington Steel Restricted Stock Award that (i) covers a number of shares of Worthington Steel Common Stock equal to the product obtained by multiplying (A) the number of shares of New Worthington Common Stock covered by the New Worthington Restricted Stock Award immediately prior to the Effective Time by (B) the Worthington Steel Ratio (rounding such product down to the nearest whole share), and (ii) is otherwise subject to the same terms and conditions after the Effective Time as applied to such New Worthington Restricted Stock Award immediately prior to the Effective Time.

4.3 Treatment of New Worthington Performance Awards. Subject to Section 4.5:

(a) New Worthington Performance Awards Held by New Worthington Employees.

(i) New Worthington Non-Retirement Eligible Holders – FY2024 and FY2025 Plans. Each New Worthington Performance Award with a performance period ending on May 31, 2024 or May 31, 2025 that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Non-Retirement Eligible Holder shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of post-Distribution shares of New Worthington Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, by (y) the New Worthington Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to the portion of the cash award covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, (B) shall continue to be subject to vesting based on such New Worthington Employee’s continued employment with the New Worthington Group following the Distribution Date in accordance with the terms and conditions applicable to such New Worthington Performance Award as in effect immediately prior to the Distribution Date had the applicable performance period continued in effect, and (C) shall otherwise be subject to the same terms and conditions (including with respect to the payment or settlement of such New Worthington Performance Award) after the Effective Time as applied to the applicable New Worthington Performance Award immediately prior to the Effective Time.

(ii) New Worthington Retirement Eligible Holders – FY2024 and FY2025 Plans. Each New Worthington Performance Award with a performance period ending on May 31, 2024 or May 31, 2025 that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Retirement Eligible Holder shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of post-Distribution shares of New Worthington Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, by (y) the New Worthington Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to the portion of the cash award covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, (B) shall vest immediately

prior to the Effective Time with respect to such shares or cash determined in accordance with clause (i) and (ii) above, and shall be paid or settled, in each case, by New Worthington, no later than March 15 of the year following the year in which such vesting date occurs, and (C) shall otherwise be subject to the same terms and conditions after the Effective Time as applied to the applicable New Worthington Performance Award immediately prior to the Effective Time.

(iii) FY2026 Plan. Each New Worthington Performance Award with a performance period ending on May 31, 2026 that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Employee shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of post-Distribution shares of New Worthington Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time, by (y) the New Worthington Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to cash award covered by the New Worthington Performance Award immediately prior to the Effective Time, and (B) shall be subject to the same terms and conditions after the Effective Time as applied to such New Worthington Performance Award immediately prior to the Effective Time, subject to such adjustment to the applicable performance goals and/or performance calculation methodology as may be determined by the Compensation Committee of the New Worthington Board in its discretion to reflect the transactions contemplated by the Separation Agreement.

(b) New Worthington Performance Share Awards held by Worthington Steel Employees and Worthington Steel Independent Contractors.

(i) Worthington Steel Non-Retirement Eligible Holders – FY2024 and FY2025 Plans. Each New Worthington Performance Award with a performance period ending on May 31, 2024 or May 31, 2025 that is outstanding as of immediately prior to the Effective Time that is held by a Worthington Steel Non-Retirement Eligible Holder shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of shares of Worthington Steel Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, by (y) the Worthington Steel Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to the portion of the cash award covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, (B) shall continue to be subject to vesting based on such Worthington Steel Employee’s or Worthington Steel Independent Contractor’s continued employment or service with the Worthington Steel Group following the Distribution Date in accordance with the terms and conditions

applicable to such New Worthington Performance Award as in effect immediately prior to the Distribution Date had the applicable performance period continued in effect, and (C) shall otherwise be subject to the same terms and conditions (including with respect to the payment or settlement of such New Worthington Performance Award) after the Effective Time as applied to the applicable New Worthington Performance Award immediately prior to the Effective Time, as may be modified by New Worthington or Worthington Steel in order to reflect the transactions contemplated by the Separation Agreement.

(ii) Worthington Steel Retirement Eligible Holders – FY2024 and FY2025 Plans. Each New Worthington Performance Award with a performance period ending on May 31, 2024 or May 31, 2025 that is outstanding as of immediately prior to the Effective Time that is held by a Worthington Steel Retirement Eligible Holder shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of post-Distribution shares of Worthington Steel Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, by (y) the Worthington Steel Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to the portion of the cash award covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, (B) shall vest immediately prior to the Effective Time with respect to such shares or cash determined in accordance with clause (i) and (ii) above, and shall be paid or settled, in each case, by Worthington Steel no later than March 15 of the year following the year in which such vesting date occurs, and (C) shall otherwise be subject to the same terms and conditions after the Effective Time as applied to the applicable New Worthington Performance Award immediately prior to the Effective Time, as may be modified by New Worthington or Worthington Steel in order to reflect the transactions contemplated by the Separation Agreement.

(iii) FY2026 Plan. Each New Worthington Performance Award with a performance period ending on May 31, 2026 that is outstanding as of immediately prior to the Effective Time that is held by a Worthington Steel Employee shall be adjusted, as of the Effective Time, into a Worthington Steel performance share and performance cash award (a “Worthington Steel Performance Award”) that (A) covers (i) a number of shares of Worthington Steel Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time by (y) the Worthington Steel Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to cash award covered by the New Worthington Performance Award immediately prior to the Effective Time, and (B) shall be subject to the same terms and conditions after the

Effective Time as applied to such New Worthington Performance Award immediately prior to the Effective Time, as may be modified by New Worthington or Worthington Steel in order to reflect the transactions contemplated by the Separation Agreement (including with respect to the applicable performance goals and/or performance calculation methodology).

4.4 Worthington Steel Stock Plan. Effective as of the Effective Time, Worthington Steel shall adopt the Worthington Steel Stock Plan, which shall permit the grant and issuance of equity incentive awards denominated in Worthington Steel Common Stock as described in this Article IV.

4.5 General Terms.

(a) All of the adjustments described in this Article IV shall be effected in accordance with Sections 424 and 409A of the Code, in each case to the extent applicable.

(b) Without limiting the generality of the foregoing, with respect to awards held by Worthington Steel Employees, Worthington Steel Non-Employee Directors and Worthington Steel Independent Contractors, effective as of the Effective Time, references to employment or service, or termination of employment or service, in the applicable plan and/or award agreement shall be deemed to refer to employment or service, or termination of employment or service, with the Worthington Steel Group following the Distribution.

^(c)The Parties shall use their reasonable best efforts to file the appropriate registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the shares of Worthington Steel Common Stock authorized for issuance under the Worthington Steel Stock Plan, as required pursuant to the Securities Act, at or promptly following the Effective Time and in any event before the date of issuance of any Worthington Steel Common Stock pursuant to the Worthington Steel Stock Plan. New Worthington agrees that, following the Distribution Date, it shall use reasonable best efforts to continue to maintain an effective registration statement with respect to, and to cause to be registered pursuant to the Securities Act, the shares of New Worthington Common Stock authorized for issuance pursuant to the applicable awards described in this Article IV, as required by the Securities Act and any applicable rules or regulations thereunder.

(d) Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner exercises of New Worthington Options and Worthington Steel Options and the settlement of other equity awards described in this Article IV. The Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment status and information required for tax withholding/remittance and reporting, compliance with trading windows and compliance with the requirements of the Exchange Act and other applicable Laws.

(e) The Parties hereby acknowledge that the provisions of this Article IV are intended to achieve certain Tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

ARTICLE V.

ADDITIONAL MATTERS

5.1 Cash Incentive Programs. Prior to or as soon as reasonably practicable following the Distribution Date, Worthington Steel shall, or shall cause another member of the Worthington Steel Group to, adopt, for the benefit of eligible Worthington Steel Employees, programs providing cash incentives, commissions, annual performance bonuses, or similar cash payments for the calendar year in which the Distribution Date occurs (the “Worthington Steel Cash Incentive Programs”) that are substantially similar to the applicable programs maintained by New Worthington for the benefit of such individuals prior to the Distribution Date (the “New Worthington Cash Incentive Programs”), provided that the applicable performance criteria may be adjusted in the discretion of the board of directors of Worthington Steel or the compensation committee thereof to reflect the transactions contemplated by the Separation Agreement. Following the Effective Time, Worthington Steel shall assume or retain, as applicable, responsibility for any and all payments, obligations and other Liabilities relating to (a) any amounts that any Worthington Steel Employee or any Former Worthington Steel Service Provider has either earned (if not payable by its terms prior to the Distribution Date) or has become eligible to earn, in either case, as of the Effective Time, under the New Worthington Cash Incentive Programs, and (b) any amounts that any Worthington Steel Employee or any Former Worthington Steel Service Provider has earned or is eligible to earn under any Worthington Steel Benefit Arrangement(s) providing cash incentive compensation, commissions, annual performance bonus, or similar cash payments (including the Worthington Steel Cash Incentive Programs), and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due. Following the Effective Time, the Worthington Steel Group shall be solely responsible for, and no member of the New Worthington Group shall have any obligation or Liability with respect to, any and all such amounts.

5.2 Time-Off Benefits. Unless otherwise required by applicable Law, Worthington Steel shall (i) credit each Worthington Steel Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such Worthington Steel Employee had with the New Worthington Group immediately before the date on which the employment of the Worthington Steel Employee transfers to Worthington Steel or any member of the Worthington Steel Group and (ii) permit each such Worthington Steel Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the Worthington Steel Employee would have been so permitted under the terms and conditions of the applicable New Worthington policies in effect for the year in which such transfer of employment occurs, up to and including full exhaustion of such transferred unused vacation time, paid-time off and other time-off benefits (if such full exhaustion would be permitted under the applicable New Worthington policies in effect for that year in which the transfer of employment occurs).

5.3 Workers’ Compensation Liabilities. Effective no later than the Effective Time, Worthington Steel shall, or shall cause a member of the Worthington Steel Group to, assume all Liabilities for Worthington Steel Employees, Worthington Steel Independent Contractors and Former Worthington Steel Service Providers related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, whenever incurred (including claims incurred prior to the Effective Time but not reported until after the Effective Time), and Worthington Steel, or, as applicable, a member of the Worthington Steel Group, shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities. Notwithstanding the foregoing, if Worthington Steel, or a member of the Worthington Steel Group, is unable to assume any such Liability or the administration, management or payment of any such claim solely because of the operation of applicable Law or due to such other circumstances as may be determined by New Worthington, New Worthington shall retain such Liabilities and Worthington Steel shall, or shall cause a member of the Worthington Steel Group to, reimburse and otherwise fully indemnify New Worthington for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

5.4 COBRA Compliance^.

(a) Effective as of the Plan Transition Date, Worthington Steel (acting directly or through any other member of the Worthington Steel Group) and the Worthington Steel Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Worthington Steel Employees and Former Worthington Steel Service Providers (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event at any time prior to, upon or after the Plan Transition Date. Effective as of the Plan Transition Date, New Worthington (acting directly or through any other member of the New Worthington Group) and the New Worthington Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all New Worthington Employees and Former New Worthington Employees (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event at any time prior to, upon or after the Plan Transition Date. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other ancillary agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Worthington Steel Employees or Former Worthington Steel Service Providers (or any dependent or beneficiary thereof).

(b) Effective as of the Plan Transition Date, Worthington Steel (acting directly or through any other member of the Worthington Steel Group) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Worthington Steel Welfare Plans with respect to Worthington Steel Employees and Former Worthington Steel Service Providers. New Worthington (acting directly or through any other member of the New Worthington Group) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the New Worthington Welfare Plans with respect to New Worthington Employees and Former New Worthington Employees.

5.5 Code Section 409A. Notwithstanding anything in this Agreement or the Tax Matters Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.

5.6 Payroll Taxes and Reporting. Notwithstanding anything in the Tax Matters Agreement to the contrary, with respect to Worthington Steel Employees, the Parties shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 (“Rev. Proc. 2004-53”). Each Party shall be responsible for filing IRS Forms 941 for its respective employees.

5.7 Regulatory Filings. Subject to applicable Law and notwithstanding anything in the Tax Matters Agreement to the contrary, New Worthington shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which New Worthington shall provide data and information (to the extent permitted by applicable Laws) to Worthington Steel, which shall be responsible for making, or causing a member of the Worthington Steel Group to make, such filings in respect of Worthington Steel Employees.

5.8 Disability. For any Former Worthington Steel Service Provider who is, as of the Effective Time, receiving payments as part of any long-term disability program that is part of a New Worthington Welfare Plan, and has been receiving payments from such plan for twelve (12) months or fewer before the Effective Time, to the extent such Former Worthington Steel Service Provider may have any “return to work” rights under the terms of such New Worthington Welfare Plan, such Former Worthington Steel Service Provider’s eligibility for re-employment shall be with Worthington Steel or a member of the Worthington Steel Group, subject to availability of a suitable position (with such availability to be determined in the sole discretion by Worthington Steel or the applicable member of the Worthington Steel Group). For purposes of clarity, no Former Worthington Steel Service Provider described in this subsection will have return-to-work rights after the first anniversary of the Effective Time.

5.9 Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if the terms of applicable Law require that any assets or Liabilities be retained by the New Worthington Group or transferred to or assumed by the Worthington Steel Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such applicable Law and shall not be made as otherwise set forth in this Agreement.

ARTICLE VI.

GENERAL AND ADMINISTRATIVE

6.1 Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement or to prohibit New Worthington, Worthington Steel, or any member of the New Worthington Group or Worthington Steel Group, as the case may be, from amending, modifying or terminating any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement at any time within its sole discretion.

6.2 Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of New Worthington, the New Worthington Group, Worthington Steel or the Worthington Steel Group any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.

6.3 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

6.4 Access to Employees. On and after the Effective Time, New Worthington and Worthington Steel shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between New Worthington and Worthington Steel) to which any employee or director of the New Worthington Group or the Worthington Steel Group or any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement is a party and which relates to a New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement. The Party to whom an employee is made available in accordance with this Section 6.4 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

6.5 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to Worthington Steel Employees under New Worthington Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding Worthington Steel Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant Worthington Steel Employee.

6.6 No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any Worthington Steel Employee or other current or former employee, officer, director or contractor of the New Worthington Group or Worthington Steel Group, other than the Parties and their respective successors and assigns.

6.7 No Duplication or Acceleration of Benefits. Notwithstanding anything to the contrary in this Agreement, no participant in any Worthington Steel Benefit Arrangement or any other benefit plans or arrangements shall receive benefits that duplicate benefits provided to such individual by a corresponding New Worthington Benefit Arrangement, and no participant in any New Worthington Benefit Arrangement or any other benefit plans or arrangements of a member of the New Worthington Group shall receive benefits that duplicate benefits provided to such individual by a corresponding Worthington Steel Benefit Arrangement. Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any Worthington Steel Employee or other former, current or future employee of the New Worthington Group or Worthington Steel Group under any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement.

6.8 Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to Worthington Steel Employees, Former Worthington Steel Service Providers and New Worthington Employees and service providers of New Worthington, as applicable, including with respect to the provision of employee level information necessary for the other Party to manage, administer, finance and file required reports with respect to such administration.

ARTICLE VII.

MISCELLANEOUS

7.1 Counterparts; Entire Agreement; Corporate Power.

(b) This Agreement, the Separation Agreement, and the exhibits, annexes and schedules hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein.

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement to which it is a party and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been or will be duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

7.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance and remedies.

7.3 Assignability. Except as set forth in this Agreement or the Separation Agreement, this Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or party thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

7.4 Third-Party Beneficiaries. Except for the release and indemnification rights under this Agreement of any New Worthington Indemnitee or Worthington Steel Indemnitee in their respective capacities as such, and the provisions of Section 5.1(d) of the Separation Agreement as to directors and officers of New Worthington Group and Worthington Steel Group: (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) except the Parties hereto any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement and neither this Agreement, the Separation Agreement nor any Ancillary Agreement shall provide any third Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

7.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.5):

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

7.6 Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

7.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, the Separation Agreement or any other Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, the Separation Agreement and the other Ancillary Agreements, as applicable, as soon as reasonably practicable.

7.8 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

7.9 Survival of Covenants. Except as expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and the Ancillary Agreements, and liability for the breach of any obligations contained herein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect in accordance with their terms.

7.10 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement or any other Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

7.11 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

7.12 Amendments. No provisions of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement, including terms relating to the Separation and the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the New Worthington Board without the approval of any Person, including Worthington Steel or New Worthington.

7.13 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

7.14 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

7.15 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

7.16 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

7.17 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE SEPARATION AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE INVESTIGATION OR DEFENSE THEREOF, PAID BY AN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM).

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


WORTHINGTON INDUSTRIES, INC.

By:		/s/ Joseph B. Hayek
Name: Title:		Joseph B. Hayek Vice President

WORTHINGTON STEEL, INC.

By:		/s/ Timothy A. Adams
Name: Title:		Timothy A. Adams Vice President

Exhibit 10.5

WBS LICENSE AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF NOVEMBER 30, 2023

TABLE OF CONTENTS


		Page

ARTICLE I. DEFINITIONS			1

1.1	Definitions		1
1.2	Interpretation		2

ARTICLE II. LICENSE			2

2.1	License Grant		2
2.2	Restrictions		2
2.3	Sublicensing		2
2.4	Delivery of Materials		3
2.5	Reservation of Rights		3

ARTICLE III. CONFIDENTIALITY			3

3.1	Confidentiality		3
3.2	Unauthorized Use or Disclosure		3
3.3	Protective Arrangements		3

ARTICLE IV. TERM AND TERMINATION			4

4.1	Term		4
4.2	Termination		4
4.3	Survival; Effect of Termination		4

ARTICLE V. DISCLAIMER OF WARRANTIES			4

ARTICLE VI. LIMITATION OF LIABILITY			5

ARTICLE VII. MISCELLANEOUS			5

7.1	Counterparts; Entire Agreement; Corporate Power		5
7.2	Governing Law		6
7.3	Assignability		6
7.4	Third Party Beneficiaries		6
7.5	Notices		6
7.6	Severability		7
7.7	Headings		7
7.8	Waivers of Default		7
7.9	Dispute Resolution		8
7.10	Amendments		8
7.11	Construction		8
7.12	Performance		8
7.13	Limited Liability		8
7.14	Exclusivity of Tax Matters		8

WBS LICENSE AGREEMENT

This WBS LICENSE AGREEMENT (this “Agreement”) is entered into effective as of November 30, 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”) and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.

RECITALS

WHEREAS, New Worthington, acting together with its Subsidiaries, currently conducts the New Worthington Business and the Worthington Steel Business;

WHEREAS, New Worthington, together with its Subsidiaries, owns the WBS, which is used in the Worthington Steel Business and in other businesses of the New Worthington Group;

WHEREAS, the WBS includes certain trade secrets, know-how and other Intellectual Property of the New Worthington Group; and

WHEREAS, as provided in the Separation Agreement, in connection with the Separation, New Worthington has agreed to grant to Worthington Steel, and Worthington Steel is willing to accept, a license to the WBS on the terms and conditions provided herein.

ARTICLE I.

DEFINITIONS

“Group(s)” means the New Worthington Group and/or the Worthington Steel Group, as applicable.

“WBS” means the set of proprietary business and management operating models, procedures, content and materials owned by New Worthington and its Subsidiaries, as they exist as of the Effective Date.

“New Worthington Group” means New Worthington and its Subsidiaries.

“Worthington Steel Group” means Worthington Steel and its Subsidiaries.

1.2 Interpretation. In this Agreement (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the term “Agreement” or any other reference to an agreement shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement; (c) Article and Section references are to the Articles and Sections to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; and (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof.

ARTICLE II.

LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement, New Worthington grants to Worthington Steel a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, non-transferable (except as permitted under Section 7.3), license to use, modify, enhance and improve the WBS solely for the management and operation of the Worthington Steel Business (the “Purpose”).

2.2 Restrictions. For the avoidance of doubt, the WBS is licensed to Worthington Steel as the WBS exists as of the Effective Date, and New Worthington is under no obligation to provide upgrades, updates, enhancements, improvements, support or maintenance to the WBS. Without limiting New Worthington’s obligations under Section 2.4, New Worthington is under no obligation to provide Worthington Steel or any of its Affiliates with any assistance or technical information with respect to the WBS or otherwise. Except as expressly set forth in Section 2.3, Worthington Steel may not, directly or indirectly, allow any other Person to use or access the WBS, and may not, directly or indirectly, use or permit the use of the WBS for any purpose other than the Purpose.

2.3 Sublicensing. The foregoing license shall be sublicensable solely to (a) other members of the Worthington Steel Group and to (b) third party service providers of the Worthington Steel Group to the extent necessary to support the Worthington Steel Group’s operation of the Worthington Steel Business (each, a “Permitted Sublicensee”); provided that such Permitted Sublicensees are subject to written obligations to comply with all applicable terms and conditions of this Agreement. Worthington Steel shall be responsible for the failure by any Permitted Sublicensee to comply with, and Worthington Steel guarantees the compliance by each of its Permitted Sublicensees with, the terms of this Agreement (a breach of which by any such Permitted Sublicensee shall be deemed to be a breach by Worthington Steel).

2.4 Delivery of Materials. For a period of one (1) year following the Effective Date, to the extent that Worthington Steel becomes aware that the personnel of the Worthington Steel Group are not in possession of any documentation (either in electronic or hard copy) that is in New Worthington’s possession or control as of the Effective Date and is reasonably necessary for the use of the WBS, promptly following Worthington Steel’s request, New Worthington will provide to Worthington Steel copies of such documentation (at New Worthington’s option, either in electronic or hard copy) as such documentation existed as of the Effective Date. Except as expressly set forth herein, (i) New Worthington shall have no further delivery obligations with respect to such documentation, and (ii) New Worthington will not provide electronic access to such documentation to Worthington Steel after the Effective Date.

2.5 Reservation of Rights. Worthington Steel acknowledges and agrees that the WBS contains valuable confidential information of New Worthington and is protected or able to be protected by domestic and foreign trade secret and copyright laws and other forms of proprietary rights. The Parties acknowledge and agree that, as between the Parties, New Worthington is the sole and exclusive owner of and shall retain all right, title and interest in and to the WBS, including all Intellectual Property rights therein. Any use of the WBS not specifically permitted under this Article II is expressly prohibited. All rights to the WBS not expressly granted hereunder by New Worthington are expressly reserved by New Worthington, and no other license or right is granted to Worthington Steel by implication, estoppel or otherwise. For the avoidance of doubt, New Worthington shall have the sole right to defend and enforce any and all Intellectual Property rights in the WBS.

ARTICLE III.

CONFIDENTIALITY

3.1 Confidentiality. Worthington Steel shall maintain the WBS in confidence, and shall not disclose or divulge the WBS or any information or materials relating to the WBS (collectively, the “WBS Confidential Information”) to any person who is not employed by or a director of a member of a Permitted Sublicensee, or use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement (including the granting of sublicenses in accordance with Article II, subject to confidentiality obligations at least as strict as those set forth herein). Worthington Steel hereby agrees to exercise every reasonable precaution to prevent and restrain the unauthorized disclosure of such WBS Confidential Information by any directors, officers or employees of the Worthington Steel and its Permitted Sublicensees.

3.2 Unauthorized Use or Disclosure. If Worthington Steel determines that it or any of its Permitted Sublicensees or any of its or their respective Representatives has used or disclosed the WBS Confidential Information in violation of this Agreement, it shall promptly notify New Worthington and shall promptly take action to prevent any further unauthorized use or disclosure, including where appropriate, terminating the applicable personnel’s access to the applicable WBS Confidential Information. The Parties will reasonably cooperate with each other in investigating the apparent unauthorized use or disclosure of the applicable WBS Confidential Information.

3.3 Protective Arrangements. In the event that Worthington Steel is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which its shares are traded, to disclose any WBS Confidential Information, Worthington Steel shall provide New Worthington with written

notice of such request or demand (to the extent legally permitted) as promptly as practicable under the circumstances so that Worthington shall have an opportunity to seek an appropriate protective order, at New Worthington’s own cost and expense. In the event that New Worthington fails to receive a protective order in time, then Worthington Steel may thereafter disclose the WBS Confidential Information, but only to the extent required.

ARTICLE IV.

TERM AND TERMINATION

4.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and remain in effect perpetually, unless sooner terminated in accordance with Section 4.2 below, or by the Parties’ mutual agreement.

4.2 Termination.

(a) Termination for Convenience. During the Term, Worthington Steel may terminate this Agreement at any time, with or without cause, upon written notice to New Worthington.

(b) Termination for Cause. New Worthington may terminate this Agreement immediately upon written notice to Worthington Steel if Worthington Steel materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice thereof.

4.3 Survival; Effect of Termination. The following Sections and Articles shall survive termination of this Agreement; Article I, Article III, this Section 4.3, Article V, Article VI, and Article VII. Upon termination of this Agreement, Worthington Steel shall cease any and all use of the WBS, promptly (and in any event within thirty (30) days) return to New Worthington or destroy (at Worthington’s option) all written WBS Confidential Information of WBS, and all copies thereof then in Worthington Steel’s possession or control.

ARTICLE V.

DISCLAIMER OF WARRANTIES

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE WBS IS LICENSED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND THAT WORTHINGTON STEEL ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF THE WBS. NEW WORTHINGTON HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WBS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

ARTICLE VI.

LIMITATION OF LIABILITY

WITHOUT LIMITING EITHER PARTY’S LIABILITY UNDER THE SEPARATION AGREEMENT AND WITH THE EXCEPTION OF LIABILITY ARISING FROM A BREACH BY WORTHINGTON STEEL OF ARTICLE II OR ARTICLE III, OR A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND CONTRACT), EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

NEW WORTHINGTON AND ITS AFFILIATES SHALL NOT BE LIABLE FOR, OR BEAR ANY OBLIGATION IN RESPECT OF, ANY DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH WORTHINGTON STEEL’S OR ITS SUBLICENSEES’ USE OF THE WBS.

ARTICLE VII.

MISCELLANEOUS

7.1 Counterparts; Entire Agreement; Corporate Power.

(b) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments, and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement or any other Ancillary Agreement, this Agreement shall control.

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

7.3 Assignability.

(a) Nothing herein shall restrict New Worthington from assigning or transferring the WBS to any Person; provided that any such assignment or transfer shall have no effect on the license granted hereunder, and the WBS shall remain subject to this Agreement.

(b) This Agreement and the license granted hereunder are personal to Worthington Steel and shall not be assigned or otherwise transferred by Worthington Steel (including as a result of a sale of Worthington Steel or its business or assets or a direct or indirect change of control of Worthington Steel) or sublicensed (except as permitted in Section 2.3), hypothecated, pledged, or otherwise encumbered by Worthington Steel, in each case without New Worthington’s prior written consent, which consent may be granted or withheld in New Worthington’s sole discretion. Any nonconsensual assignment, transfer, hypothecation, pledge or encumbrance of this Agreement by Worthington Steel shall be invalid and of no force and effect.

(c) Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors (whether by Contract, operation of Law or otherwise) and permitted assigns.

7.4 Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of a Party) except the Parties hereto any rights or remedies hereunder; and there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third Person (including, without limitation, any shareholders of the Parties) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

7.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

7.7 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

7.8 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement, or any other Ancillary Agreement, shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

7.9 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

7.10 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced.

7.11 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement, the Separation Agreement, or any other Ancillary Agreements. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

7.12 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any subsidiary or affiliate of such Party.

7.13 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

7.14 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


WORTHINGTON INDUSTRIES, INC.

By:		/s/ Joseph B. Hayek
Name:		Joseph B. Hayek
Title:		Vice President

WORTHINGTON STEEL, INC.

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President

[Signature Page to WBS License Agreement]

Exhibit 10.4

TRADEMARK LICENSE AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF NOVEMBER 30, 2023

TABLE OF CONTENTS


		Page
ARTICLE I. DEFINITIONS		1

1.1	Definitions	1
1.2	Interpretation	2

ARTICLE II. LICENSE		2

2.1	Grant of License	2
2.2	Sublicensing	2
2.3	Limitations / New Marks	2
2.4	Registration of the Licensed Marks	3
2.5	Expansion of Licensed Goods and Services	3
2.6	Domain Name Registrations	3

ARTICLE III. OWNERSHIP AND INFRINGEMENT		4

3.1	Ownership of New Worthington Marks; Goodwill and Reservation of Rights	4
3.2	No Inconsistent Action	4
3.3	Infringement	4

ARTICLE IV. QUALITY STANDARDS		4

4.1	Quality Assurance	4
4.2	Compliance with Law	5
4.3	Form of Use	5

ARTICLE V. TERM AND TERMINATION		5

5.1	Term	5
5.2	Termination	5
5.3	Effect of Termination	6
5.4	Survival	6

ARTICLE VI. DISCLAIMER OF WARRANTIES		6

ARTICLE VII. LIMITATION OF LIABILITY		6

ARTICLE VIII. INDEMNIFICATION		7

ARTICLE IX. MISCELLANEOUS		8

9.1	Counterparts; Entire Agreement; Corporate Power	8
9.2	Governing Law	8
9.3	Assignment	8


9.4	Third Party Beneficiaries	9
9.5	Notices	9
9.6	Severability	10
9.7	Headings	10
9.8	Waivers of Default	10
9.9	Dispute Resolution	10
9.10	Amendments	10
9.11	Construction	10
9.12	Performance	11
9.13	Limited Liability	11
9.14	Exclusivity of Tax Matters	11

Exhibits

Exhibit A Licensed Marks

TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into effective as of November 30, 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”) and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.

RECITALS

WHEREAS, New Worthington, acting together with its Subsidiaries, currently conducts the New Worthington Business and the Worthington Steel Business;

WHEREAS, New Worthington, together with its Subsidiaries, owns certain Marks that were used in connection with both the Worthington Steel Business and the New Worthington Business prior to the Separation;

WHEREAS, in connection with the Separation, New Worthington has agreed to grant a license to Worthington Steel to use the Marks set forth on Exhibit A (the “Licensed Marks”), on the terms and conditions provided herein; and

WHEREAS, pursuant to the Separation Agreement, New Worthington and Worthington Steel have agreed that New Worthington will license Worthington Steel to use the Licensed Marks in connection with the Worthington Steel Business, in accordance with the terms of this Agreement.

ARTICLE I.

DEFINITIONS

“Licensed Goods and Services” means the goods and services of the Worthington Steel Business as of the Effective Date, as such goods and services may naturally evolve in the field of the Worthington Steel Business during the Term, but excluding, for the avoidance of doubt, any goods or services of the New Worthington Business.

“Marks” means trademarks, service marks, trade dress, trade names, logos, internet domain names and other source or business identifiers.

1.2 Interpretation. In this Agreement (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the term “Agreement” or any other reference to an agreement shall, unless otherwise stated, be construed to refer to this Agreement (including all of the Exhibits hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, and Exhibit references are to the Articles, Sections, and Exhibits to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; and (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof.

ARTICLE II.

LICENSE

2.1 Grant of License. Subject to the terms and conditions of this Agreement, New Worthington grants to Worthington Steel a royalty-free, fully paid-up, perpetual, non-exclusive, non-transferable (except as permitted under Section 9.3), non-sublicensable (except as permitted under Section 2.2), worldwide license to use the Licensed Marks as further specified in Section 2.3 solely in connection with the marketing, advertisement, provision, distribution and sale by Worthington Steel of Licensed Goods and Services (the “License”). Subject to the terms and conditions of this Agreement, and in furtherance of the foregoing, Licensee shall be permitted to use the Licensed Marks as part of domain names as specified in Section 2.6.

2.2 Sublicensing. Worthington Steel may sublicense the License granted to it hereunder to its Affiliates and third Persons to the extent necessary in connection with the marketing advertisement, provision, distribution and sale of Worthington Steel’s Licensed Goods and Services; provided, that, in each case, any such sublicensee is bound in writing to all applicable terms and conditions of this Agreement. Worthington Steel shall be responsible for the failure by any of its Affiliates or other sublicensees to comply with the terms of this Agreement.

2.3 Limitations / New Marks. Worthington Steel is only licensed to use the Licensed Marks, and not any variations, adaptations, translations, or derivatives thereof. For the avoidance of doubt, Worthington Steel will only use the term WORTHINGTON as part of the WORTHINGTON STEEL and WS WORTHINGTON STEEL composite Mark, and shall not use the term WORTHINGTON in a standalone form. If Worthington Steel desires to (a) use any variation, adaptation, translation, combination, or derivative of the Licensed Marks, (b) use any other New Worthington formative Mark or (c) use the Licensed Marks in combination with any other Marks, Worthington Steel shall seek New Worthington’s prior written approval, specifying the Marks that it desires to use, together with how it desires to use such Marks. If New Worthington determines that it would be advisable to perform a clearance search as part of the approval process, New Worthington may perform such clearance search with trademark counsel of its choosing, at Worthington Steel’s expense. If New Worthington approves Worthington Steel’s request, the Parties will amend this Section 2.3 and the definition of Licensed Marks, in each case to the extent applicable, to permit the use of the new Mark.

2.4 Registration of the Licensed Marks.

(a) By New Worthington. New Worthington may, in its discretion, seek to apply for the registration of the Licensed Marks anywhere in the world. Upon request, Worthington Steel will provide New Worthington with reasonable assistance in connection with the prosecution and maintenance of applications and registrations of the Licensed Marks, including executing all documents and performing all acts as New Worthington reasonably deems necessary or desirable in connection therewith.

(b) By Worthington Steel. Worthington Steel may, in its discretion, seek to apply for the registration of WORTHINGTON STEEL, WS WORTHINGTON STEEL, and any new Marks approved by New Worthington pursuant to Section 2.3, anywhere in the world, but solely in connection with the Licensed Goods and Services, so long as Worthington Steel provides notice to New Worthington and New Worthington provides approval for the filings. New Worthington will not unreasonably withhold, condition, or delay its approval of any such request. Worthington Steel shall not otherwise seek to apply for the registration of the Licensed Marks or derivations thereof.

2.5 Expansion of Licensed Goods and Services. Worthington Steel may request in writing to expand the Licensed Goods and Services to include new goods or services. New Worthington may approve or disapprove any such request in its sole discretion. If New Worthington approves any such request, the Parties will amend this Agreement to revise the definition of Licensed Goods and Services accordingly.

2.6 Domain Name Registrations. Worthington Steel shall have the right, at Worthington Steel’s sole expense, to register and renew the “worthingtonsteel” domain name in root domains with any top-level domains of Worthington Steel’s choosing. Three months following the Effective Date, and on each anniversary of the Effective Date, Worthington Steel shall provide New Worthington a list of all such domain name registrations, including for each domain name the registration date, the expiration date and the registrar.

ARTICLE III.

OWNERSHIP AND INFRINGEMENT

3.1 Ownership of New Worthington Marks; Goodwill and Reservation of Rights. Worthington Steel acknowledges that, as between the Parties, New Worthington is the sole and exclusive owner of all right, title and interest in and to the Licensed Marks. Any and all goodwill arising from Worthington Steel’s use of the Licensed Marks shall inure solely to the benefit of New Worthington. Worthington Steel agrees that nothing in this Agreement shall give Worthington Steel any right, title or interest in the Licensed Marks other than the right to use the Licensed Marks in accordance with this Agreement. All rights in and to the Licensed Marks that are not expressly granted to Worthington Steel hereunder are reserved by New Worthington and its Affiliates. Worthington Steel acknowledges that nothing in this Agreement grants Worthington Steel the right to register or seek to register, or to permit any third party to register or to seek to register, the Licensed Marks in any jurisdiction. Consistent with the terms of this Agreement, and at Licensor’s sole expense, Worthington Steel shall perform all lawful acts and execute such instruments as New Worthington may reasonably request to register, confirm, evidence, maintain or protect New Worthington’s rights in the Licensed Marks.

3.2 No Inconsistent Action. Worthington Steel shall not: (a) assert any ownership of the Licensed Marks, contest the validity or enforceability of the Licensed Marks or challenge New Worthington’s right, title, interest in or ownership of the Licensed Marks, its registrations therefor or New Worthington’s right to license the same; (b) interfere with, oppose or challenge any of New Worthington’s applications for or registrations of the Licensed Marks (including domain name registrations) or interfere with, oppose or challenge the exploitation of the Licensed Marks by or on behalf of New Worthington; (c) except as expressly set forth in Section 2.4, apply for, or participate with or cause any other entity to apply for, the registration of any logo, symbol, trademark, service mark, company or corporate name, product name, domain name or commercial slogan that is a derivation of, or otherwise confusingly similar to, the Licensed Marks; or (d) take any action that would have a material adverse effect on the value, reputation or goodwill of the Licensed Marks or tarnish the Licensed Marks or materially harm New Worthington’s valuable goodwill in such Licensed Marks.

3.3 Infringement. Worthington Steel shall promptly notify New Worthington in writing of any actual or suspected infringement of the Licensed Marks by a third party of which Worthington Steel becomes aware and of any available evidence relating thereto. Worthington Steel shall cooperate with New Worthington’s efforts to investigate, terminate and recover damages for any actual or suspected infringement of the Licensed Marks and New Worthington shall reimburse Worthington Steel for any reasonable out-of-pocket expenses related thereto. New Worthington shall have the sole right, but not the obligation, to take action against any such actual or suspected infringement.

ARTICLE IV.

QUALITY STANDARDS

4.1 Quality Assurance. Worthington Steel agrees that the quality of the goods and services sold, distributed, performed, provided or otherwise commercialized by Worthington Steel and its Affiliates in connection with the Licensed Marks will be of the same or higher quality as the goods and services sold, distributed, performed, provided or otherwise

commercialized by New Worthington and its Affiliates under the Licensed Marks, as applicable, in connection with Worthington Steel Business immediately prior to the Effective Date, and, in the event that Worthington Steel is permitted to provide any new goods or services under the Licensed Marks, of a quality so as to maintain the reputation and goodwill of New Worthington, its Affiliates and the Licensed Marks. Worthington Steel agrees to undertake any actions that New Worthington may reasonably request to assist New Worthington in monitoring the quality of the goods and services offered in connection with the Licensed Marks and the use of the Licensed Marks in connection with such goods and services in order for the New Worthington to protect its rights therein under applicable Law.

4.2 Compliance with Law. Worthington Steel shall use the Licensed Marks only in such manner as will comply with the provisions of applicable Laws relating thereto. Worthington Steel shall comply with all applicable Laws and obtain all appropriate governmental approvals pertaining to the production, distribution, provision sale, marketing and advertising of the Licensed Goods and Services and pertaining to the operation of its businesses operated under the Licensed Marks.

4.3 Form of Use. Worthington Steel shall use the Licensed Marks in a manner that is consistent with the branding guidelines that New Worthington has in place for the Licensed Marks and all quality specifications for color, style, typeface, size and all other artistic or reproduction requirements for Worthington Steel’s use of the Licensed Marks, in each case as may be provided to Worthington Steel from time to time by New Worthington in writing. New Worthington may update such branding guidelines or specifications from time to time; provided, however, that Worthington Steel will be given a reasonable period of time to comply with any changes to the branding guidelines or specifications.

ARTICLE V.

TERM AND TERMINATION

5.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and remain in effect perpetually, unless sooner terminated in accordance with Section 5.2 below, or by an agreement in writing signed by New Worthington and Worthington Steel.

5.2 Termination.

(a) Termination for Convenience. During the Term, Worthington Steel may terminate this Agreement at any time, with or without cause, upon written notice to New Worthington.

(b) Termination for Cause. If Worthington Steel has breached any provision of this Agreement relating to the ownership, protection or use of the Licensed Marks or any of the quality requirements of Article IV, and does not cure such breach within thirty (30) days of its receipt of written notice of such breach from New Worthington, then New Worthington may terminate this Agreement upon written notice to Worthington Steel.

5.3 Effect of Termination. Upon expiration or termination of this Agreement or the License for any reason, the Persons among Worthington Steel and its Affiliates to whom such expiration or termination applies shall immediately (a) cease and refrain from any use of or reference to the Licensed Marks, (b) cease and refrain from any use of or reference to any marks or designs similar to or derived from the Licensed Marks, (c) not thereafter adopt, use or refer to any mark, logo, trade name, trade dress or other identification that is likely to be confused with either of the Licensed Marks, and (d) assign to New Worthington any applicable trademark or domain name registrations or applications that contain the Licensed Marks. Notwithstanding the foregoing, if neither Worthington Steel nor any of its Affiliates is in breach of Article IV as of the date of termination or expiration, upon request from Worthington Steel, New Worthington will grant the applicable Persons an additional three (3) month period to transition off the use of the Licensed Marks.

5.4 Survival. In connection with the termination of this Agreement, Section 3.1, Section 5.3, and Section 5.4, and Article VI through Article IX shall continue to survive indefinitely.

ARTICLE VI.

DISCLAIMER OF WARRANTIES

WORTHINGTON STEEL ACKNOWLEDGES AND AGREES THAT THE LICENSED MARKS ARE LICENSED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND THAT WORTHINGTON STEEL ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF THE LICENSED MARKS. NEW WORTHINGTON HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE LICENSED MARKS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

ARTICLE VII.

LIMITATION OF LIABILITY

WITHOUT LIMITING EITHER PARTY’S LIABILITY UNDER THE SEPARATION AGREEMENT AND WITH THE EXCEPTION OF LIABILITY ARISING FROM A BREACH BY WORTHINGTON STEEL OF ARTICLE II, OR A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND CONTRACT), EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE VIII.

INDEMNIFICATION

Worthington Steel shall indemnify, defend and hold harmless New Worthington and its Affiliates and its and their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns (the “New Worthington Indemnitees”) from and against any and all third party claims that arise out of the provision of goods and services by Worthington Steel or any of its sublicensees under the Licensed Marks and any other uses of the Licensed Marks by Worthington Steel or its sublicensees, except to the extent any such claims give rise to an indemnity obligation by New Worthington to Worthington Steel under the Separation Agreement. If any claim or action is asserted against any of the New Worthington Indemnitees that would entitle it to indemnification hereunder (a “Proceeding”), New Worthington will give prompt written notice thereof to Worthington Steel; provided, however, that the failure to give such timely notice will not affect the indemnification obligation hereunder, except to the extent that Worthington Steel demonstrates actual damage caused by such failure. Worthington Steel may elect to direct the defense or settlement of any such Proceeding by giving written notice to New Worthington, which election will be effective immediately upon receipt by the New Worthington of such written notice of election. Worthington Steel will have the right to employ counsel reasonably acceptable to New Worthington to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if Worthington Steel deems it advisable to do so, all at the expense of the Worthington Steel; provided that Worthington Steel will not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the applicable New Worthington Indemnitees from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of New Worthington. New Worthington will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of Worthington Steel. The Parties will fully cooperate with each other in any such Proceeding and will make available to each other any books or records useful for the defense of any such Proceeding.

ARTICLE IX.

MISCELLANEOUS

9.1 Counterparts; Entire Agreement; Corporate Power.

(b) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments, and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement or any other Ancillary Agreement, this Agreement shall control.

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

9.3 Assignment.

(a) Nothing herein shall restrict New Worthington from assigning or transferring any Licensed Marks to any Person; provided that any such Transfer shall have no effect on the license granted hereunder, and the Licensed Marks shall remain subject to this Agreement. This Agreement and the license granted hereunder are personal to Worthington Steel and shall not be assigned or otherwise transferred by Worthington Steel (including as a result of a sale of Worthington Steel or its business or assets or a direct or indirect change of control of Worthington Steel), or sublicensed (except as permitted in Section 2.2), hypothecated, pledged, or otherwise encumbered by Worthington Steel, in each case without New Worthington’s prior written consent, which consent may be granted or withheld in New Worthington’s sole discretion. Any nonconsensual assignment, transfer, hypothecation, pledge or encumbrance of this Agreement by Worthington Steel shall be invalid and of no force and effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Third Party Beneficiaries. Except for the indemnification rights under Article VIII of this Agreement of any New Worthington Indemnitee in their respective capacities as such and the provisions of Section 5.1(d) of the Separation Agreement as to directors and officers of the New Worthington Group and the Worthington Steel Group: (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) except the Parties hereto any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

9.7 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9.8 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement, or any other Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

9.9 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

9.10 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced.

9.11 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement, the Separation Agreement, or any other Ancillary Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

9.12 Performance . Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any subsidiary or affiliate of such Party.

9.13 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

9.14 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


WORTHINGTON INDUSTRIES, INC.

By:		/s/ Joseph B. Hayek
Name: Title:		Joseph B. Hayek Vice President

WORTHINGTON STEEL, INC.

By:		/s/ Timothy A. Adams
Name: Title:		Timothy A. Adams Vice President

[Signature Page to Trademark License Agreement]

***CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Exhibit 10.6

STEEL SUPPLY AND SERVICES AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF NOVEMBER 30, 2023

TABLE OF CONTENTS


		Page
ARTICLE I. INTERPRETATION			1

1.1	Definitions		1

ARTICLE II. PURCHASE AND SUPPLY			3

2.1	Purchase and Supply		3

ARTICLE III. TERM			3

3.1	Term		3

ARTICLE IV. SERVICES AND PURCHASE ORDERS			4

4.1	Services		4
4.2	Forecasts		4
4.3	Purchase Orders		4
4.4	Supplier to Carry Out Purchase Order		5

ARTICLE V. SPECIFICATIONS; QUALITY			6

5.1	Annual Review		6
5.2	Specifications and Quality Control		6
5.3	Specification Changes / New Products		6
5.4	Samples for Product Conformance Testing		7

ARTICLE VI. DELIVERY, INSURANCE, AND QUANTITY			7

6.1	Packing and Marking		7
6.2	Shipping and Delivery Dates		7
6.3	Delivery		7
6.4	Title and Risk of Loss		7
6.5	Insurance		8
6.6	Non-Conforming Products		9
6.7	Failure to Deliver Product		9

ARTICLE VII. SUPPLIER’S GENERAL OBLIGATIONS			9

ARTICLE VIII. PRICING			11

8.1	Prices		11
8.2	Annual Cost Savings		11


ARTICLE IX. PAYMENT/INVOICING.		11

9.1	Payment/Invoicing	11

ARTICLE X. PRODUCT RECALL		12

ARTICLE XI. FORCE MAJEURE		12

11.1	Notice and Suspension of Obligations	12
11.2	Effort to Overcome	12
11.3	Alternative Supply	13
11.4	Termination Arising from Force Majeure Event	13

ARTICLE XII. PURCHASER INTELLECTUAL PROPERTY		13

12.1	Background Intellectual Property	13
12.2	License Grant	13
12.3	Ownership	13
12.4	Further Assurances	13

ARTICLE XIII. WARRANTIES		14

13.1	Warranties	14
13.2	Reliance on Warranties	14
13.3	Disclaimer	14

ARTICLE XIV. LIMITATION OF LIABILITY		14

ARTICLE XV. INDEMNIFICATION		15

15.1	Indemnification by Supplier	15
15.2	Indemnification by Purchaser	15

ARTICLE XVI. TERMINATION		15

16.1	Breach	15
16.2	Change of Control	16
16.3	Without Cause and For Convenience	16
16.4	Post-Termination Obligations	16

ARTICLE XVII. CONFIDENTIALITY		16

17.1	Confidential Information	16
17.2	Nondisclosure Obligation	17
17.3	Legally Compelled Disclosures	17
17.4	Equitable Remedies	17
17.5	Return of Information	18


ARTICLE XVIII. GENERAL		18

18.1	Counterparts; Entire Agreement; Corporate Power	18
18.2	Governing Law	19
18.3	Assignability	19
18.4	Third-Party Beneficiaries	19
18.5	Notices	19
18.6	Severability	20
18.7	Headings	20
18.8	Waivers of Default	20
18.9	Dispute Resolution	20
18.10	Amendments	20
18.11	Construction	21
18.12	Limited Liability	21
18.13	Exclusivity of Tax Matters	21
18.14	Survival.	21

[***]

iii

STEEL SUPPLY AND SERVICES AGREEMENT

This STEEL SUPPLY AND SERVICES AGREEMENT (this “Agreement”) is made as of November 30, 2023 (the “Effective Date”) by and between Worthington Industries, Inc. (“Purchaser”), an Ohio corporation having its principal place of business at 200 West Old Wilson Bridge Road, Columbus, OH 43085, and Worthington Steel, Inc. (“Supplier”), an Ohio corporation having its principal place of business at 100 West Old Wilson Bridge Road, Columbus, OH 43085. Purchaser and Supplier may each be referred to, singularly, as a “Party” and, collectively, as the “Parties.” The Parties agree as follows:

RECITALS

WHEREAS, Supplier and Purchaser entered into that certain Separation and Distribution Agreement as of November 30, 2023 (as amended, restated, amended and restated, and otherwise modified from time to time, the “Separation Agreement”).

WHEREAS, it is anticipated that, immediately following the Distribution, the Worthington Steel Group (including Supplier) will separate from the New Worthington Group (including Purchaser) and Supplier will be established as a separate, publicly traded company to operate the Worthington Steel Business.

WHEREAS, Supplier is in the business of processing and supplying flat rolled steel and providing related services.

WHEREAS, pursuant to the Separation Agreement, Supplier has agreed to supply to Purchaser and Purchaser has agreed to purchase from Supplier, certain flat rolled steel products, along with certain related services, as set forth in this Agreement.

WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions under which Supplier will supply, and Purchaser will purchase such products and services from Supplier.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, Purchaser and Supplier hereby agree as follows:

ARTICLE I.

INTERPRETATION

1.1 Definitions.

In addition to terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings, unless the context otherwise requires. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.

“Affiliate” means (i) any company or companies controlling, controlled by or under common control with Purchaser or Supplier as the case may be, and (ii) any joint venture of a Party. “Affiliate” includes both entities in existence as of the Effective Date and entities created during the term of this Agreement. For purposes of this definition, “control” means ownership directly or indirectly of more than 50% of the voting stock or analogous interest in such corporation or other business entity or the ability to direct the voting of 50% of the voting stock or analogous interest in such corporation or other business entity.

“Annual Forecast” Except as otherwise set forth in Schedule 4, means a non-binding annual estimate of the volume of each of the Products that Purchaser expects to order from Supplier during a Contract Year.

“Business Day” means a day other than a Saturday, Sunday or U.S. federal holiday.

“Contract Year” means a period beginning on January 1^st and ending on December 31^st of each calendar year during the Term; provided, however, that the first contract year shall be from the Effective Date until the following December 31^st.

“Force Majeure Event” means a civil commotion or riot, natural disaster, lightning, fire, earthquake, storm, flood, drought, disease, pandemic, explosion, industrial action, currency restriction, embargo, action or inaction by a government, or act of terror, or any other event that is beyond the reasonable control of and not caused by the affected Party, which prevents such Party completely performing its obligations hereunder, provided that the Party whose performance is affected has taken reasonable precautions to avoid or mitigate the effects of such event (to the extent any reasonable precautions exist).

“Notice” means the formal written notification of the other Party pursuant to the procedures set forth in Section 18.5.

“Price” means the sales price to Purchaser for the delivered Products or the provided Services, calculated in accordance with Article VIII.

“Product” or “Products” means the products, singular, or in the aggregate, respectively, as listed on Schedule 1 that may be ordered by Purchaser under an applicable Purchase Order.

“Purchase Order” means a purchase order for Products that is placed by Purchaser and accepted by Supplier in accordance with Section 4.3.

“Purchaser Intellectual Property” means any and all: (i) patents, copyrights, and designs; (ii) trade secrets, and other intellectual property rights in confidential or proprietary information, know-how and other technology; (iii) intellectual property rights in the Purchaser Process Technology; and (iv) all other intellectual property rights anywhere in the world (but excluding Trademarks); in each case to the extent owned by or licensed to Purchaser, whether in existence as of the Effective Date or thereafter coming into existence.

“Purchaser Process Technology” means any process technology (including a proprietary Product manufacturing process of Purchaser), if any, provided by Purchaser to Supplier to configure and manufacture Products on Purchaser’s behalf.

“Quality Standards” means the quality standards for the manufacture, packaging, and delivery of the Products that are set forth on Schedule 2.

“Services” means support services that may be provided by Supplier, including design, engineering/technical services, price risk management, scrap management, steel purchasing, supply chain optimization and Product rework services, as well as the other services set forth on Schedule 3.

“Trademarks” means trademarks, service marks, trade names, brand names, domain names and other indicia of origin.

“Specifications” means the specifications for each Product that are set forth in Schedule 1.

ARTICLE II.

PURCHASE AND SUPPLY

2.1 Purchase and Supply. During the Term, Purchaser agrees to purchase from Supplier, and Supplier agrees to manufacture, sell and deliver to Purchaser, the Products as ordered by Purchaser from time to time in accordance with the terms of this Agreement. Supplier acknowledges and agrees that any Affiliate of Purchaser is entitled but not obliged to at any time procure Products and/or Services under and pursuant to the terms of this Agreement by submitting a Purchase Order directly to Supplier. When an Affiliate of Purchaser submits such a Purchase Order, that Affiliate of Purchaser will be: (A) entitled to all of Purchaser’s rights under this Agreement; and (B) bound to the terms and conditions of this Agreement and the applicable Purchase Order. When an Affiliate of Purchaser purchases Products under and pursuant to the terms of this Agreement: (1) all references to “Purchaser” in this Agreement shall also refer to such Affiliate of Purchaser with respect to the Products the Affiliate of Purchaser purchases under this Agreement; and (2) the terms and conditions of this Agreement together with each Purchase Order submitted by such Affiliate of Purchaser shall represent a separate agreement between Supplier and the Affiliate of Purchaser. The Parties agree that: (i) no Affiliate of Purchaser shall have any responsibility or liability for any acts, omissions, or obligations of Purchaser or any other Affiliate of Purchaser under this Agreement and/or any Purchase Order; (ii) Purchaser shall not have any responsibility or liability for any acts, omissions, or obligations of any Affiliate of Purchaser under this Agreement and/or any Purchase Order; and (C) there shall be no joint and several liability with respect to Purchaser and any Affiliates of Purchaser. Notwithstanding anything to the contrary in this Agreement, Supplier shall pursue any and all claims and damages solely against the applicable Affiliate of Purchaser that caused such claims and damages to accrue.

ARTICLE III.

TERM

3.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date and, subject to earlier termination in accordance with this Agreement, shall continue in effect for [***] (the “Initial Term”). Upon the conclusion of the Initial Term, this Agreement shall automatically renew for an indefinite number of successive [***] (each a “Renewal Term”); provided that this Agreement will terminate at the end of the Initial Term or any Renewal Term if a Party provides written notice of non-renewal to the other Party at least one (1) year prior to the expiration of the then-current term. Any active Purchase Order in effect at the date of termination of this Agreement shall remain in full force and effect until the Purchase Order is fulfilled or terminated in accordance with the provisions herein. The Agreement terms shall continue to govern the applicable Purchase Order whose term extends beyond the termination of this Agreement, unless such Purchase Order is also terminated.

ARTICLE IV.

SERVICES AND PURCHASE ORDERS

4.1 Services.

Supplier will, as set forth in Schedule 3, provide the Services to Purchaser. Upon Purchaser’s request the Parties shall amend Schedule 3 to add any other services which are ancillary to the supply of the Products, together with the pricing therefor, which pricing shall be commercially reasonable in light of the prices that Supplier is charging its other customers for the same or similar services. Upon the Parties’ execution of such amendment to Schedule 3, such additional services shall constitute Services under this Agreement. Supplier must perform the Services in a professional and workmanlike manner in accordance with the requirements set forth in this Agreement, including Schedule 3, and consistent with industry standards.

4.2 Forecasts.

(a) Forecasts. Purchaser will provide Supplier with (i) an Annual Forecast each Contract Year, and (ii) a rolling ninety (90) day forecast each month during the Contract Year (together with the Annual Forecast, the “Forecasts”).

(b) Effect of Forecasts. Except as otherwise set forth in Schedule 4, the Forecasts are non-binding, for informational purposes only, and will not (i) constitute a Purchase Order for the purchase of any quantity of Products or (ii) adjust the quantities of Products to be purchased and sold. With respect to the Forecasts provided by Purchaser in accordance with Section 4.2(a) above, the Parties agree that Purchaser will have no obligation to purchase Product according to such Forecasts, except as otherwise set forth in Schedule 4, and for the avoidance of doubt, Supplier shall procure, produce and supply the Products solely in accordance with firm Purchase Orders.

4.3 Purchase Orders.

(a) Issuance. The Supplier acknowledges and agrees that Purchaser may place Purchase Orders at such time and at such frequencies as Purchaser requires, subject to the applicable lead time(s) for the applicable Products. The lead time required for each Product will be based upon then current market mill lead times plus Supplier’s then-current production lead time, in each case, as communicated to Purchaser in accordance with Section 4.3(e), with prompt written notice (in accordance with Section 4.3(e) below)) of any changes Subject to Section 4.3(c) below, Purchase Orders shall contain the following information: (i) the types and quantities of the Products to be produced and delivered to Purchaser, (ii) the applicable Prices, (iii) the place of delivery (the “Place of Delivery”), (iv) the time and date of delivery (the “Delivery Schedule”), (v) any special instructions, and (vi) the date of issuance. Each Purchase Order issued on or after the Effective Date shall be issued pursuant to this Agreement and be governed by and incorporate by reference the terms and conditions of this Agreement. This Agreement shall control and govern all transactions between the Parties with respect to the sale and purchase of Products. Notwithstanding anything to the contrary herein or in any Purchase Order, the terms of this Agreement shall prevail over any terms in the Purchase Order and any other communications and any additional or different terms within any of these shall have no force or effect.

(b) Confirmation. A Purchase Order takes effect as a binding contract when delivered by Purchaser and accepted by the Supplier. Supplier shall be entitled to a period of three (3) Business Days (“Confirmation Period”) to confirm acceptance of the Purchase Order or to notify Purchaser of any issues, including delivery, delivery dates or requested quantities. Supplier is required to accept all Purchase Orders that are within [***] of the applicable monthly Forecast and that comply with the applicable lead time(s) and the other terms of this Agreement, unless Supplier (i) is affected by a Force Majeure Event and has fully complied with the requirements of Article XI, or (ii) after undertaking all commercially reasonable efforts is unable to procure the raw material required to supply the Products included in the Purchase Order. Upon providing acceptance or after the lapse of the Confirmation Period without response, Supplier shall be bound to produce such quantities in accordance with the Purchase Order.

(c) Change or Withdrawal. Any Purchase Order may be changed or withdrawn without liability or further obligation to Purchaser except as set forth in Section 4.3(d) if Purchaser provides Notice of its decision to Supplier.

(d) Payment. In the event of a change or withdrawal under Section 4.3(c), Purchaser shall be responsible to pay for (i) inventories of Products, produced in accordance with the applicable Purchase Order, if such items were produced prior to Notice being given to Supplier under Section 4.3(e), and (ii) raw materials on hand, in-transit (to or from the Supplier’s facility), and/or on order with the relevant mill source (provided, that Supplier has used commercially reasonable efforts to cancel such orders) prior to Notice being given to Supplier under Section 4.3(e). Payments under this Section 4.3(d) shall be paid in accordance with the standard payment terms set forth in Article IX hereof.

(e) Notice. By way of exception to Section 18.5 hereunder, each Purchase Order or any modifications thereof or acknowledgements thereto shall be communicated in writing by email or fax to the following addresses:


(i)	To Purchaser:
	E-mail:	Chris.brown@wthg.com
	Cc:	Steve.denny@wthg.com
(ii)	To Supplier:
	E-mail:	Marc.gase@worthingtonsteel.com
	Cc:	John.obringer@worthingtonsteel.com

Either Party may change such designated representative at any time by providing written Notice to the other Party.

4.4 Supplier to Carry Out Purchase Order. The Supplier shall:

(a) process, sell and deliver according to the Purchase Order quantities and due dates pursuant to Section 4.3 above; and

(b) deliver or make the Products available in accordance with the delivery requirements set out in the Purchase Order, or as otherwise modified by mutual written agreement of the Parties.

ARTICLE V.

SPECIFICATIONS; QUALITY

5.1 Annual Review. The Parties’ designated representatives shall meet within 60 days prior to the end of each Contract Year to review and discuss in good faith the Products to be supplied by Supplier to Purchaser and the Specifications and Quality Standards therefor, and shall document any agreed-upon changes thereto in a written amendment to Schedule 1, which shall be implemented starting the following calendar year (“Annual Review”). Absent the Parties’ mutual agreement on any such changes, the Products, Specifications and Quality Standards shall remain unchanged during the following calendar year.

5.2 Specifications and Quality Control.

(a) The Supplier shall:

(i) process, package, store, and deliver the Products in accordance with, and ensure that the Products comply with, the Specifications and the Quality Standards;

(ii) maintain processes and methods for testing and ensuring compliance with the Specifications and the Quality Standards;

(iii) not make any change to the formulations or raw material sources for the Products without prior notification and written consent of Purchaser; and

(iv) comply with any Purchaser’s directed remedial action as set forth in Section 6.6 when Non-conforming Products are detected by Purchaser.

(b) If there any issues with respect to the conformity of the Products with the Quality Standards, the Parties will address such issues in accordance with the procedures set forth in Schedule 2.

5.3 Specification Changes / New Products. Purchaser shall communicate to Supplier in writing any proposed changes to the Specifications or the Quality Standards and any new products that Purchaser desires Supplier to supply hereunder that were not discussed and agreed to during the Annual Review. Supplier shall use reasonable efforts to accommodate such changes to existing Products or the manufacture of such new products, as applicable. In furtherance thereof, the Parties shall discuss in good faith all changes and additions to the terms and conditions of this Agreement necessary to accommodate the changes or new products, and acting reasonably, use their best efforts to come to an agreement on the modified or additional terms and conditions (including pricing that conforms to the pricing methodology set forth in Schedule 4, lead times and Quality Standards) and document the agreed changes by amending this Agreement in accordance with Section 18.10.

5.4 Samples for Product Conformance Testing. The Supplier shall, at its expense, provide to Purchaser, if reasonably requested by Purchaser, a sample of any Products to ensure that the Products comply with Specifications and/or the Quality Standards.

ARTICLE VI.

DELIVERY, INSURANCE, AND QUANTITY

6.1 Packing and Marking. Each Product shipment must contain a packing list indicating (a) the Purchase Order number, (b) the identification and quantity of Products contained in the shipment, and (c) such other identification or information as may be reasonably directed by Purchaser or reasonably necessary to facilitate delivery in accordance with the Delivery Schedule.

6.2 Shipping and Delivery Dates.

(a) Time is of the essence with respect to all deliveries of Products. Supplier shall make all deliveries of Products in accordance with the Delivery Schedule.

(b) If during the production of any Purchase Order, Supplier determines for any reason that it will be unable to meet the Delivery Schedule for such Purchase Order, Supplier shall notify Purchaser in writing within twenty-four (24) hours of such determination. Such notification shall include a new proposed Delivery Schedule. Upon Purchaser’s written consent to the new Delivery Schedule, the new schedule will be binding on Supplier. If Purchaser does not consent, the initial Delivery Schedule shall remain binding on Supplier.

(c) Supplier acknowledges that Purchaser may vary the Delivery Schedule for, or cancel, any Purchase Order for any Products that Supplier does not deliver in accordance with the Delivery Schedule or as otherwise modified in accordance with Section 6.2(b), without limiting Purchaser’s ability to claim any other remedy.

6.3 Delivery.

(a) All Products will be shipped in accordance with the Incoterms set forth in Schedule 1.

(b) All freight charges, as applicable, will be included in the Price.

6.4 Title and Risk of Loss.

(a) Title to Products shall pass to Purchaser together with the risk of loss thereto, as set forth below.

(b) Risk of loss of the Products shall transfer from Supplier to Purchaser upon delivery of the Products to the carrier for shipment for the Place of Delivery.

(c) Purchaser’s acceptance of Products will not be deemed evidence that the Products conform to the Purchase Order, the Specifications or the Quality Standards.

6.5 Insurance.

(a) Supplier shall maintain adequate insurance to cover the risk of damage or destruction to the Products while in Supplier’s possession or control, naming Purchaser as a beneficiary.

(b) At all times while this Agreement is in effect, Supplier will maintain in force, at its expense (including the cost of any retention or deductible), insurance of the type and in the amounts set forth below:

(i) Property/casualty/fire insurance to cover inventory (including all Products in transit or in storage at a Supplier facility): replacement basis;

(ii) Statutory workers’ compensation insurance in accordance with the legal requirements of each country, state, territory, and locality exercising jurisdiction over Supplier personnel performing services in such country, state, territory, or locality;

(iii) Employer’s liability insurance with a minimum limit in an amount not less than $1,000,000 per accident, covering bodily injury by accident, and $1,000,000 per policy covering bodily injury by disease, including death;

(iv) Commercial general liability insurance (written on an occurrence basis and including contractual and product liability insurance) in an amount not less than $1,000,000 per occurrence and a general aggregate limit of $2,000,000;

(v) Comprehensive automobile liability insurance with a combined single limit in an amount not less than $1,000,000 per accident for bodily injury and property damage liability;

(vi) Errors and omissions liability insurance with a per claim limit in an amount not less than $1,000,000 and $2,000,000 in the annual aggregate;

(vii) Environmental Liability insurance with coverage equal to $1,000,000 per occurrence and $5,000,000 in the annual aggregate; and

(viii) Umbrella/excess liability in an amount not less than $10,000,000 per occurrence and $5,000,000 in the annual aggregate.

All policies described above will be written by insurance companies rated at least A by A.M. Best’s rating service or equivalent. The commercial general liability insurance and umbrella excess liability insurance will name Purchaser as an “additional insured” by policy endorsement and will provide primary and non-contributory coverage to Purchaser for claims arising out of or in connection with this Agreement. Supplier must provide at least thirty (30) days’ Notice to Purchaser before limits or scope of coverage are materially altered or insurance is cancelled.

On or before the Effective Date, and upon Purchaser’s request thereafter, Supplier will furnish to Purchaser certificates of insurance or other appropriate documentation (including evidence of renewal of insurance) evidencing all coverages referenced in this provision. In addition, Supplier will promptly advise Purchaser in writing of any substantial reduction in insurance coverage (either in Supplier’s coverage or, if applicable, in any subcontractor’s coverage) of which Supplier becomes aware.

If Purchaser allows Supplier to use subcontractors in connection with this Agreement, Supplier must ensure that these subcontractors have insurance with the same minimum coverage limits and endorsements as required for Supplier.

6.6 Non-Conforming Products.

(a) Upon discovery by Purchaser that any Product is non-conforming to the Specifications (“Non-conforming Product”), the Non-conforming Product may be rejected by Purchaser, or, in the event that a substantial portion of the Purchase Order quantity is composed of Non-conforming Product, Purchaser may reject the entire Purchase Order, notwithstanding that Purchaser may have paid Supplier already for such Non-conforming Products, in each case subject to the processes and procedures set forth in the Quality Standards. Payment by Purchaser for any Product shall not be deemed acceptance of such Product or a waiver of any Supplier warranties or Purchaser’s remedies for Non-conforming Product.

(b) Purchaser shall be under no obligation to pay for Non-conforming Product and, without limitation to any other rights or remedies of Purchaser, Purchaser shall have the option of either (i) requiring Supplier to collect and replace the Non-conforming Product, at Supplier’s cost, or (ii) receiving a credit for the amount Purchaser paid, including shipping charges, for the Non-conforming Product. Additionally, Supplier shall pay the costs specified in Schedule 2 with respect to any Non-conforming Products.

6.7 Failure to Deliver Product.

(a) Supplier acknowledges that, without limitation to any other rights or remedies of Purchaser, Purchaser may use the services of another supplier to manufacture, package, store, sell and deliver any Products where Supplier fails to deliver Products in accordance with a confirmed Purchase Order.

(b) Supplier shall work with Purchaser to reconcile all costs related to such failure to deliver including costs to expedite shipment of the Products.

ARTICLE VII.

SUPPLIER’S GENERAL OBLIGATIONS

7.1 The Supplier shall:

(a) not subcontract the production of the Products or any part of the Products without prior notification to and written consent of Purchaser, which will not be unreasonably withheld or delayed;

(b) only employ competent persons in the manufacture, packaging and storage of any Products;

(c) provide a monthly update, or upon request, of the inventory of Products kept at Supplier’s and any subcontractor’s premises;

(d) grant Purchaser and its designees, upon reasonable advance Notice to Supplier, and not more than twice per Contract Year, reasonable access to Supplier’s facilities to inspect all production and quality-related facets of the manufacture, packaging, storage and delivery of the Products, including witnessing any tests of Products, and to audit Supplier’s compliance with its quality control and quality assurance program, subject to Purchaser’s and its designees’ compliance with Supplier’s safety and security policies and procedures provided to Purchaser prior to such inspection. Such inspections shall be conducted during Supplier’s normal business hours and in a manner to minimize disruption to Supplier’s business;

(e) perform quality control, inspection, and testing to ensure each Product meets the requirements set forth in the Specifications and the Quality Standards, complying with the qualification tests and schedules set forth in Schedule 2;

(f) provide Notice to Purchaser within twenty-four (24) hours of likely production or Delivery Schedule delays or material problems or issues that may result in Delivery Schedule delays or Supplier not being able to meet the requirements set forth in the Specifications and/or the Quality Standards;

(g) make no modifications or alterations to any Product, or to any process used in manufacturing the Product that would impact the Specifications or Quality Standards, without Purchaser’s prior written authorization; and

(h) provide Purchaser or its designee, upon Purchaser’s reasonable advance Notice to Supplier (which shall be no less than twenty (20) business days), during the Term and for five (5) years following the termination or expiration hereof, access, at a mutually agreed upon time, to audit and inspect Supplier’s books, records and other materials with respect to Supplier’s performance under this Agreement, including quality data, purchasing records (other than pricing), source of raw material information for the Products, batch records and production records identifying the source of materials used in the production of Products. Any such audit shall not be conducted more than twice per Contract Year, and shall be subject to Purchaser’s and its designees’ compliance with Supplier’s security policies and procedures provided to Purchaser prior to such audit. Such audits shall be conducted during Supplier’s normal business hours and in a manner to minimize disruption to Supplier’s business. If any audit or inspection reveals an error or irregularity in the compensation payable to Supplier hereunder, an appropriate credit or debit adjustment will be made by Supplier within 30 days after the conclusion of the audit or inspection.

ARTICLE VIII.

PRICING

8.1 Prices. Pricing for the Products as set forth in the Purchase Orders shall be determined as set forth below.

(a) Processed Steel. For products that consist of steel that is required to be processed by Supplier, Purchaser shall pay [***] a Price that is set forth on, and subject to the calculation methodologies described on, Schedule 4.

(b) Unprocessed Steel. For products that consist of steel that is not required to be processed by Supplier, Purchaser shall pay [***] a Price that is set forth on, and subject to the calculation methodologies described on Schedule 4.

(c) Services. For Services provided to Purchaser by Supplier, Purchaser shall pay the Price(s) set forth in Schedule 3.

(d) Full and Complete Compensation. The costs set forth in this Article VIII are the full and complete compensation for the Products, and include compensation for all Services, material, labor, fees, fringe benefits, insurance, profit, overhead, and taxes (except federal, state and local sales, use, value added, excise, and duty taxes, if any, which shall be invoiced by Supplier and paid by Purchaser) in connection with the sale of the Products and Services. No compensation in addition to the prices will be payable by Purchaser.

8.2 Annual Cost Savings.

Purchaser and Supplier will work together in good faith to support the investigation of cost saving initiatives through projects to be mutually defined, quantified, and agreed to between the Parties. To the extent that cost saving initiatives are identified, the Parties will work together to determine the appropriate sharing of any cost savings realized from initiatives that are executed upon.

ARTICLE IX.

PAYMENT/INVOICING.

9.1 Payment/Invoicing. Supplier shall invoice Purchaser for Products delivered and Services provided to Purchaser. Purchaser shall pay undisputed portions of properly documented invoices to the Supplier within the applicable number of days set forth on Schedule 1 after the date of the invoice from Supplier (provided, that the invoice is sent to Purchaser on, or immediately after, the invoice date). Supplier shall include the following references in each invoice provided to Purchaser: invoice number, invoice date, delivery terms, Purchaser purchase order number, Purchaser material number, billed quantity, price, and net amount due. If Purchaser disputes any portion of an invoice, Purchaser will provide Notice to Supplier within the earlier of (a) thirty (30) days following its receipt of the invoice and (b) the date upon which payment is due (as calculated based upon the applicable payment terms set forth in Schedule 4), indicating the reason that Purchaser is withholding any amount, and will pay the undisputed portion of the invoice. Any invoice submitted to Purchaser without the required documentation will be unpaid by the Purchaser and Supplier is expected to resubmit such invoice. Such improperly documented invoices shall not be considered “received” by Purchaser for purposes of this Agreement until it is properly documented. The Parties will resolve any invoice or payment dispute in accordance with Section 18.9.

ARTICLE X.

PRODUCT RECALL

In the event that any of the Purchaser’s products are withdrawn or recalled for any reason, and such withdrawal or recall is directly related to the Products as delivered to the Purchaser, the Supplier shall:

(a) provide all cooperation reasonably requested by Purchaser at the Supplier’s expense; and

(b) if the Product is withdrawn or recalled as a result of an act or omission of the Supplier resulting in a Product defect or as a result of the Supplier’s non-compliance with this Agreement, and without limiting any other rights or remedies Purchaser may have under this Agreement, Supplier will reimburse Purchaser for all reasonable and documented out-of-pocket costs incurred by Purchaser in relation to the storage, freight, withdrawal from sale and destruction of the Products (as the case may be) within 30 Business Days of written demand by Purchaser; provided that Purchaser shall use commercially reasonable efforts to mitigate such costs.

ARTICLE XI.

FORCE MAJEURE

11.1 Notice and Suspension of Obligations.

(a) If a Party to this Agreement is affected, or likely to be affected, by a Force Majeure Event, then that Party shall give the other Party prompt Notice of that fact including:

(i) full particulars of the Force Majeure Event;

(ii) an estimate of its likely duration;

(iii) the obligations potentially affected by the Force Majeure Event and the extent of its effect on those obligations; and

(iv) the written steps and actions to be taken to rectify the Force Majeure Event.

(b) The obligations under this Agreement of the Party giving the Notice (excluding any obligations to make a payment due hereunder) will be suspended to the extent to which they are affected by the relevant Force Majeure Event as long as the Force Majeure Event continues.

11.2 Effort to Overcome. A Party affected by a Force Majeure Event shall exercise due diligence to remove, overcome, and to minimize, the effects of that Force Majeure Event as quickly as reasonably possible and shall continue to perform its obligations hereunder to the extent not affected by the Force Majeure Event.

11.3 Alternative Supply. During any period in which Supplier is not performing its obligations under this Agreement due to a claimed Force Majeure Event, Purchaser may (but need not) obtain alternate supplies of Products, without incurring any liability. Purchaser shall not be obligated to purchase additional or “make-up” quantities of products ordered but not delivered due to a Force Majeure Event.

11.4 Termination Arising from Force Majeure Event. If Supplier’s ability to perform is delayed or prevented, in whole or in part, for a period of 45 consecutive days as a result of a Force Majeure Event, then Purchaser shall have the right to terminate this Agreement and/or any outstanding Purchase Orders (in whole or in part) with immediate effect and no further obligation or liability to Purchaser.

ARTICLE XII.

PURCHASER INTELLECTUAL PROPERTY

12.1 Background Intellectual Property. Except as otherwise provided in Section 12.3, each Party shall retain all right, title and interest in and to all materials, formulae, documentation, processes, technical ideas, concepts, know-how, inventions, discoveries, improvements, works of authorship, techniques and other intellectual property rights created, conceived or developed by or for, or licensed to, that party prior to the Effective Date whether or not used in connection with the Agreement.

12.2 License Grant. Subject to the terms and conditions of this Agreement, Purchaser hereby grants Supplier, during the term of this Agreement, a limited, revocable, royalty-free, nontransferable (except in connection with a permitted assignment under Section 18.3), non-sublicensable license to use the Purchaser Intellectual Property to the extent necessary for Supplier to manufacture and supply Products to Purchaser and otherwise perform its obligations under this Agreement.

12.3 Ownership. Any improvements or modifications to the Purchaser Process Technology, the Products or any other proprietary technologies or product designs provided by Purchaser hereunder shall be owned by Purchaser, regardless of creator. Without limiting the foregoing, in the event Supplier provides services to Purchaser hereunder that result in the conception, creation or reduction to practice by Supplier, solely or in collaboration with others, of writings, software, drawings, designs, copyrightable material, mask works, inventions, improvements, developments or discoveries which are derived from or relate in any manner to the Products, the Purchaser Process Technology or any Purchaser Intellectual Property (“Enhancements”), such Enhancements and all intellectual property rights therein shall be the sole property of Purchaser, regardless of creator. Supplier shall provide Purchaser with prompt written notice of any Enhancements conceived, developed or reduced to practice by or on behalf of Supplier. Supplier hereby assigns to Purchaser any and all right, title and interest, including all intellectual property rights, Supplier has in, to and under all Enhancements.

12.4 Further Assurances. Supplier agrees to execute, and shall cause Supplier’s employees, agents and subcontractors to execute, any documents or take any other actions as may reasonably be necessary, or as Purchaser may reasonably request, to evidence, perfect, maintain and enforce Purchaser’s rights as set forth in Section 12.3, whether during the term of this Agreement or thereafter. The assignment of the intellectual property and other proprietary rights of Supplier and its employees, agents and subcontractors to Purchaser is royalty-free, absolute, irrevocable and perpetual.

ARTICLE XIII.

WARRANTIES

13.1 Warranties.

(a) Each Party warrants that it shall comply with all laws, rules, regulations and ordinances applicable to such Party’s performance under this Agreement;

(b) Each Party warrants that it now holds and shall continue to maintain in good standing and comply with all governmental licenses, permits and approvals (including but not limited to environmental permits), necessary for such Party’s performance under this Agreement;

(c) Supplier warrants that title to all Products delivered under this Agreement will be good, and free and clear of all liens and encumbrances;

(d) Supplier warrants that all Products delivered under this Agreement shall (A) conform to the Specifications and the Quality Standards; (B) be free of defects in design (except to the extent the design is provided or specified by Purchaser), workmanship and material, and (C) be of merchantable quality; and

(e) Supplier warrants that all Services shall be provided in a workmanlike manner, consistent with generally accepted industry and professional standards applicable to the Services being performed.

13.2 Reliance on Warranties. Each Party acknowledges that it has executed this Agreement and agreed to take part in the transactions that this Agreement contemplates in reliance on the representations and warranties that are made by the other Party in this Agreement.

13.3 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 13.1, SUPPLIER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMISSIBLE BY LAW ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE NATURE OR STANDARD OF THE SERVICES OR PRODUCTS WHICH SUPPLIER MAY PROVIDE HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

ARTICLE XIV.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER SUPPLIER NOR PURCHASER SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES

OR ANY LOST PROFITS OR DAMAGES CALCULATED BASED ON A MULTIPLE OF PROFITS, REVENUE OR ANY OTHER FINANCIAL METRICS IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. FOR THE AVOIDANCE OF, AMOUNTS PAYABLE PURSUANT TO ARTICLE XV WITH RESPECT TO THE INDEMNIFICATION FROM AND AGAINST THIRD PARTY CLAIMS SHALL BE CONSIDERED COMPENSATORY DAMAGES, AND NOT SUBJECT TO THIS LIMITATION OF LIABILITY.

ARTICLE XV.

INDEMNIFICATION

15.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold harmless Purchaser and its Affiliates (and its and their respective directors, officers, employees, attorneys, agents and assigns) from and against all claims, liabilities, costs, losses, damages and expenses, including reasonable attorneys’ fees, that are incurred by them in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:

(a) Any material breach by Supplier of any of the terms or provisions of this Agreement, including the warranties in Section 13.1;

(b) Any manufacturing defects in the Products as delivered to Purchaser hereunder; or

15.2 Indemnification by Purchaser. Purchaser shall indemnify, defend and hold harmless Supplier and its Affiliates (and its and their respective directors, officers, employees, attorneys, agents and assigns) from and against all claims, liabilities, costs, losses, damages and expenses, including reasonable attorneys’ fees, that are incurred by them in connection with a third-party claim or action, in each case, that arises from or is attributable to any of the following:

(a) Purchaser’s material breach of any of the terms or provisions of this Agreement including the warranties in Section 13.1;

(b) a design defect in the Products arising from Supplier’s compliance with the Specifications; or

ARTICLE XVI.

TERMINATION

16.1 Breach. If Supplier commits a material breach of any term of this Agreement and fails to remedy that breach within thirty (30) days after receiving Notice from Purchaser specifying the default and requiring the default to be remedied, then Purchaser may terminate this Agreement and any outstanding Purchase Orders and pursue such additional rights and remedies available hereunder at law or in equity. If Purchaser fails to pay any undisputed amounts that are due to Supplier hereunder and fails to cure such non-payment within ten (10) business days following Purchaser’s receipt of written Notice of such non-payment from Supplier, then Supplier may terminate this Agreement and any outstanding unpaid Purchase Orders and pursue such additional rights and remedies available hereunder at law or in equity.

16.2 Change of Control. Supplier shall notify Purchaser promptly of any material change in its ownership. “Material change” means (i) the direct or indirect acquisition after the Effective Date by any individual (or group of individuals acting in concert), corporation, company, association, joint venture or other entity, of beneficial ownership of fifty percent (50%) or more of the voting securities of Supplier; or (ii) the consummation by Supplier of the sale or other disposition of all or substantially all of the assets of Supplier. Upon receiving Notice of a material change, Purchaser may, in its sole discretion, terminate this Agreement without any fee, charge or other payment. Termination shall be effective upon Supplier’s receipt of Purchaser’s written Notice of termination.

16.3 Without Cause and For Convenience. Purchaser may terminate this Agreement without liability at any time, with or without cause, upon one hundred eighty (180) days’ prior written Notice to the Supplier. In such event, Supplier will support transition of the services hereunder to Purchaser or its designated supplier for a period of one hundred eighty (180) days following termination and support Purchaser with the same urgency and priority as provided in this Agreement from Notice through completion of such transition period. In the event of a termination under this Section 16.3, Purchaser shall be responsible to pay for (i) inventories of Products, produced in accordance with the applicable Purchase Order, if such items were produced prior to Notice being given to Supplier under this Section 16.3, and (ii) raw materials on hand, in-transit (to or from the Supplier’s facility), and/or on order with the relevant mill source, as well as and any documented incremental costs associated with established mill contracts with previously committed volumes as set forth in Schedule 4, but only to the extent it is reasonably necessary for Supplier to cancel or alter such mill contracts as a direct result of a termination under this Section 16.3 (provided, that in each case Supplier has used commercially reasonable efforts to cancel such orders and otherwise mitigate the cost impact of canceling or altering such mill contracts) prior to Notice being given to Supplier under this Section 16.3. Payments under this Section 16.3 shall be paid in accordance with the standard payment terms set forth in Article IX hereof.

16.4 Post-Termination Obligations. Termination will not affect any rights either Party may have with respect to any Products or Services ordered before termination (unless the applicable Purchase Order is also terminated in accordance with this Agreement), any pending dispute, or any rights either Party may have with respect to any default by the other Party before termination.

ARTICLE XVII.

CONFIDENTIALITY

17.1 Confidential Information. All proprietary or confidential information, written or oral, furnished, directly or indirectly, by a Party (“Discloser”) or the Discloser’s Affiliates and its and their directors, officers, employees, agents or representatives (collectively, “Representatives”), to the other Party (“Recipient”) or Recipient’s Representatives in connection with this Agreement and all Schedules hereto shall be considered Discloser’s “Confidential Information.” For the avoidance of doubt, Purchaser’s Confidential Information shall include, without limitation, the Specifications, the Quality Standards, trade secrets, know-how, process information, volumes, customer lists, suppliers, sales and financial data, marketing information, product lines, samples, designs, prototypes, derivations or improvements, software, equipment configurations, methods of manufacture and distribution, methods of business operation, technical

information, and prices, which have been or may be developed by or for Purchaser, as well as any proprietary technical or business information of third parties that is made available by or on behalf of Purchaser to Supplier in connection with this Agreement. Notwithstanding the foregoing, the following shall not be considered Discloser’s Confidential Information: (a) information which is or becomes publicly available other than as a result of a disclosure by Recipient or Recipient’s Representatives; (b) information which is or becomes available to Recipient on a nonconfidential basis from a source which, to the best of Recipient’s knowledge after due inquiry, is not prohibited from disclosing such information to Recipient by a legal, contractual or fiduciary obligation to Discloser; (c) information that is known to Recipient at the time of receipt from Discloser from a source which, to the best of Recipient’s knowledge after due inquiry, is not prohibited from disclosing such information to Recipient by a legal, contractual or fiduciary obligation to Discloser; (d) as evidenced by written records, information which is independently developed by Recipient or Recipient’s Representatives without use of or reference to Discloser’s Confidential Information; or (e) information that is disclosed by Discloser to the general public. Disclosing Party’s Confidential Information shall not become non-confidential as a result of being included in documents that also contain non-Confidential Information. Discloser’s Confidential Information shall include all tangible and electronic copies of Discloser’s Confidential Information.

17.2 Nondisclosure Obligation. Recipient hereby agrees that Recipient and Recipient’s Representatives (a) will keep the Discloser’s Confidential Information confidential and will not (except as required by applicable law, regulation or legal process, and only after compliance with Section 17.3 below), without Discloser’s prior written consent, disclose any of Discloser’s Confidential Information in any manner whatsoever, and (b) will not use any of Discloser’s Confidential Information other than in connection with its performance and/or obligations under this Agreement and the applicable Purchase Order and the enforcement of its terms. Recipient further agrees to provide access to Discloser’s Confidential Information only to those of Recipient’s Representatives who have a “need to know” such information. Recipient shall inform all of Recipient’s Representatives who have access to Discloser’s Confidential Information of the confidential nature of the Discloser’s Confidential Information and will cause Recipient’s Representatives to observe the confidentiality terms of this Agreement. Recipient hereby agrees to be responsible for any breach of this Agreement by any of Recipient’s Representatives. The Recipient’s nondisclosure obligations hereunder shall remain in effect during the Term of this Agreement and for a period of five (5) years thereafter, or for any Trade Secret (as defined in Ohio Revised Code Section 1333.61 and any successor statute thereto), for so long as such information remains a Trade Secret under such law.

17.3 Legally Compelled Disclosures. In the event that Recipient or any of its Representatives are requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Discloser’s Confidential Information, Recipient will notify Discloser promptly so that Discloser may seek a protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, Recipient will furnish only that portion of the Discloser’s Confidential Information which Recipient is advised by counsel is legally required.

17.4 Equitable Remedies. The Parties acknowledge that their failure to comply with the provisions of this Article XVII may cause irreparable harm and damage to the other Party for

which no adequate remedy may be available at law. Accordingly, the Parties agree that upon a breach by a Party of such provisions, the non-breaching Party may, at its option, enforce the obligations of the breaching Party under this Article XVII by seeking equitable remedies in a court of competent jurisdiction without an obligation to post a bond or other security.

17.5 Return of Information. Discloser may, for any reason, at any time and from time to time, deliver a written request to Recipient for the return or destruction of all, or a portion, of the Discloser’s Confidential Information in the possession of Recipient or Recipient’s Representatives. Upon receiving such written request from Discloser, (a) Recipient shall promptly, but in no event more than seven (7) business days after receipt of Discloser’s written request, destroy, or deliver to Discloser at Recipient’s own expense, all of Discloser’s Confidential Information that is the subject of Discloser’s request, and any copies thereof, in Recipient’s or Recipient’s Representatives’ possession and (b) neither Recipient nor any of Recipient’s Representatives shall retain any copies thereof, other than as required to comply with applicable law, rules, regulations or a bona fide document retention policy or perform its obligations under this Agreement. Any oral Confidential Information will continue to be subject to the terms of this Agreement.

ARTICLE XVIII.

GENERAL

18.1 Counterparts; Entire Agreement; Corporate Power.

(i) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement or any other Ancillary Agreement, this Agreement shall control.

(b) Each Party represents on behalf of itself and each other member of its Group as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

18.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance and remedies.

18.3 Assignability. Neither Party may assign or delegate any of its rights or obligations under this Agreement without the other Party’s prior written consent; provided, however, that Purchaser may assign this Agreement to an Affiliate without Supplier’s prior written consent.

18.4 Third-Party Beneficiaries. Except for the provisions of Article XIV of this Agreement: (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of a Party) except the Parties any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third Person (including, without limitation, any shareholders of the Parties) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

18.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 18.5):

If to Purchaser, to:

[***]

If to Supplier, to:

[***]

Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

18.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

18.7 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

18.8 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement, or any other Ancillary Agreement, shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

18.9 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

18.10 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement, or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement may be amended, modified or abandoned by and in the sole and absolute discretion of the Purchaser Board without the approval of any Person, including Worthington Steel or Purchaser.

18.11 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement, the Separation Agreement, or any other Ancillary Agreements. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

18.12 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of Purchaser or Supplier, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Purchaser or Supplier, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of Purchaser or Supplier, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

18.13 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

18.14 Survival. Termination or expiration of this Agreement shall not release either Party from obligations that, either expressly or by their nature, survive such termination or expiration, including, for avoidance of doubt, Sections 1.1, 12.3, 12.4, 13.3, Article XIV, Article XV, 16.4, Article XVII and Article XVIII.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


WORTHINGTON INDUSTRIES, INC.

By:		/s/ Joseph B. Hayek
Name: Title:		Joseph B. Hayek Vice President

WORTHINGTON STEEL, INC.

By:		/s/ Timothy A. Adams
Name: Title:		Timothy A. Adams Vice President

Exhibit 10.7

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of this day of , 20 , by and between Worthington Steel, Inc., an Ohio corporation (the “Company”), and , an individual (“Indemnitee”).

Recitals

A. The code of regulations (as amended, the “Regulations”) of the Company provide for the indemnification of the directors and officers of the Company as set forth therein.

B. The Regulations and Ohio General Corporation Law, as amended (the “OGCL”), permit agreements between the Company and the directors and officers of the Company with respect to indemnification of such directors and officers.

C. In accordance with the Regulations and the OGCL, the Company may purchase and maintain a policy or policies of directors’ and officers’ liability insurance covering certain liabilities that may be incurred by its directors and officers in the performance of their obligations to the Company.

D. The Company recognizes that capable and qualified individuals are becoming increasingly reluctant to serve as directors and officers of public corporations as a result of the recent and ongoing enactment of statutes and regulations pertaining to directors’ and officers’ responsibilities and the increasing risk of lawsuits against directors and officers in the current corporate climate in the United States, unless such individuals are provided with more certain and secure protection against exposure to unreasonable personal risk arising from their service and activities on behalf of a corporation.

E. The Company believes that individuals recruited to serve on the boards of and as officers of public corporations generally are more likely to agree to provide services to corporations that provide for separate indemnification agreements with their directors and officers because, unlike indemnification provisions contained in the articles of incorporation or the regulations of a corporation or state statutory provisions, the indemnification provisions contained in a separate agreement may not be amended or rescinded without the consent of the director or officer who is a party to the agreement.

F. The Company recognizes that it is in the best interests of the Company and its shareholders to attract and retain capable and qualified individuals to serve on its Board of Directors (the “Board”) and as management of the Company and to enable such directors and officers to exercise their independent business judgment in their capacities as directors and officers without being affected by the threat of exposure to unreasonable personal risk.

G. To induce Indemnitee to serve and/or continue to serve as a director or an officer of the Company, the Company desires Indemnitee to be indemnified and advanced expenses as set forth herein.

Agreement

In consideration of Indemnitee’s service as a director or officer of the Company after the date hereof, the Company and Indemnitee hereby agree as follows:

1. Certain Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth below:

“Affiliate” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act (or any successor rule thereto).

“Change in Control” shall be deemed to have occurred if either of the following events occur:

(a) Other than as approved in advance by a three-fourths (3/4) vote of the Whole Board, a Business Combination (as such term is defined in Article Seventh of the Company’s Amended Articles of Incorporation as in effect on the date of this Agreement); or

(b) During any period of two consecutive years, individuals who at the beginning of such period were members of the Board or thereafter were appointed by the Board or nominated by the Board for election by the Company’s shareholders by a three-fourths (3/4) vote of the directors then still in office, cease for any reason to constitute a majority of the members of the Board.

“Corporate Status” means the fact that a person is or was a director or officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, agent, fiduciary, partner, member or manager of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise. A Proceeding shall be deemed to have been brought by reason of a person’s “Corporate Status” if it is brought because of the status described in the preceding sentence or because of any action or inaction on the part of such person in connection with such status.

“Disinterested Director” means a director of the Company who is not and was not a party to or threatened with a Proceeding in respect of which indemnification is sought by Indemnitee.

“Exchange Act” means the Securities Exchange Act of 1934, as amended (or any successor thereto).

“Expenses” shall include all reasonable attorneys’ fees, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel and deposition costs, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with (a) prosecuting, defending, preparing to prosecute or defend, investigating, settling or appealing a Proceeding (including the cost of any appeal bond or its equivalent), (b) for purposes of Section 2.1 only, being prepared to be a witness or otherwise participating in a Proceeding or (c) enforcing a right under this Agreement (including any right to indemnification or advancement of expenses under this Agreement).

“Independent Counsel” means an attorney, or a firm having associated with it an attorney, who neither currently is nor in the past five years has been retained by or performed services for the Company or any Subsidiary of the Company or any person to be indemnified by the Company.

“Proceeding” includes any threatened, pending or completed action, suit, arbitration or other alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative, in which Indemnitee was, is or would be involved as a party or otherwise (including, without limitation, as a witness) by reason of Indemnitee’s Corporate Status, including one pending on or before the date of this Agreement, but excluding (a) one initiated by Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee’s rights under this Agreement

unless such action follows a Change in Control and, with respect to directors only, (b) one in which the only liability asserted is pursuant to Section 1701.95 of the OGCL. For purposes of this definition, the term “threatened” shall be deemed to include, but not be limited to, Indemnitee’s good faith belief that a claim or other assertion may lead to initiation of a Proceeding.

“Reviewing Party” means the person, persons or entity selected to make the determination of the entitlement to indemnification pursuant to Section 5 hereof.

“Subsidiary” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act (or any successor rule thereto).

“Whole Board” means the total number of directors which the Company would have if there were no vacancies.

2. Indemnification.

2.1 Proceedings not by or in Right of Company. The Company hereby agrees to hold harmless and indemnify Indemnitee to the greatest extent permitted by Ohio law, including but not limited to the provisions of the OGCL as such may be amended from time to time, if Indemnitee was or is a party, witness or other participant, or is threatened to be made a party, witness or other participant, to any Proceeding, other than a Proceeding by or in the right of the Company, against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

2.2 Proceedings by or in Right of Company. The Company hereby agrees to hold harmless and indemnify Indemnitee to the greatest extent permitted by Ohio law, including but not limited to the provisions of the OGCL as such may be amended from time to time, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be paid in respect of (a) any claim, issue or matter asserted in a Proceeding by or in the right of the Company as to which Indemnitee shall have been adjudged to be liable to the Company for an act or omission by Indemnitee in Indemnitee’s capacity as a director or officer of the Company with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company, or with respect to directors only, (b) any Proceeding by or in the right of the Company in which the only liability is asserted pursuant to Section 1701.95 of the OGCL against Indemnitee, in each case, unless and only to the extent that the Franklin County Court of Common Pleas of the State of Ohio or the court of competent jurisdiction in which such Proceeding is brought shall determine, upon application of either Indemnitee or the Company, that, despite the adjudication or assertion of such liability, and in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnity as such court shall deem proper.

2.3 Indemnification for Expenses of an Indemnitee who is Wholly or Partly Successful. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 2.1 or Section 2.2 of this Agreement, or in defense of any claim, issue or matter in such Proceeding, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding.

2.4 Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

3. Advancement of Expenses.

3.1 Pre-Disposition Advancement. The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with defending any Proceeding prior to the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of Indemnitee in which Indemnitee agrees to do both of the following: (a) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (b) reasonably cooperate with the Company concerning the Proceeding. Any advances and undertakings to repay pursuant to this Section 3.1 shall not be secured, shall not bear interest and shall provide that, if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law with respect to such Proceeding, Indemnitee shall not be required to reimburse the Company for any advancement of Expenses in respect of such Proceeding until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

3.2 Request for Advancement. Any advancement of Expenses pursuant to Section 3.1 hereof shall be made within 30 days after the receipt by the Company of a written statement from Indemnitee requesting such advancement from time to time and accompanied by or preceded by the undertaking referred to in Section 3.1 above. Each statement requesting advancement shall reasonably evidence the Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding for which advancement is being sought.

4. Contribution in the Event of Joint Liability. To the fullest extent authorized or permitted under applicable law, if the indemnification provided in this Agreement is not available for any reason whatsoever, then, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company, on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of the Company, on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations that applicable law may require to be considered. The relative fault of the Company, on the one hand, and Indemnitee, on the other hand,

shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

5. Procedures and Presumptions for Determination of Entitlement to Indemnification.

5.1 Timing of Payments. All payments of Expenses, judgments, fines, amounts paid in settlement and other amounts by the Company to Indemnitee pursuant to this Agreement shall be made as soon as practicable after written demand therefor by Indemnitee is presented to the Company, but in no event later than (a) 30 days after such demand is presented or (b) such later date as may be permitted for the determination of entitlement to indemnification pursuant to Section 5.7 hereof, if applicable; provided, however, that advances of Expenses shall be made within the time period provided in Section 3.2 hereof.

5.2 Request for Indemnification. Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

5.3 Reviewing Party. Unless ordered by a court, upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 5.2 hereof, to the extent that Indemnitee’s entitlement to such indemnification is governed by Section 2.1 or Section 2.2 of this Agreement, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case as follows: (a) if a Change in Control shall have occurred, as provided in Section 12 of this Agreement; and (b) if a Change in Control shall not have occurred, by one of the following methods: (i) by a majority vote of a quorum consisting of directors who are Disinterested Directors; or (ii) if such a quorum of Disinterested Directors is not available or if a majority vote of a quorum of Disinterested Directors so directs, in a written opinion by Independent Counsel (designated for such purpose by the Board).

5.4 Determination by Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5.3 hereof, the Independent Counsel shall be selected as provided in this Section 5.4. The Independent Counsel shall be selected by the Board, and the Company shall promptly give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within ten days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has ruled against such objection. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 5.2 hereof, no Independent Counsel shall have been selected or an Independent Counsel shall have been selected but an objection thereto shall have been properly made and remained unresolved, either

the Company or Indemnitee may petition the Franklin County Court of Common Pleas of the State of Ohio or other court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.3 hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 5.3 hereof.

5.5 Burden of Proof. In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence. In making a determination with respect to entitlement to indemnification hereunder which under this Agreement or applicable law requires a determination of Indemnitee’s good faith and/or whether Indemnitee acted in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, if Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful, the Reviewing Party shall presume that (a) Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and (b) with respect to any criminal Proceeding, that Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence. Indemnitee in Indemnitee’s capacity as a director or officer of the Company shall be deemed to have acted in good faith if Indemnitee’s action or inaction is based on Indemnitee’s reliance on information, opinions, reports or statements, including financial statements and other financial data, that were prepared or presented by (i) one or more directors, officers or employees of the Company who Indemnitee reasonably believes are reliable and competent in the matters prepared or presented; (ii) counsel, public accountants or other persons as to matters that Indemnitee reasonably believes are within the person’s professional or expert competence; or (iii) a committee of the Board upon which Indemnitee does not serve, duly established in accordance with a provision of the Company’s Regulations, as to matters within its designated authority, which committee Indemnitee reasonably believes to merit confidence. In addition, the knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

5.6 No Presumption in Absence of Determination or as Result of Adverse Determination. Neither the failure of any Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination under this Agreement or applicable law that Indemnitee should be indemnified under this Agreement, shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

5.7 Timing of Determination. If the Reviewing Party shall not have made a determination within 30 days after receipt by the Company of the request therefor (the “Determination Period”), the requisite determination of entitlement to indemnification shall be

deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (a) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (b) a prohibition of such indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional 45 days, if the Reviewing Party in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto; provided, further, however, that if the determination is to be made by Independent Counsel as the Reviewing Party, such 30-day period shall be deemed to commence after a final appointment of Independent Counsel has been made pursuant to the provisions of Section 5.4 hereof; and provided, further, however, that the Company shall not be required to make a determination of entitlement to indemnification until, if applicable, the final disposition of the Proceeding, including the exhaustion of all appeals.

5.8 Cooperation. Indemnitee shall cooperate with the Reviewing Party with respect to Indemnitee’s entitlement to indemnification, including providing to such Reviewing Party upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. The Reviewing Party shall act reasonably and in good faith in making a determination under this Agreement of Indemnitee’s entitlement to indemnification.

6. Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of directors’ and officers’ liability insurance with one or more reputable insurance companies. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionately high compared to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company shall promptly notify Indemnitee of any such determination not to provide insurance coverage. In the event that the Company does maintain such insurance for the benefit of Indemnitee, the right to indemnification and advancement of Expenses as provided herein shall apply only to the extent that Indemnitee has not been indemnified and actually reimbursed pursuant to such insurance or otherwise has not had Expenses advanced in accordance with the terms of such insurance. To the extent the Company determines not to maintain such insurance for the benefit of Indemnitee, the Company shall be deemed to be self-insured within the meaning of Section 1701.13(E)(7) of the OGCL and shall, in addition to Indemnitee’s other rights hereunder, provide protection to Indemnitee similar to that which would have been available to Indemnitee under such insurance.

7. Remedies of Indemnitee Relating to Indemnification and Advancement of Expenses.

7.1 Judicial Remedy. In the event that (a) a determination is made pursuant to Section 5 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Section 3.2 of this Agreement, (c) no determination of entitlement to indemnification shall have been made within the time period specified in Section 5.7 of this Agreement, or (d) payment of indemnified amounts is not made within the applicable time periods specified in Section 5.1 of this Agreement,

Indemnitee shall thereafter be entitled under this Agreement to commence a proceeding in the Franklin County Court of Common Pleas of the State of Ohio, or in any other court of competent jurisdiction, seeking an adjudication of Indemnitee’s entitlement to such indemnification or advancement of Expenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication.

7.2 Standard of Review. In the event that a determination shall have been made pursuant to Section 5 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo review on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination under Section 5 of this Agreement.

7.3 Company Bound by Determination. If a determination shall have been made pursuant to Section 5 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (a) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not misleading, in connection with the request for indemnification or (b) a prohibition of such indemnification under applicable law.

7.4 Agreement Valid. Both the Company and Indemnitee shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company and Indemnitee are bound by all the provisions of this Agreement.

7.5 Expenses of Judicial Determination. In the event that Indemnitee commences a proceeding pursuant to this Section 7 to enforce a right of Indemnitee under this Agreement, then, to the extent that Indemnitee is successful on the merits or otherwise in such proceeding, or in connection with any claim, issue or matter therein, Indemnitee shall be indemnified by the Company against Expenses actually and reasonably incurred by Indemnitee in connection with such proceeding. Indemnitee may commence litigation against the Company in the Franklin County Court of Common Pleas of the State of Ohio to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (a) a determination is made pursuant to Section 5 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (b) the Company does not advance Expenses pursuant to Section 3 of this Agreement, (c) the determination of entitlement to indemnification is not made pursuant to Section 5 of this Agreement within the Determination Period, (d) the Company does not indemnify Indemnitee pursuant to Section 2 of this Agreement within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, or (e) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder.

8. Exceptions to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement:

8.1 Claim by Indemnitee. With respect to any claim (whether an original claim, counterclaim, cross-claim or third party claim) brought or made by Indemnitee in a Proceeding, unless the bringing or making of such claim shall have been approved or ratified by the Board, or been joined by the Company; provided, however, that the foregoing shall not apply to any claim brought or made by Indemnitee to enforce a right of Indemnitee under this Agreement, the

Amended Articles of Incorporation, the Regulations, or a policy of insurance maintained by the Company for the benefit of Indemnitee, including a claim initiated pursuant to Section 7 of this Agreement.

8.2 Bad Faith or Frivolous Defenses. For Expenses incurred by Indemnitee with respect to any action instituted by or in the name of the Company against Indemnitee, if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that each of the material defenses asserted by Indemnitee was made in bad faith or was frivolous.

8.3 Accounting of Profits and Company Reimbursements. For (a) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, (b) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (c) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act.

8.4 Unlawful Payment. For Expenses and other liabilities if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that the Company is prohibited by applicable law from making such indemnification payment or that such indemnification payment is otherwise unlawful.

9. Notification and Defense of Claim.

9.1 Notification. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

9.2 Defense of Claim. With respect to any Proceeding (other than a Proceeding brought by or in the right of the Company) as to which Indemnitee notifies the Company of the commencement thereof:

(a) The Company may participate therein at its own expense; and

(b) After notice from the Company to Indemnitee of the Company’s election to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof unless (i) the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company (or any

other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding.

10. Duration of Agreement. All agreements and obligations of the Company and Indemnitee contained herein shall continue during the period Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as a director, trustee, officer, employee, agent, fiduciary, partner, member or manager of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject under applicable law to the assertion of any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.

11. Miscellaneous.

11.1 No Agreement for Continued Service. With respect to directors, nothing contained in this Agreement shall be construed as giving Indemnitee any right to continue to serve as a director of the Company or to be retained in the employment of the Company or any of its Subsidiaries or Affiliates. With respect to officers, nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employment of the Company or any of its Subsidiaries or Affiliates.

11.2 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Company and Indemnitee in respect of its subject matter and supersedes all prior understandings, agreements and representations by or between the Company and Indemnitee, written or oral, to the extent they relate in any way to the subject matter hereof.

11.3 Successors. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the Company and Indemnitee and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

11.4 Assignment. Neither the Company nor Indemnitee may assign either this Agreement or any of its, his or her rights, interests or obligations hereunder without the prior written approval of the other; provided, however, that the Company may assign all (but not less than all) of the Company’s rights, interests and obligations hereunder to any direct or indirect successor to all or substantially all of the business or assets of the Company by purchase, merger, consolidation or otherwise but in no such event shall the Company cease to be primarily responsible for the satisfaction of its obligations hereunder.

11.5 Merger or Consolidation. In the event that the Company shall be a constituent corporation in a consolidation, merger or other reorganization, the Company, if it shall not be the surviving, resulting or acquiring entity therein, shall require as a condition thereto that the surviving, resulting or acquiring entity agree to assume all of the obligations of the Company hereunder and to indemnify Indemnitee to the full extent provided herein. Whether or not the Company is the resulting, surviving or acquiring entity in any such transaction, Indemnitee shall also stand in the same position under this Agreement with respect to the resulting, surviving or acquiring entity as Indemnitee would have with respect to the Company if the Company’s separate existence had continued.

11.6 Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if (and then three business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to the Company:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, Ohio 43085

Attention: Michaune D. Tillman

Vice President - General Counsel

E-Mail Address: Michaune.Tillman@worthingtonsteel.com

with a copy (which shall not constitute notice) to:

Vorys, Sater, Seymour and Pease LLP

52 East Gay Street

Columbus, Ohio 43215

Attention: Chadwick P. Reynolds, Esq.

E-Mail Address: cpreynolds@vorys.com

If to Indemnitee:

[Name]

[Address]

E-Mail Address:

Either party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address or electronic mail address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party may change the address or electronic mail address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

11.7 Specific Performance. Each of the Company and Indemnitee acknowledges and agrees that the other would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having

jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled at law or in equity.

11.8 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

11.9 Governing Law. This Agreement and the performance of the parties’ obligations hereunder shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice of law principles.

11.10 Amendments and Waivers. No amendment, modification, replacement, termination or cancellation of any provision of this Agreement will be valid, unless the same is in writing and signed by the parties. No waiver by either party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence.

11.11 Nonexclusivity of Rights; Survival of Rights; Severability.

(a) The rights provided by this Agreement (including rights to indemnification, advancement of Expenses and contribution) (i) shall not be exclusive of, and shall be in addition to, any other rights to indemnification, advancement of expenses or contribution to which Indemnitee may at any time be entitled under the Amended Articles of Incorporation or the Regulations of the Company, applicable law (including the OGCL), any insurance policy, agreement, vote of shareholders or Disinterested Directors or otherwise, as to any actions or failures to act by Indemnitee, (ii) shall continue pursuant to Section 10 of this Agreement after Indemnitee has ceased to be a director or officer of the Company and (iii) shall inure to the benefit of Indemnitee’s heirs, executors, administrators and personal representatives. In the event of any changes, after the date of this Agreement, in any applicable law which expands the right of the Company to indemnify a member of its Board or any of the Company’s officers, such changes shall be deemed to be within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any changes in any applicable law which narrows the right of the Company to indemnify a member of its Board or any of the Company’s officers, such changes, to the extent not otherwise required by applicable law to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof; provided, however, that if any provision of this Agreement, as applied to any party or to any circumstance, is adjudged by a court, arbitrator or mediator not to be enforceable in accordance with its terms, the parties agree that the court, arbitrator or mediator making such determination shall have the power to modify the provision in a manner consistent with its objectives (and only to the extent necessary) such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced.

11.12 Subrogation; No Duplicative Payments.

(a) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

(b) The Company shall not be liable to make any payment under this Agreement to Indemnitee if and to the extent that Indemnitee has actually received payment under any insurance policy, contract, the Amended Articles of Incorporation or the Regulations of the Company or otherwise of the amounts otherwise payable hereunder.

11.13 Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear its, his or her own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.

11.14 Construction. If any provision of this Agreement should be deemed to exceed the authority granted to the Company by Ohio law in effect as of the date hereof, then such provision shall be deemed to be amended to the extent (and only to the extent) necessary to comply with Ohio law. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any federal, state, local or foreign law shall be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes” and “including” shall be deemed to be followed by “without limitation.” Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty and covenant contained herein will have independent significance. If either party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

11.15 Remedies. Except as expressly provided herein, the rights and remedies created by this Agreement are cumulative and in addition to any other rights or remedies now or hereafter available at law or in equity or otherwise. Except as expressly provided herein, nothing herein shall be considered an election of remedies. The assertion or employment of any right or remedy shall not prevent the concurrent assertion or employment of any other remedy.

11.16 Mutual Acknowledgement. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. Both the Company and Indemnitee acknowledge that in certain instances, Federal or state law or applicable public policy may prohibit the Company from indemnifying Indemnitee under this

Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken and may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

12. Change in Control Procedures.

12.1 Determinations. If there is a Change in Control, any determination to be made under Section 5 of this Agreement shall be made by Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). The Company shall pay the reasonable fees of such Independent Counsel and indemnify fully such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.

12.2 Expenses. Following a Change in Control, the Company shall be liable for, and shall pay the Expenses paid or incurred by Indemnitee in connection with the making of any determination (irrespective of any determination made with respect to Indemnitee’s entitlement to indemnification) or the prosecution of any claim pursuant to Section 7.1 of this Agreement, and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom. If requested by counsel for Indemnitee, the Company shall promptly give such counsel an appropriate written agreement with respect to the payment of such counsel’s fees and expenses and such other matters as may be reasonably requested by such counsel.

[Remainder of page intentionally left blank;

signatures on following page.]

IN WITNESS WHEREOF, the Company has caused this Indemnification Agreement to be executed by its duly authorized officer, and Indemnitee has executed this Indemnification Agreement, in each case to be effective as of the date first hereinabove written.


WORTHINGTON STEEL, INC.

By:
		[Name], [Title]

INDEMNITEE

By:
		[Name]

Exhibit 10.8

EXECUTION VERSION

REVOLVING CREDIT

AND

SECURITY AGREEMENT

by and among

WORTHINGTON STEEL, INC.

as a Borrower,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

THE LENDERS FROM TIME TO TIME PARTY HERETO,

PNC BANK, NATIONAL ASSOCIATION,

as a Lender and Agent

PNC CAPITAL MARKETS LLC,

as a Joint Lead Arranger and Sole Bookrunner

BANK OF AMERICA, N.A.,

as a Joint Lead Arranger and a Syndication Agent

CITIBANK, N.A.,

as a Joint Lead Arranger and a Syndication Agent

AND

WELLS FARGO BANK, N.A.,

as a Joint Lead Arranger and a Syndication Agent

Effective as of November 30, 2023

CUSIP#

Deal: 98210HAA0

Revolver: 98210HAB8

TABLE OF CONTENTS


			Page
DEFINITIONS				1
	1.1.	Accounting Terms		1
	1.2.	General Terms		1
	1.3.	Uniform Commercial Code Terms		56
	1.4.	Certain Matters of Construction		57
	1.5.	Term SOFR Notification		57
	1.6.	Conforming Changes Relating to Term SOFR Rate/Daily Simple SOFR		58
	1.7.	Canadian Terms		58
	1.8.	Steel Spin-off Transaction		58

II.	ADVANCES, PAYMENTS			58
	2.1.	Revolving Advances		58
	2.2.	Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances		60
	2.3.	[Reserved]		62
	2.4.	Swing Loans		62
	2.5.	Disbursement of Advance Proceeds		63
	2.6.	Making and Settlement of Advances		64
	2.7.	Maximum Advances		66
	2.8.	Manner and Repayment of Advances		66
	2.9.	Repayment of Excess Advances		66
	2.10.	Statement of Account		67
	2.11.	Letters of Credit		67
	2.12.	Issuance of Letters of Credit		68
	2.13.	Requirements For Issuance of Letters of Credit		69
	2.14.	Disbursements, Reimbursement		69
	2.15.	Repayment of Participation Advances		71
	2.16.	Documentation		71
	2.17.	Determination to Honor Drawing Request		71
	2.18.	Nature of Participation and Reimbursement Obligations		72
	2.19.	Liability for Acts and Omissions		73
	2.20.	[Reserved]		74
	2.21.	Use of Proceeds		75
	2.22.	Defaulting Lender		75
	2.23.	Payment of Obligations		77
	2.24.	Incremental Loans		78
	2.25.	Banking Services and Swaps		81
	2.26.	[Reserved]		81
	2.27.	Judgment Currency		81


III.	INTEREST AND FEES		82
	3.1.	Interest	82
	3.2.	Letter of Credit Fees	82
	3.3.	Facility Fee	84
	3.4.	Fee Letter	84
	3.5.	Computation of Interest and Fees	84
	3.6.	Maximum Charges	84
	3.7.	Increased Costs	85
	3.8.	Alternate Rate of Interest	86
	3.9.	Capital Adequacy	91
	3.10.	Taxes	91
	3.11.	Replacement of Lenders	94

IV.	U.S. COLLATERAL: GENERAL TERMS		95
	4.1.	Security Interest in the U.S. Collateral	95
	4.2.	Perfection of Security Interest	96
	4.3.	Preservation of U.S. Collateral	96
	4.4.	Ownership and Location of U.S. Collateral	97
	4.5.	Defense of Agent’s and Lenders’ Interests	97
	4.6.	Inspection of Premises	98
	4.7.	Appraisals	98
	4.8.	Receivables; Blocked Accounts and Deposit Accounts	99
	4.9.	Inventory	102
	4.10.	[Reserved]	102
	4.11.	Exculpation of Liability	102
	4.12.	Financing Statements	102
	4.13.	Certain Excluded Subsidiaries	102

V.	REPRESENTATIONS AND WARRANTIES		103
	5.1.	Authority	103
	5.2.	Formation and Qualification	103
	5.3.	Survival of Representations and Warranties	103
	5.4.	Tax Returns	104
	5.5.	Financial Statements	104
	5.6.	Entity Names	105
	5.7.	O.S.H.A. Environmental Compliance	105
	5.8.	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance	105
	5.9.	Patents, Trademarks, Copyrights and Licenses	107
	5.10.	Licenses and Permits	107
	5.11.	[Reserved]	107
	5.12.	No Event of Default	107
	5.13.	No Burdensome Restrictions	108
	5.14.	No Labor Disputes	108
	5.15.	Margin Regulations	108
	5.16.	Investment Company Act	108
	5.17.	Disclosure	108


	5.18.	Steel Spin-Off	108
	5.19.	[Reserved]	108
	5.20.	[Reserved]	108
	5.21.	[Reserved]	108
	5.22.	Ineligible Securities	108
	5.23.	[Reserved]	109
	5.24.	[Reserved]	109
	5.25.	Commercial Tort Claims	109
	5.26.	Letter of Credit Rights	109
	5.27.	Material Contracts	109
	5.28.	[Reserved]	109
	5.29.	Senior Debt Status	109
	5.30.	Sanctions and other Anti-Terrorism Laws	109
	5.31.	Anti-Corruption Laws	109

VI.	AFFIRMATIVE COVENANTS		109
	6.1.	Compliance with Laws	109
	6.2.	Conduct of Business and Maintenance of Existence and Assets	110
	6.3.	Books and Records	110
	6.4.	Payment of Taxes	110
	6.5.	Preservation of Existence, Etc	110
	6.6.	[Reserved]	110
	6.7.	Visitation Rights	111
	6.8.	Use of Proceeds	111
	6.9.	Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws	111
	6.10.	Financial Covenants	112
	6.11.	Insurance	112
	6.12.	Payment of Indebtedness and Leasehold Obligations	113
	6.13.	Environmental Matters	113
	6.14.	Standards of Financial Statements	113
	6.15.	[Reserved]	113
	6.16.	Execution of Supplemental Instruments	113
	6.17.	Government Receivables	113
	6.18.	Depository Accounts; Blocked Account Agreements	114
	6.19.	Keepwell	114
	6.20.	Additional Subsidiaries	114

VII.	NEGATIVE COVENANTS		115
	7.1.	Merger, Consolidation, Acquisition and Sale of Assets	115
	7.2.	Creation of Liens	117
	7.3.	Guarantees	117
	7.4.	Investments	117
	7.5.	[Reserved]	117
	7.6.	[Reserved]	117
	7.7.	Dividends and Repurchases	117
	7.8.	Indebtedness	119
	7.9.	Nature of Business	119

iii


	7.10.	Transactions with Affiliates	119
	7.11.	Prepayment of Junior Indebtedness	120
	7.12.	[Reserved]	120
	7.13.	Fiscal Year and Accounting Changes	120
	7.14.	[Reserved]	120
	7.15.	Amendment of Organizational Documents	120
	7.16.	Compliance with ERISA; Canadian Pension Plans	121
	7.17.	[Reserved]	121
	7.18.	Anti-Corruption Laws	121

VIII.	CONDITIONS PRECEDENT		121
	8.1.	Conditions to Initial Advances	121
	8.2.	Conditions to Each Advance	124

IX.	INFORMATION AS TO LOAN PARTIES		124
	9.1.	Disclosure of Material Matters	125
	9.2.	Schedules	125
	9.3.	Environmental Reports	125
	9.4.	Litigation	125
	9.5.	Material Occurrences	126
	9.6.	[Reserved]	126
	9.7.	Annual Financial Statements	126
	9.8.	Quarterly Financial Statements	126
	9.9.	Borrowing Base Certificates	127
	9.10.	SEC Reports; Shareholder Communications	127
	9.11.	Additional Information	127
	9.12.	Projected Operating Budget	128
	9.13.	[Reserved]	128
	9.14.	Notice of Suits, Adverse Events	128
	9.15.	ERISA Notices and Requests	128
	9.16.	Additional Documents	129
	9.17.	Updates to Certain Schedules	129

X.	EVENTS OF DEFAULT		129
	10.1.	Nonpayment	130
	10.2.	Breach of Representation	130
	10.3.	Financial Information	130
	10.4.	[Reserved]	130
	10.5.	Noncompliance	130
	10.6.	Judgments	130
	10.7.	Bankruptcy	130
	10.8.	[Reserved]	131
	10.9.	Lien Priority	131
	10.10.	[Reserved]	131
	10.11.	Cross Default	131
	10.12.	Breach of Guaranty	131
	10.13.	Change of Control	131


	10.14.	Invalidity	131
	10.15.	Seizures	131
	10.16.	[Reserved]	132
	10.17.	Pension Plans	132

XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT		132
	11.1.	Rights and Remedies	132
	11.2.	Agent’s Discretion	133
	11.3.	Setoff	133
	11.4.	Rights and Remedies not Exclusive	133
	11.5.	Allocation of Payments After Event of Default	133

XII.	WAIVERS AND JUDICIAL PROCEEDINGS		135
	12.1.	Waiver of Notice	135
	12.2.	Delay	135
	12.3.	Jury Waiver	135

XIII.	EFFECTIVE DATE AND TERMINATION		135
	13.1.	Term	135
	13.2.	Termination	135

XIV.	REGARDING AGENT		136
	14.1.	Appointment	136
	14.2.	Nature of Duties	136
	14.3.	Lack of Reliance on Agent	137
	14.4.	Resignation of Agent; Successor Agent	137
	14.5.	Certain Rights of Agent	138
	14.6.	Reliance	138
	14.7.	Notice of Default	138
	14.8.	Indemnification	138
	14.9.	Agent in its Individual Capacity	139
	14.10.	Delivery of Documents	139
	14.11.	Loan Parties’ Undertaking to Agent	139
	14.12.	No Reliance on Agent’s Customer Identification Program	139
	14.13.	Other Agreements	139
	14.14.	Erroneous Payments	140
	14.15.	Non-Lender Commodity Hedge Providers	142

XV.	BORROWING AGENCY		142
	15.1.	Borrowing Agency Provisions	142
	15.2.	Waiver of Subrogation	143
	15.3.	Common Enterprise	143

XVI.	MISCELLANEOUS		144
	16.1.	Governing Law	144
	16.2.	Entire Understanding	144
	16.3.	Successors and Assigns; Participations; Incremental Lenders	147


	16.4.	Application of Payments	150
	16.5.	Indemnity	150
	16.6.	Notice	151
	16.7.	Survival	153
	16.8.	Severability	153
	16.9.	Expenses	153
	16.10.	Injunctive Relief	154
	16.11.	Consequential Damages	154
	16.12.	Captions	154
	16.13.	Counterparts; Facsimile Signatures	154
	16.14.	Construction	154
	16.15.	Confidentiality; Sharing Information	154
	16.16.	Publicity	155
	16.17.	Certifications From Banks and Participants; USA PATRIOT Act	155
	16.18.	[Reserved]	156
	16.19.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions Contractual Recognition of Bail-In	156
	16.20.	No Advisory or Fiduciary Responsibility	157
	16.21.	Acknowledgement Regarding Any Supported QFCs	157

XVII.	GUARANTY		158
	17.1.	Guaranty	158
	17.2.	Waivers	158
	17.3.	No Defense	159
	17.4.	Guaranty of Payment	159
	17.5.	Liabilities Absolute	160
	17.6.	Waiver of Notice	161
	17.7.	Agent’s Discretion	161
	17.8.	Reinstatement	161

LIST OF EXHIBITS AND SCHEDULES


Exhibits

Exhibit 1.2		Borrowing Base Certificate
Exhibit 1.2(a)		Compliance Certificate
Exhibit 1.2(b)		Non-Lender Commodity Hedge Provider Letter
Exhibit 2.1(a)		Revolving Credit Note
Exhibit 2.2(b)		Loan Request
Exhibit 2.4(a)		Swing Loan Note
Exhibit 2.24		Lender Joinder
Exhibit 2.25		Notice of Banking Services and Lender Provided Hedges
Exhibit 6.20(a)		Borrower Joinder
Exhibit 6.20(b)		Guarantor Joinder
Exhibit 16.3		Commitment Transfer Supplement

Schedules

Schedule EE		Eligible Equipment
Schedule 1.1		Commitments
Schedule 1.2		Permitted Encumbrances
Schedule 1.3		Permitted Investments
Schedule 2.1		Extended Term Customers
Schedule 4.4		Collateral Locations; Place of Business, Chief Executive Office, Real Property
Schedule 4.8(k)		Deposit Accounts
Schedule 5.1		Consents
Schedule 5.2(a)		States of Qualification and Good Standing
Schedule 5.2(b)		Subsidiaries
Schedule 5.4		Federal Tax Identification Number
Schedule 5.6		Prior Names
Schedule 5.7		Environmental Matters
Schedule 5.8(b)(i)		Litigation
Schedule 5.8(b)(ii)		Indebtedness
Schedule 5.8(d)		Plans
Schedule 5.10		Licenses and Permits
Schedule 5.14		Labor Disputes
Schedule 7.3		Guarantees
Schedule 7.10		Transactions with Affiliates

vii

REVOLVING CREDIT AND SECURITY AGREEMENT

This Revolving Credit and Security Agreement (this “Agreement”), dated as of November 30, 2023, is entered into among WORTHINGTON STEEL, INC., an Ohio corporation (“Worthington Steel”), and each other Person joined hereto as a borrower from time to time (together with Worthington Steel, collectively, “Borrowers”, and each a “Borrower”), Guarantors (as defined herein) now or which hereafter become a party hereto, the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, “Agent”).

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

I. DEFINITIONS.

1.1. Accounting Terms. As used in this Agreement, the Other Documents or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined shall have the respective meanings given to them under GAAP. If there occurs after the Closing Date any change in GAAP that affects in any respect the calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Agent, Lenders and Loan Parties shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of having the respective positions of Agent, Lenders and Loan Parties after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and Loan Parties shall provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder with respect to Loan Parties both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP.

1.2. General Terms. For purposes of this Agreement the following terms shall have the following meanings:

“Adjustment Date” shall have the meaning set forth in the definition of “Applicable Margin”.

“Advance Rates” shall have the meaning set forth in Section 2.1(a)(y)(B)(iii) hereof.

“Advances” shall mean, collectively, all Revolving Advances, Letters of Credit, Swing Loans and Protective Advances.

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

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in Control of, is Controlled by, or is under common Control with such Person, or (b) any Person who is a director, manager, member, managing member, general partner or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above.

“Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

“Agreement” shall mean this Revolving Credit and Security Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base Rate in effect on such day, (b) the sum of the Overnight Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) the sum of Daily Simple SOFR in effect on such day plus one percent (1.0%), so long as Daily Simple SOFR is offered, ascertainable and not unlawful; provided, however, that if the Alternate Base Rate determined as provided above would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the Alternate Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs.

“Anti-Corruption Laws” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Act (Canada), and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which any Borrower or any of their respective Subsidiaries conduct business.

“Anti-Terrorism Laws” shall mean any Law in force or hereinafter enacted related to (x) terrorism, (y) money laundering, or (z) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the United States government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom, the Hong Kong Monetary Authority, the Canadian government or other relevant sanctions authority (sanctions or trade embargoes as described in this clause (z) are, collectively, referred to as “Sanctions”), including the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. Seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339b and CAML.

“Applicable Law” shall mean all Laws applicable to the Person, conduct, transaction, covenant, Other Document or contract in question, all provisions of all applicable state, federal, provincial, territorial and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body relating thereto, and all orders, judgments and decrees of all courts and arbitrators relating thereto.

“Applicable Margin” shall mean: (a) the percentage spread to be added to Revolving Advances consisting of Domestic Rate Loans and Swing Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below

under the heading “Applicable Margins for Domestic Rate Loans”; and (b) the percentage spread to be added to Revolving Advances consisting of Term SOFR Rate Loans based upon the Average Undrawn Availability for the most recently ended fiscal quarter according to the pricing grid set forth below under the heading “Applicable Margins for Term SOFR Rate Loans”. Notwithstanding the foregoing, the Applicable Margin as of the Closing Date shall be based upon the percentages associated with Level II pricing in the pricing grid below, and such applicable Margin shall remain in effect until the first Adjustment Date following May 31, 2024.

After May 31, 2024, effective as of the date on which the Borrowing Base Certificate required under Section 9.9 with respect to the most recently completed fiscal quarter (each such Borrowing Base Certificate referred to herein as the “Quarter-End Borrowing Base Certificate”) is due to be delivered (each day on which such delivery is due, an “Adjustment Date”), the Applicable Margin for each type of Advance shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table below corresponding to the Average Undrawn Availability (based on the Quarter-End Borrowing Base Certificate then delivered) for the most recently completed fiscal quarter prior to the applicable Adjustment Date:


LEVEL	AVERAGE UNDRAWN AVAILABILITY	APPLICABLE MARGINS FOR DOMESTIC RATE LOANS (Revolving Advances and Swing Loans)	APPLICABLE MARGINS FOR TERM SOFR RATE LOANS (Revolving Advances)	LETTER OF CREDIT FEE
I	Greater than or equal to 66.66% of the Maximum Revolving Advance Amount	.25%	1.25%	1.25%
II	Less than 66.66% but greater than or equal to 33.33% of the Maximum Revolving Advance Amount	.50%	1.50%	1.50%
III	Less than 33.33% of the Maximum Revolving Advance Amount	.75%	1.75%	1.75%

If Borrowers shall fail to deliver a Quarter-End Borrowing Base Certificate required under Section 9.9 by the dates required pursuant to such section, the Applicable Margin for each type of Advance shall be conclusively presumed to equal the percentages associated with Level III of the pricing grid set forth above until the date of delivery of such Quarter-End Borrowing Base Certificate, at which time the rate will be adjusted based upon the Average Undrawn Availability reflected on such Quarter-End Borrowing Base Certificate.

If, as a result of any restatement of, or other adjustment to, the Quarter-End Borrowing Base Certificate or for any other reason, Agent determines that (a) the Average Undrawn Availability as previously calculated as of any applicable date for any applicable period was inaccurate, and (b) a proper calculation of the Average Undrawn Availability for any such period would have resulted in different pricing for such period, then (i) if the proper calculation of the

Average Undrawn Availability would have resulted in a higher interest rate and/or fees (as applicable) for such period, automatically and immediately without the necessity of any demand or notice by Agent or any other affirmative act of any party, the interest accrued on the applicable outstanding Advances and/or the amount of the fees accruing for such period under the provisions of this Agreement and the Other Documents shall be deemed to be retroactively increased by, and Borrowers shall be obligated to immediately pay to Agent for the ratable benefit of Lenders an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the Average Undrawn Availability would have resulted in a lower interest rate and/or fees (as applicable) for such period, then the Lenders shall credit Borrowers’ future interest payment obligations by an amount equal to the amount by which (1) interest and fees that were paid for such period, exceeds (2) interest and fees that should have been paid for such period; provided, that, if as a result of any restatement or other event or other determination by Agent a proper calculation of the Average Undrawn Availability would have resulted in a higher interest rate and/or fees (as applicable) for one or more periods and a lower interest rate and/or fees (as applicable) for one or more other periods (due to the shifting of income or expenses from one period to another period or any other reason), then the amount payable by Borrowers pursuant to clause (i) above or by Lenders pursuant to clause (ii) above, as applicable, shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amounts of interest and fees actually paid for such periods.

“Applicable Unused Line Fee Percentage” shall mean (a) as of the Closing Date and through and including February 29, 2024, an amount equal to 0.375%, and (b) after February 29, 2024, as of each Adjustment Date thereafter, the Applicable Unused Line Fee Percentage shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table below corresponding to the Average Undrawn Availability (based on the Quarter-End Borrowing Base Certificate then delivered) for the most recently completed fiscal quarter prior to the applicable Adjustment Date:


Level	Average Undrawn Availability	Applicable Unused Line Fee Percentage
1	Greater than or equal to 50% of the Maximum Revolving Advance Amount	0.375%
2	Less than 50% of the Maximum Revolving Advance Amount	0.25%

If Borrowers shall fail to deliver a Quarter-End Borrowing Base Certificate required under Section 9.9 by the dates required pursuant to such section, the Applicable Unused Line Fee Percentage shall be conclusively presumed to equal the percentage associated with Level 1 of the pricing grid set forth above until the date of delivery of such Quarter-End Borrowing Base Certificate, at which time the rate will be adjusted based upon the Average Undrawn Availability reflected on such Quarter-End Borrowing Base Certificate.

“Approved Electronic Communication” shall mean each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, E-Fax, the Credit Management Module of PNC’s PINACLE^® system, or any other equivalent electronic service agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and 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.

“Authorized Officer” shall mean the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Controller or any Executive Vice President of each Loan Party or such other individuals, designated by written notice from a Loan Party (and reasonably acceptable to Agent), authorized to execute notices, reports and other documents on behalf of such Loan Party required hereunder.

“Average Undrawn Availability” shall mean, as of any date of determination, the sum of Undrawn Availability for each of the calendar days in the previous fiscal quarter, divided by the actual number of calendar days in such previous fiscal quarter.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of any Affected Financial Institution.

“Bail-In Legislation” shall mean, (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 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 (as amended from time to time) 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).

“Base Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category of customers of PNC.

“Benefited Lender” shall have the meaning set forth in Section 2.6(e) hereof.

“Blocked Account Agreement” shall mean any blocked account agreement or deposit account control agreement, in each case, in form and substance satisfactory to Agent in its Permitted Discretion, entered into by the applicable Loan Parties, Agent and the bank at which the applicable Blocked Account is located, together with all amendments, supplements, modifications, substitutions and replacements thereto and thereof.

“Blocked Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Borrower” or “Borrowers” shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

“Borrower Joinder” shall mean a joinder by a Person as a Borrower under this Agreement and the Other Documents in the form of Exhibit 6.20(a).

“Borrowers’ Account” shall have the meaning set forth in Section 2.10 hereof.

“Borrowing Agent” shall mean Worthington Steel.

“Borrowing Base” shall have the meaning set forth in Section 2.1(a) hereof.

“Borrowing Base Certificate” shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by an Authorized Officer of Borrowing Agent and delivered to Agent, appropriately completed, by which such officer shall certify to Agent, among other things, the Borrowing Base and the Undrawn Availability as of the date of such certificate and all calculations with respect to the foregoing.

“Business Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania; provided that when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination of SOFR, then “Business Day” shall mean any such day that is also a U.S. Government Securities Business Day.

“CAML” shall mean the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.I of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada) and other anti-terrorism laws and “know your client” policies, regulations, laws or rules applicable in Canada, including any guidelines or orders thereunder.

“Canadian Collateral” shall mean “Collateral” (as defined in the Canadian Security Agreement).

“Canadian Defined Benefit Pension Plan” shall mean any Canadian Pension Plan which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the ITA.

“Canadian Dollars” and the sign “CA$” shall mean the lawful money of Canada.

“Canadian Guarantor” and “Canadian Guarantors” shall mean Tempel Canada Company and any other Person organized under the laws of Canada or a province or territory thereof which

is a Guarantor on the date hereof or joined hereto as a Guarantor from time to time and further includes each of their respective successors and permitted assigns.

“Canadian Loan Parties” shall mean, collectively, the Canadian Guarantors and their respective successors and permitted assigns; each a “Canadian Loan Party”.

“Canadian Multi-Employer Pension Plan” shall mean a multi-employer plan within the meaning of the regulations under the ITA, or a “multi-employer pension plan” under the Pension Benefits Act (Ontario) or a similar plan under any other applicable pension standards legislation in Canada, in each case to which a Loan Party or any Subsidiary thereof contributes for its employees or former employees employed in Canada and which are not sponsored or maintained by a Loan Party or any Subsidiary thereof.

“Canadian Pension Event” shall mean (a) any Loan Party or any Subsidiary thereof or a Governmental Body shall directly or indirectly terminate or cause to terminate, in whole or in part, or initiate the termination of, in whole or in part, any Canadian Defined Benefit Pension Plan; (b) any Loan Party or any Subsidiary thereof shall fail to make minimum required contributions to amortize any funding deficiencies under a Canadian Defined Benefit Pension Plan within the time period set out in applicable laws or fail to make a required contribution under any Canadian Pension Plan which could result in the imposition of a Lien upon the assets of any Loan Party or any Subsidiary thereof; (c) any Loan Party or any Subsidiary thereof makes any improper withdrawals or applications of assets of a Canadian Pension Plan; (d) any statutory deemed trust or Lien arises on the assets of any Loan Party or any Subsidiary thereof as a result of a failure to make contributions in respect of a Canadian Pension Plan or Canadian Multi-Employer Pension Plan when such contributions are due and owing; or (e) the termination of, or withdrawal of any Loan Party or any Subsidiary thereof from, a Canadian Multi-Employer Pension Plan where any additional contributions beyond what is required under the terms of the applicable collective agreement by such Loan Party or Subsidiary thereof are triggered by such termination or withdrawal.

“Canadian Pension Plans” shall mean each pension plan required to be registered under Canadian federal or provincial pension standards legislation that is administered or contributed to by a Loan Party or any Subsidiary of any Loan Party for its employees or former employees, but does not include the Canadian Multi-Employer Pension Plans, or any statutory pension plan, including the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

“Canadian Security Agreement” shall mean (a) the Canadian pledge and security agreement dated the date hereof, governed by the laws of the Province of Ontario, between the Canadian Guarantor and the Agent as amended, restated, supplemented, replaced or otherwise modified from time to time; and (b) any other Canadian pledge agreement governed by the laws of Canada or any of the Provinces or Territories therein, entered into from time to time in respect of this Agreement, as amended, restated, supplemented or other modified from time to time.

“Canadian Security Documents” shall mean, collectively, the following agreements, documents and instruments governed by the laws of Canada or any province or territory thereof (in each case together with all amendments, modifications, supplements, renewals, extensions,

restatements, substitutions and replacements thereto and thereof): (a) any guarantee, control or security agreement by a Canadian Loan Party in favor of Agent, including the Canadian Security Agreement, (b) any intellectual property security agreement between a Canadian Loan Party and Agent, and (c) any deed of hypothec by a Canadian Loan Party in favor of Agent.

“Capital Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which, in accordance with GAAP, would be classified as capital expenditures. “Capital Expenditures” shall include the total principal portion of Capitalized Lease Obligations.

“Capitalized Lease Obligation” shall mean, 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 lease obligations on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. Notwithstanding anything to the contrary contained in this definition of “Capitalized Lease Obligation”, all obligations of Borrowers and their Subsidiaries that are or would have been treated as operating leases as determined in accordance with GAAP immediately prior to the issuance of the Accounting Standards Update 2016-02, Leases (Topic 842) by the Financial Accounting Standards Board shall not be treated as capital or finance leases hereunder due to such issuance, whether or not such obligations were in effect as of the date such update was issued and regardless of whether GAAP requires such obligations to be treated as capitalized lease obligations or finance lease obligations in the financial statements (provided that all financial statements delivered to Agent in accordance with the terms of this Agreement after the date of such accounting change shall be accompanied by a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

“Cash Collateralize” shall mean to pledge and deposit with or deliver to Agent, for the benefit of Issuer and Lenders, as collateral for the Maximum Undrawn Amount for the outstanding Letters of Credit in accordance with Section 3.2(b), cash or deposit account balances pursuant to documentation satisfactory to Agent and Issuer (which documents are hereby consented to by Lenders).

“Cash Dominion Period” shall mean each period commencing upon the occurrence of Cash Dominion Trigger Event described in clause (a) of the definition thereof and ending upon the occurrence of a Cash Dominion Trigger Satisfaction Event described in clause (a) of the definition thereof.

“Cash Dominion Trigger Event” shall mean (a) with respect to all Blocked Accounts other than Mexican Deposit Accounts, the occurrence of either of the following: (i) the occurrence of an Event of Default, or (ii) Undrawn Availability being less than the greater of (y) 10% of the Line Cap or (z) $41,250,000 for a period five (5) consecutive Business Days, and (b) with respect Mexican Deposit Accounts, the occurrence of an Event of Default.

“Cash Dominion Trigger Satisfaction Event” shall mean, (a) with respect to all Blocked Accounts other than Mexican Deposit Accounts, subsequent to the occurrence of a Cash Dominion Trigger Event, the occurrence of the following: (i) no Event of Default then exists or is continuing, and (ii) solely if a Cash Dominion Trigger Event was triggered pursuant to clause (ii) of the definition thereof, Undrawn Availability is greater than or equal to the greater of (y) 10% of the Line Cap or (z) $41,250,000 for a period of 30 consecutive days, and (b) with respect to Mexican Deposit Accounts, no Event of Default then exists or is continuing.

“CEA” shall mean the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“CFTC” shall mean the Commodity Futures Trading Commission.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application thereof by any Governmental Body; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of law), 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, promulgated or implemented.

“Change of Control” shall mean, other than in connection with the Steel Spin-Off Transactions, (i) 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 Worthington Steel or any Subsidiary of Worthington Steel 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 35% or more of the voting Equity Interests of Worthington Steel, or (ii) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (ii)(A) above constituting at the time of such election or nomination at least a

majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (ii)(A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit Guaranty Corporation), upon the Collateral, any Loan Party or any of its Affiliates.

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

“Closing Date” shall mean November 30, 2023.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

“Collateral” shall mean, collectively, the U.S. Collateral, the Canadian Collateral and the Mexican Collateral.

“Collateral Access Agreement” shall mean any landlord waiver or other agreement, in form and substance satisfactory to Agent in its Permitted Discretion, between Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any real property where any Collateral is or may be located as such landlord waiver or other agreement may be amended, restated, supplemented or otherwise modified from time to time.

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

“Commitment Transfer Supplement” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent in its Permitted Discretion by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

“Commodity Hedge” shall mean any price protection agreement, swap, option, forward, cap, floor, collar or other similar agreement or transaction related to commodity products, or any combination of such transactions, and entered into by any Loan Party or any Subsidiary of any Loan Party pursuant to an ISDA master agreement (in each case, as the same may be amended, modified, supplemented or restated from time to time).

“Commodity Hedge Liabilities” shall have the meaning set forth in the definition of “Lender Provided Commodity Hedge”.

“Compliance Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by an Authorized Officer of Worthington Steel.

“Conforming Changes” shall mean, with respect to the Term SOFR Rate, Daily Simple SOFR or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition 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 breakage provisions, and other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of the Term SOFR Rate, Daily Simple SOFR or such Benchmark Replacement and to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of the Term SOFR Rate, Daily Simple SOFR or the Benchmark Replacement exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement and the Other Documents).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consents” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Bodies and other third parties, domestic or foreign, necessary to carry on any Loan Party’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement, the Other Documents, including any consents required under all applicable federal, state or other Applicable Law.

“Consigned Inventory” shall mean Inventory of any Loan Party that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory, provided, that for the avoidance of doubt, “Consigned Inventory” does not include Inventory in possession of a bailee (as defined in Article 7 of the UCC).

“Consolidated EBITDA” for any period of determination shall mean the sum, without duplication, of (a) net income (or loss) for such period (excluding extraordinary gains and losses), plus (b) all interest expense for such period, plus (c) all charges against income for such period for federal, state, local, foreign income, value added and similar taxes, plus (d) any non-cash non-recurring items of loss with respect to such fiscal period not already included hereunder (provided, however, that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses shall be subtracted from consolidated net income in calculating Consolidated EBITDA), plus (e) depreciation expenses for such period, plus (f) amortization expenses for such period, plus (g) any writedown of goodwill, long-lived asset, or intangible asset

impairment (in each case, other than in respect of Receivables, Inventory and Eligible Equipment), in each case of the Worthington Steel and its Subsidiaries, minus (h) any non-cash gain with respect to such fiscal period provided, that, there shall be excluded from the calculation of Consolidated EBITDA:

(i) the income (or loss) and any another amount attributable to any Subsidiary of Worthington Steel that is not a Wholly Owned Subsidiary, except to the extent of any such income that is actually received by a Loan Party in the form of cash dividends or other cash distributions during such period,

(ii) the income (or loss) and any another amount attributable to any Wholly Owned Subsidiary of Worthington Steel that is not a Loan Party, except that such income (or loss) and other amounts attributable to all such Persons shall be included in the calculation of Consolidated EBITDA in an amount equal to the lesser of:

(A) the Consolidated EBITDA attributable to all such Persons for such period; provided that if such amount is a negative number, then for purposes of this clause (A) in no event shall such amount be less than (X) $0 minus (if the amount in the following clause (Y) is a positive number) or plus (if the amount in the following clause (Y) is a negative number) (Y) 5% of Consolidated EBITDA for Worthington Steel and its Subsidiaries for such period (calculated by excluding the Consolidated EBITDA attributable to any Wholly Owned Subsidiary of Worthington Steel that is not a Loan Party), and

(B) an aggregate amount for all such Persons equal to the sum of (1) 5% of Consolidated EBITDA for Worthington Steel and its Subsidiaries for such period (calculated by excluding the Consolidated EBITDA attributable to any Wholly Owned Subsidiary of Worthington Steel that is not a Loan Party), plus (2) the aggregate amount of cash dividends or other cash distributions made by all such Persons that are actually received by a Loan Party during such period, and

(iii) the income of any Subsidiary of Worthington Steel to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income 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 that Subsidiary.

If Worthington Steel or any Subsidiary makes a material acquisition or divestiture, in either case to the extent permitted pursuant to this Agreement, if applicable, during any period for which Consolidated EBITDA is measured, then for purposes of determining the Fixed Charge Coverage Ratio, the Fixed Charge Coverage Ratio shall be adjusted for the period of time prior to the date of such acquisition or divesture by adding the historical financial results for such period of the Person or assets acquired or deleting that portion of the financial results of Worthington Steel and its Subsidiaries for such period attributable to the Person or assets divested, all as reasonably determined by Worthington Steel and certified to Agent and Lenders.

“Consolidated Funded Debt” shall mean, with respect to Worthington Steel and its Subsidiaries (other than any Subsidiaries excluded from the calculation of Consolidated EBITDA) on any applicable date of determination, without duplication, all Indebtedness for borrowed money

and Indebtedness evidenced by notes, bonds, debentures, or similar evidences of Indebtedness that by its terms matures more than one year from its date of incurrence, or is directly or indirectly renewable or extendible at such Person’s option under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of more than one year from the date of creation thereof, and specifically including Capitalized Lease Obligations, current maturities of long-term debt, revolving credit and short term debt extendible beyond one year at the option of the debtor, and also including, in the case of Borrowers, the Obligations and, without duplication, Indebtedness consisting of guaranties of Indebtedness of other Persons.

“Consolidated Net Leverage Ratio” shall mean, on any applicable date of determination, the ratio of (a) the difference of Consolidated Funded Debt as of the end of the most recently ended fiscal quarter for which financial reporting has been furnished in accordance with the terms and provisions of Section 9.8, to (b) Consolidated EBITDA for the four (4) consecutive fiscal quarters ending as of the most recently ended fiscal quarter for which financial reporting has been furnished in accordance with the terms and provisions of Section 9.8.

“Consolidated Tangible Assets” shall mean total assets minus intangible assets in each case determined and consolidated for Worthington Steel and its Subsidiaries in accordance with GAAP.

“Contract Rate” shall have the meaning set forth in Section 3.1 hereof.

“Control” shall mean, with respect to a Person, the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, voting power, contract or otherwise.

“Controlled Group” shall mean, at any time, each Loan Party and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with any Loan Party, are treated as a single employer under Section 414 of the Code.

“Covenant Trigger Event” shall mean the occurrence of the following: Undrawn Availability being less than the greater of (y) 10% of the Line Cap or (z) $41,250,000.

“Covenant Trigger Satisfaction Event” shall mean, subsequent to the occurrence of a Covenant Trigger Event, the occurrence of the following: Undrawn Availability is greater than or equal to the greater of (y) 10% of the Line Cap or (z) $41,250,000 for a period of 30 consecutive days.

“Covered Compliance Entity” shall mean each Borrower, each of Borrower’s Subsidiaries, all Guarantors and all pledgors of Collateral.

“Customer” shall mean and include any Person obligated under any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Loan Party, pursuant to which such Loan Party is to deliver any personal property or perform any services.

“Daily Simple SOFR” shall mean, for any day (a “SOFR Rate Day”), the interest rate per annum determined by Agent (rounded upwards, at Agent’s discretion, to the nearest 1/100^th of 1%) equal to SOFR for the day (the “SOFR Determination Date”) that is two (2) Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, in each case, as such SOFR is published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source identified by the Federal Reserve Bank of New York or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be deemed to be the SOFR Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benchmark Replacement by 5:00 p.m. on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding such SOFR Determination Date for which SOFR was published in accordance with the definition of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. If and when Daily Simple SOFR as determined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to Borrowers, effective on the date of any such change.

“Default” shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 3.1 hereof.

“Defaulting Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Commitment Percentage, or any Incremental Revolving Credit Commitment, as applicable, of Advances, (ii) if applicable, fund any portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent, Issuer, Swing Loan Lender or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrowers or Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within two (2) Business Days after request by Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable, participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory to Agent; (d) has become the subject of an Insolvency Event or a Bail-In Action; or (e) has failed at

any time to comply with the provisions of Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all Lenders.

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

“Depository Accounts” shall have the meaning set forth in Section 4.8(h) hereof.

“Designated Customer” shall mean, at any time of determination, any Customer (other than a Customer that maintains its chief executive office in or is organized under the laws of Mexico) with a rating of (a) if such Customer is rated by both Moody’s and Standard & Poor’s, “Baa3” or higher from Moody’s and “BBB-” or higher from Standard & Poor’s, or (b) if such Customer is not rated by both Moody’s and Standard & Poor’s, such Customer is rated “BBB-” or higher from Fitch and is rated (x) “Baa3” or higher from Moody’s, or (y) “BBB-” or higher from Standard & Poor’s.

“Designated Customers Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(B)(i).

“Dilution” means, as of any date of determination, an amount, expressed as a percentage, equal to (a) the Dollar amount of non-cash reductions to Loan Parties’ Receivables, including bad debt write-downs, discounts, volume rebates, credits, or other dilutive items as determined by the Agent’s most recent field exam (or as otherwise determined by Agent from time to time) during the most recently ended period of twelve (12) fiscal months, divided by (b) Loan Parties’ billings with respect to Receivables during such period.

“Dilution Reserve” means (i) with respect to Receivables owing from Designated Customers, an amount equal to 1% for each percent or fraction thereof that Dilution exceeds 0% with respect to such Receivables, plus (ii) with respect to all other Receivables, an amount equal to 1% for each percent or fraction thereof that Dilution exceeds 5% with respect to such Receivables.

“Disqualified Equity Interests” shall mean any Equity Interests which, by their terms (or by the terms of any security or other Equity Interests 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 Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale; provided that such “change of control” or asset sale results in the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof)), or are redeemable at the option of the holder thereof, in whole or in part, on or prior to the date which is 91 days following the last day of the Term (excluding any provisions requiring redemption upon a “change of control” or similar event; provided that such “change of control” or similar event results in the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof)), (b) are convertible into or exchangeable for (i) debt securities or (ii) any Equity Interests referred to in clause (a) above, in each case, at any time on or prior to the date which is 91 days following the last day of the Term, or (c) are entitled to receive scheduled dividends or

distributions in cash prior to the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof).

“Disqualified Institution” means, on any date, (a) any Person designated by Borrowing Agent as a “Disqualified Institution” by written notice delivered to Agent on or prior to the Closing Date and (b) any other Person that is any Person that is an operating company and is engaged primarily in the same or similar business as any one or more Loan Party or any of their respective Subsidiaries or joint ventures, which Person has been designated by Borrowing Agent as a “Disqualified Institution” by written notice to Agent not less than five (5) Business Days prior to such date (without retroactive effect); provided that “Disqualified Institutions” shall exclude any Person that Borrowing Agent has designated as no longer being a “Disqualified Institution” by written notice delivered to the Agent from time to time.

“Document” or “Documents” shall have the meaning given to that term in the Uniform Commercial Code.

“Dollar” and the sign “$” shall mean lawful money of the United States of America.

“Domestic Guarantor” shall mean any Guarantor organized under the laws of any state of the United States of America or the District of Columbia.

“Domestic Loan Party” shall mean any Loan Party organized under the laws of any state of the United States of America or the District of Columbia.

“Domestic Rate Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.

“Domestic Subsidiary” shall mean any Subsidiary organized under the laws of any state of the United States of America or the District of Columbia.

“Drawing Date” shall have the meaning set forth in Section 2.14(b) hereof.

“EEA Financial Institution” shall mean (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 clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any member state of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” shall mean 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” shall mean the date indicated in a document or agreement to be the date on which such document or agreement becomes effective, or, if there is no such indication, the date of execution of such document or agreement.

“Effective Federal Funds Rate” shall mean for any day the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1% announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Effective Federal Funds Rate” as of the date of this Agreement; provided that if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Effective Federal Funds Rate” for such day shall be the Effective Federal Funds Rate for the last day on which such rate was announced. Notwithstanding the foregoing, if the Effective Federal Funds Rate as determined under any method above would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.

“Electronic Chattel Paper” shall have the meaning given to that term in the Uniform Commercial Code.

“Eligibility Date” shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any Other Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or such Other Document(s) to which such Borrower or Guarantor is a party).

“Eligible Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Eligible Domestic In-Transit Inventory” shall have the meaning set forth in clause (c) of the definition of “Eligible Inventory”.

“Eligible Equipment” shall mean and include with respect to each Domestic Loan Party and Canadian Loan Party, all such Equipment owned by such Loan Party that (i) Borrowing Agent has requested be included in Eligible Equipment and as set forth on Schedule EE (such Schedule EE to be satisfactory to Agent in its Permitted Discretion) to be delivered by Borrowing Agent to Agent in connection with the Eligible Equipment Option Exercise, if any, (ii) is not ineligible based on the criteria set forth below, provided that such criteria may be revised (subject to Section 16.2(b)(ix)) from time to time in Agent’s Permitted Discretion upon five (5) Business Days’ prior written notice to Borrowing Agent, (iii) has been the subject of an appraisal acceptable to Agent in its Permitted Discretion, and (iv) is subject to a perfected, first priority security interest in favor of Agent (for the benefit of Lenders), free of all Liens of any other Person (other than Permitted Encumbrances); provided, however, notwithstanding the foregoing, no Equipment may be Eligible Equipment to the extent such Equipment consists of:

(a) Equipment which is not in good working order and condition (ordinary wear and tear excepted) or does not comply, in all material respects, with all applicable requirements of any applicable Law with respect to the use and operation of such Equipment;

(b) spare parts for Equipment;

(c) Equipment situated at a location not owned by a Loan Party unless the owner or occupier of such location has executed in favor of Agent a Collateral Access Agreement (or after establishment of Reserves by Agent in its Permitted Discretion);

(d) Equipment to which neither a Domestic Loan Party nor a Canadian Loan Party has good, valid, and marketable title;

(e) Equipment which has become part of any Real Property or is otherwise a fixture;

(f) Equipment located outside the United States of America or Canada; or

(g) Equipment the use and operation of which requires proprietary software that is not freely assignable or otherwise freely available to, and freely transferable by, Agent.

“Eligible Equipment Option Exercise” shall mean the: (i) delivery to Agent of the written election by Borrowing Agent (a) to include Eligible Equipment in the Borrowing Base together with Schedule EE listing such applicable Equipment and (b) certifying that no Default or Event of Default has occurred and is continuing and (ii) receipt by Agent of an appraisal with respect to Eligible Equipment, in form and substance satisfactory to Agent in its Permitted Discretion.

“Eligible Inventory” shall mean and include with respect to each Domestic Loan Party and Canadian Loan Party, Inventory of such Loan Party, including work in process, which is not, in Agent’s Permitted Discretion, obsolete, slow moving or unmerchantable and which is not ineligible based on the criteria set forth below, provided that such criteria may be revised (subject to Section 16.2(b)(ix)) from time to time in Agent’s Permitted Discretion upon five (5) Business Days’ prior written notice to Borrowing Agent. Inventory of any Loan Party shall not be Eligible Inventory if it:

(a) is not owned by such Loan Party free and clear of all Liens and ownership rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Loan Party’s performance with respect to that Inventory) except the Liens in favor of Agent, on behalf of itself and Lenders, and other Permitted Encumbrances (or Agent has established Reserves in its Permitted Discretion);

(b) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof;

(c) is (i) Foreign In-Transit Inventory or (ii) in-transit within the United States or Canada unless, in the case of this clause (ii), such Inventory is in transit to a location leased (so long as such leased location complies with clause (h) below) or owned by a Loan Party in the

United States or Canada (Inventory satisfying the requirements of this clause(c)(ii), “Eligible Domestic In-Transit Inventory”);

(d) is located outside the continental United States or Canada or at a location that is not otherwise in compliance with this Agreement;

(e) constitutes Consigned Inventory;

(f) is the subject of an Intellectual Property Claim;

(g) is subject to a License Agreement that limits, conditions or restricts the applicable Loan Party’s or Agent’s right to sell or otherwise dispose of such Inventory, unless such license is freely assignable to Agent or Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing Reserves against the Borrowing Base with respect thereto as Agent shall deem appropriate in its Permitted Discretion (provided, that no such Reserves shall be established if Agent does not agree to consider such Inventory to be Eligible Inventory)); provided, that, any Inventory that would otherwise be Eligible Inventory but for a License Agreement being in place pursuant to this clause (g) shall not be considered ineligible before the date that is sixty (60) days after the Closing Date (or such later date as Agent may agree in its Permitted Discretion);

(h) is situated at a location not owned by a Loan Party unless the owner or occupier of such location has executed in favor of Agent a Collateral Access Agreement (or Agent has established Reserves in its Permitted Discretion), provided, that, any Inventory that would otherwise be Eligible Inventory but for a Collateral Access Agreement being in place pursuant to this clause (h) shall not be considered ineligible before the date that is sixty (60) days after the Closing Date (or such later date as Agent may agree in its Permitted Discretion);

(i) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except (i) those in favor of Agent, (ii) Permitted Encumbrances, or (iii) those in favor of landlords, carriers, bailees or warehousemen, as applicable, to the extent such Inventory complies with clause (h) of this definition;

(j) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts;

(k) is not of a type held for sale in the ordinary course of any Loan Party’s business;

(l) breaches any of the representations or warranties, in any material respect (without duplication of any materiality qualifiers), pertaining to Inventory of such Loan Party set forth in this Agreement or in any of the Other Documents; or

(m) consists of either Hazardous Materials or goods, in each case, that can be transported or sold only with licenses that are not readily available.

“Eligible Mexican Receivables” shall have the meaning set forth in subsection (g) of the definition of “Eligible Receivables”.

“Eligible Receivables” shall mean and include with respect to each Loan Party, each Receivable of such Loan Party arising in the ordinary course of business and which is not ineligible based on the criteria set forth below, provided that such criteria may be revised (subject to Section 16.2(b)(ix)) from time to time in Agent’s Permitted Discretion upon five (5) Business Days’ prior written notice to Borrowing Agent. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence acceptable to Agent in its Permitted Discretion. In addition, no Receivable of a Loan Party shall be an Eligible Receivable if:

(a) it arises out of a sale made by any Loan Party to an Affiliate of any Loan Party or to a Person controlled by an Affiliate of any Loan Party;

(b) (i) in the case of Extended Terms Customers, it is due or unpaid more than one hundred fifty (150) days after the original invoice date or sixty (60) days after the original due date, and (ii) in the case of all other Customers, it is due or unpaid more than ninety (90) days after the original invoice date or sixty (60) days after the original due date;

(c) fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible Receivables hereunder because such Receivables from such Customer do not meet clause (b) of this definition;

(d) any covenant, representation or warranty contained in this Agreement with respect to such Receivable has been breached in any material respect (without duplication of any materiality qualifiers);

(e) an Insolvency Event shall have occurred with respect to such Customer;

(f) the sale is to a Customer that (i) maintains its chief executive office outside of the United States of America, Canada (other than any province or territory of Canada that has not adopted the Personal Property Security Act (Ontario) or other applicable legislation with respect to personal property security in effect in a province or territory other than Ontario) or Mexico or (ii) is not organized under the applicable law of the United States of America, Canada (other than any province or territory of Canada that has not adopted the Personal Property Security Act (Ontario) or other applicable legislation with respect to personal property security in effect in a province or territory other than Ontario) or Mexico, unless, in each case, the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its Permitted Discretion;

(g) the sale is to a Customer that maintains its chief executive office in Mexico or is organized under the applicable law of Mexico, unless (i) such Customer is a Subsidiary of a Customer that is organized under the applicable law of the United States of America or (ii) such Receivable is credit insured (the insurance carrier, amount and terms of such insurance shall be acceptable to Agent in its Permitted Discretion and shall name Agent as beneficiary or loss payee,

as applicable) (a Receivable satisfying the requirements of this clause (g), an “Eligible Mexican Receivable”);

(h) the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

(i) Agent believes, in its Permitted Discretion after consultation with Borrowing Agent, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(j) the Customer is the United States of America or Canada, any state or any department, agency or instrumentality of any of them, unless the applicable Loan Party assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or the Financial Administration Act (Canada) or any similar provincial or territorial statute or has otherwise complied with other applicable statutes or ordinances;

(k) the goods giving rise to such Receivable have not been shipped or the services giving rise to such Receivable have not been performed by the applicable Loan Party or the Receivable otherwise does not represent a final sale;

(l) the Receivable is paid or payable to a Mexican Deposit Account;

(m) the Receivable is subject to any offset, deduction, defense, dispute, credits or counterclaim (but such Receivable shall only be ineligible to the extent of such offset, deduction, defense or counterclaim), the Customer is also a creditor or supplier of a Loan Party or the Receivable is contingent in any respect or for any reason;

(n) the Customer is a Sanctioned Person;

(o) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed, but only the extent of the amount returned, rejected, repossessed or disputed;

(p) such Receivable is not payable to a Loan Party;

(q) such Receivable is owing by a Customer to the extent the aggregate amount of Receivables owing from any such Customer and its Affiliates to the Loan Parties exceeds 30.0% of the aggregate Eligible Receivables, but, in the case of any Receivables contemplated by this clause (q), only to the extent of such excess; or

(r) such Receivable is subject to a Permitted Supply Chain Financing or is otherwise owed by a Customer that is party to a Permitted Supply Chain Financing.

“Embargoed Property” shall mean any property (a) beneficially owned, directly or indirectly, by a Sanctioned Person; (b) that is due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any ownership interest; (d) that is located in a Sanctioned

Jurisdiction; or (e) that otherwise would cause any actual or possible violation by Lenders or Agent of any applicable Anti-Terrorism Law if Lenders were to obtain an encumbrance on, lien on, pledge of, or security interest in such property or provide services in consideration of such property.

“Environmental Complaint” shall have the meaning set forth in Section 9.3 hereof.

“Environmental Laws” shall mean all federal, state, provincial, territorial and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes as well as common laws, relating to the protection of the environment, human health and/or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state, provincial, territorial, international and local governmental agencies and authorities with respect thereto, provided, that, for the avoidance of doubt, Environmental Laws do not include Federal Occupational Health and Safety Act compliance.

“EPCRS” shall mean the Employee Plans Compliance Resolution System established by the Internal Revenue Service under Revenue Procedure 2013-12, modified by Revenue Procedure 2015-27 and as further modified or amended by any successor guidance thereto as from time to time in effect.

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

“Equipment Advance Amount” shall mean:

(a) on the date on which the Eligible Equipment Option Exercise has occurred, the least of (the “Initial Cap Amount”):

(i) the sum of (A) $75,000,000.00, plus (B) an amount equal to 13.6% of all Incremental Revolving Credit Increases that have occurred as of such date in accordance with Section 2.24, minus (C) an amount equal to 13.6% of all permanent reductions to the Maximum Revolving Advance Amount that have occurred as of such date,

(ii) subject to Section 2.1(b), 85% of the appraised net orderly liquidation value of Eligible Equipment as of such date, and

(iii) an amount equal to 15% of the Borrowing Base at such time (calculated after giving effect to the inclusion of Eligible Equipment in the Borrowing Base), and

(b) after the date on which the Eligible Equipment Option Exercise has occurred, the Equipment Advance Amount shall be:

(i) reduced quarterly by an amount equal to the quotient of (A) the Initial Cap Amount, divided by (B) 28, and

(ii) reduced upon Agent’s receipt of each applicable recurring appraisal of the Eligible Equipment, by the amount, if any, by which the Equipment Advance Amount exceeds an amount equal to 85% of the appraised net orderly liquidation value of Eligible Equipment, and

(iii) from time to time reduced to remove any Eligible Equipment that has ceased to be Eligible Equipment or which has been requested by Borrowing Agent to be removed as Eligible Equipment (solely to extent the removal of such Eligible Equipment results in the aggregate amount of Eligible Equipment being less than the then-applicable Equipment Advance Amount).

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests, whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under the Applicable Laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations, limited liability companies or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including all rights to receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management, operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer; (vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer; (viii) in the case of any Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”, general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law; and (ix) all certificates evidencing such Equity Interests.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and the rules and regulations promulgated thereunder.

“Erroneous Payment” has the meaning assigned to it in Section 14.14(a) hereof.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” shall have the meaning set forth in Article X hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Accounts” shall mean all (a) Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Loan Party’s salaried employees pursuant to applicable law or in the ordinary course of business; provided that the funds on deposit in such Deposit Accounts shall at no time exceed the actual payroll, payroll taxes and other employee wage and benefit payments then owing by such Loan Party for the immediately succeeding payroll period, (b) Deposit Accounts, with an average closing daily balance not in excess of $300,000 for any one account and $3,000,000 (in the aggregate for all Loan Parties) in the aggregate for all such accounts excluded pursuant to this clause (b), (c) any Deposit Account or Securities Account (i) maintained solely and exclusively as sales tax or other tax accounts in the ordinary course of business, (ii) maintained solely and exclusively as escrow accounts, fiduciary or trust accounts, and accounts otherwise held exclusively for the benefit of third parties, other than Worthington Steel and its Subsidiaries or their Affiliates, or (iii) maintained solely and exclusively to hold customer deposits to the extent a lien in favor of Agent to secure the Obligations is prohibited by Applicable Laws, (d) zero balance accounts and zero balance sub-accounts which are linked to a Deposit Account subject to a control agreement in favor of the Agent, and (e) Securities Accounts with a closing daily balance not in excess of $300,000 for any one account and $3,000,000 (in the aggregate for all Loan Parties) in the aggregate for all such Securities Accounts excluded pursuant to this clause (e).

“Excluded Hedge Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded

Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Excluded Property” shall mean (i) real property interests, (ii) governmental licenses or state or local franchises, charters and authorizations and any other property and assets to the extent that Agent may not validly possess a security interest therein under Applicable Laws (including, without limitation, rules and regulations of any governmental authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization not obtained, other than (a) to the extent such prohibition or limitation is rendered ineffective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition and (b) proceeds and receivables thereof, the assignment of which is not prohibited by applicable law or where such prohibition is rendered ineffective, (iii) any lease, license, contract or agreement to which any Loan Party is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law or principles of equity), provided, however, that the foregoing property in this clause (iii) shall cease to be treated as “Excluded Property” immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in clauses (x) or (y) above, provided, further that Excluded Property shall not include any proceeds of any such lease, license, contract or agreement or any goodwill of Loan Parties’ business associated therewith or attributable thereto, (iv) Excluded Accounts, (v) at any time (A) prior to the Eligible Equipment Option Exercise, all Equipment, and (B) after the Eligible Equipment Option Exercise, any Equipment that is not listed on Schedule EE and (vi) any asset to the extent a security interest or Lien in such asset would result in costs or consequences as reasonably determined by Agent (in consultation with Worthington Steel) with respect to the granting or perfecting of a security interest that is excessive in view of the benefits to be obtained by the Secured Parties; provided, that, if any Loan Party grants a Lien on any property (other than Real Property) to a third party to secure Indebtedness (other than purchase money indebtedness) permitted under this Agreement, such property shall cease to be treated as “Excluded Property” hereunder.

“Excluded Subsidiary” shall mean any Subsidiary, other than a Foreign Loan Party, that (a) is not a Wholly Owned Subsidiary, (b) is Worthington Receivables Company, (c) is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, if in the reasonable good faith determination of Worthington Steel, in consultation with Agent, a guarantee by a “controlled foreign corporation” within the meaning of Section 957(a) of the Code would result in materially adverse tax consequences to Worthington Steel or any of its Subsidiaries, (d) 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, if in the reasonable good faith determination of Worthington Steel, in consultation with Agent, a guarantee by such a Subsidiary would result in materially adverse tax consequences to Worthington Steel or any of its Subsidiaries, (e) any Subsidiary that is not organized or formed under the laws of any

state of the United States of America or the District of Columbia, and (f) any other Subsidiary with respect to which, in the reasonable judgment of Agent (confirmed in writing by notice to Worthington Steel), the cost or other consequences of becoming a Guarantor shall be excessive in view of the benefits to be obtained by Lenders therefrom.

“Excluded Taxes” shall mean, with respect to Agent, any Lender, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations, (a) Taxes imposed on or measured by such recipient’s overall net income (however denominated), franchise taxes and any branch profits taxes, in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office or applicable lending office is located or, in the case of any Lender, Swing Loan Lender or Issuer, in which its applicable lending office is located, or (ii) that are Other Connection Taxes, (b) in the case of a Foreign Lender, any U.S. federal withholding tax payable to or for the account of such Foreign Lender with respect to an applicable interest in an Advance or Revolving Commitment pursuant to a law in effect on the date on which (i) such Foreign Lender acquires such interest in an Advance or Revolving Commitment (other than pursuant to an assignment request by a Loan Party under Section 3.11(b)) or (ii) such Foreign Lender (or any other Lender, including the Swing Loan Lender) changes its lending office, except in each case to the extent that, pursuant to Section 3.10, 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 3.10(e), or (d) any U.S federal withholding Taxes imposed under FATCA.

“Excluded Worthington Entity” shall mean Worthington Industries and each of its Subsidiaries (after giving effect to the Steel Spin-Off).

“Extended Terms Customers” shall mean each Person and its respective Affiliates listed on Schedule 2.1 attached hereto, as such schedule may be updated from time to time, in writing from Borrowing Agent to Agent, to include additional Persons acceptable to Agent in Agent’s Permitted Discretion.

“FATCA” shall mean 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) and any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Bodies and implementing such sections of the Code.

“Fee Letter” shall mean that certain fee letter dated August 24, 2023 among PNC, PNC Capital Markets LLC and Worthington Steel.

“Fitch” shall mean Fitch Ratings Inc., and its successors.

“Fixed Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) Consolidated EBITDA minus Capital Expenditures that were not specifically funded by Indebtedness (other than a Revolving Advance) of Worthington Steel and its Subsidiaries on a

consolidated basis with respect to such period, plus cash tax refunds received by Worthington Steel and its Subsidiaries on a consolidated basis with respect to such period, minus cash taxes due and owing or paid by Worthington Steel and its Subsidiaries on a consolidated basis with respect to such period to (b) Fixed Charges.

“Fixed Charges” shall mean, with respect to any fiscal period, the sum of (a) interest expense of Worthington Steel and its Subsidiaries on a consolidated basis with respect to such period, plus (b) scheduled principal payments on Indebtedness of Worthington Steel and its Subsidiaries on a consolidated basis with respect to such period, plus (c) cash dividends and distributions paid by Worthington Steel and its Subsidiaries as permitted hereunder (other than the Steel Spin-Off Distribution).

“Foreign Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements, currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency in exchange for the sale of another currency.

“Foreign Currency Hedge Liabilities” shall have the meaning assigned in the definition of “Lender Provided Foreign Currency Hedge”.

“Foreign In-Transit Inventory” shall mean Inventory of a Loan Party that is in transit outside the United States or Canada.

“Foreign Lender” shall mean any Lender that is not organized under the laws of the United States of America.

“Foreign Loan Party” shall mean (a) Tempel Canada Company; (b) Tempel de Mexico, S. de R.L. de C.V.; and (c) any other Foreign Subsidiary of a Borrower that is organized under the laws of Mexico, Canada, a province or territory of Canada and made a “Loan Party” hereunder with the written consent of Worthington Steel.

“Foreign Subsidiary” shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any state or territory thereof or the District of Columbia.

“GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

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

“Governmental Acts” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Body.

“Governmental Body” shall mean any nation or government, any state, province, territory or other political subdivision thereof or any entity, authority, agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to a government (including any supra-national bodies such as the

European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantor” shall mean (a) Borrowing Agent, solely in respect of the Secured Obligations of any other Borrowers or Loan Parties, and (b) for all other purposes, the parties to this Agreement which are designated as a “Guarantor” on the signature page hereof and each other Person who may hereafter guarantee payment or performance of the whole or any part of the Secured Obligations and “Guarantors” shall mean collectively all such Persons.

“Guarantor Joinder” shall have mean a joinder by a Person as a Guarantor under this Agreement and the Other Documents in the form of Exhibit 6.20(b).

“Guaranty” shall mean any guaranty of the Secured Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders, in form and substance satisfactory to Agent, including Article XVII hereof.

“Hazardous Discharge” shall have the meaning set forth in Section 9.3 hereof.

“Hazardous Materials” shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous or Toxic Substances or related materials as defined in or subject to regulation under Environmental Laws, and all waste materials subject to regulation under CERCLA, RCRA or applicable federal, state, provincial or territorial law, and any other applicable federal, state, provincial or territorial laws now in force or hereafter enacted relating to hazardous waste disposal.

“Hedge Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities, the Interest Rate Hedge Liabilities, Commodity Hedge Liabilities and Non-Lender Commodity Hedge Liabilities.

“Hedge/Bank Product Reserve” shall mean, as of any date of determination, the amount of reserves that Agent has established against the Borrowing Base in respect of Hedge Liabilities and Other Lender Provided Financial Service Product Liabilities as of such date (based upon Agent’s determination in its Permitted Discretion of the credit exposure in respect of such Hedge Liabilities and Other Lender Provided Financial Service Product Liabilities).

“Increased Amount Date” shall have the meaning assigned to such term in Section 2.24(a)(ii) hereof.

“Incremental Lender” shall have the meaning assigned to such term in Section 2.24(a)(iii) hereof.

“Incremental Revolving Credit Commitment” shall have the meaning assigned to such term in Section 2.24(a)(i) hereof.

“Incremental Revolving Credit Increase” shall have the meaning assigned to such term in Section 2.24(a)(i) hereof.

“Indebtedness” shall mean, as to any Person at any time, without duplication, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than ninety (90) days past due), (v) any guaranty of Indebtedness for borrowed money, (vi) Disqualified Equity Interests, or (vii) net obligations of such Person in respect of Foreign Currency Hedges, Interest Rate Hedges and Commodity Hedges (with the amount of any net obligation thereunder on any date deemed to be the Swap Termination Value thereof as of such date).

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

“Ineligible Institution” means a (a) natural person, (b) Defaulting Lender, (c) holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Revolving Advances or Revolving Commitments, (y) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business, (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party, or (e)a Disqualified Institution.

“Ineligible Security” shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

“Insolvency Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s direct or indirect parent company, such Person (a) becomes the subject of a bankruptcy, restructuring or insolvency proceeding (including any proceeding under Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), or the Winding-Up and Restructuring Act (Canada) or a restructuring or arrangement of debt under a Canadian corporate statute), or a notice of intention to enforce on security under section 244 of the Bankruptcy and Insolvency Act (Canada) is delivered, or regulatory restrictions under United States Law, (b) has had a receiver, interim-receiver, receiver-manager, conservator, trustee, proposal trustee, monitor, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization,

arrangement, compromise, winding up or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law of the United States, or (e) shall take any action to authorize any of the actions described in clauses (a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or Canada or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

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

“Intellectual Property” shall mean property constituting a patent, copyright, trademark, industrial design (or any application in respect of the foregoing), service mark, copyright, copyright application, trade name, mask work, trade secrets, design right, assumed name or license or other right to use any of the foregoing under Applicable Law.

“Intellectual Property Claim” shall mean the assertion in writing that is known to Worthington Steel by any Person of a claim that any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person, in each case, unless such assertion would not, in Agent’s Permitted Discretion, materially impair any Loan Party’s or Agent’s ability to sell or otherwise dispose of such Inventory.

“Interest Period” shall mean the period provided for any Term SOFR Rate Loan pursuant to Section 2.2(b) hereof.

“Interest Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries in order to provide protection to, or minimize the impact upon, such Borrower, any Guarantor and/or their respective Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

“Interest Rate Hedge Liabilities” shall have the meaning assigned in the definition of “Lender Provided Interest Rate Hedge”.

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

“Inventory Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(B)(iii) hereof.

“Inventory NOLV Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(B)(iii) hereof.

“Issuer” shall mean, individually or collectively as the context may require, (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender from time to time designated by Borrowing Agent, with the consent of such Lender and upon notice to Agent.

“ITA” means the Income Tax Act (Canada), as amended, and including any successor legislation thereto.

“Law(s)” shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, of any Governmental Body, foreign or domestic.

“Leasehold Interests” shall mean all of each Loan Party’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

“Lender” and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender. For the purpose of provision of this Agreement or any Other Document which provides for the granting of a security interest or other Lien to Agent for the benefit of Lenders as security for the Secured Obligations, “Lenders” shall include any Affiliate of a Lender to which such Secured Obligation (specifically including any Commodity Hedge Liabilities, Foreign Currency Hedge Liabilities, the Interest Rate Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities) is owed. Unless the context otherwise requires, the term “Lenders” includes Swing Loan Lender and Issuer.

“Lender Joinder Agreement” shall have the meaning assigned to such term in Section 2.24(a)(v)(F).

“Lender Provided Commodity Hedge” shall mean any Commodity Hedge entered into with a Person that, at the time the ISDA master agreement governing such Commodity Hedge was executed, was a Lender or an Affiliate of a Lender. The liabilities owing to the provider of any Lender Provided Commodity Hedge (the “Commodity Hedge Liabilities”) by any Loan Party that is party to such Lender Provided Commodity Hedge shall, for purposes of this Agreement and all Other Documents be “Secured Obligations” of such Person and of each other Loan Party, be guaranteed obligations under the Guaranty and secured obligations under any Other Document, as applicable, and otherwise treated as Secured Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Commodity Hedge Liabilities shall be pari passu with the Liens securing all other Secured Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lender Provided Foreign Currency Hedge” shall mean any Foreign Currency Hedge entered into with a Person that, at the time the ISDA master agreement governing such Foreign Currency Hedge was executed was a Lender or an Affiliate of a Lender. The liabilities owing to the provider of any Lender Provided Foreign Currency Hedge (the “Foreign Currency Hedge

Liabilities”) by any Loan Party that is party to such Lender Provided Foreign Currency Hedge shall, for purposes of this Agreement and all Other Documents be “Secured Obligations” of such Person and of each other Loan Party, be guaranteed obligations under the Guaranty and secured obligations under any Other Document, as applicable, and otherwise treated as Secured Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Secured Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Lender Provided Interest Rate Hedge” shall mean any Interest Rate Hedge entered into with a Person that, at the time the ISDA master agreement governing such Interest Rate Hedge was executed was a Lender or an Affiliate of a Lender. The liabilities owing to the provider of any Lender Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Loan Party that is party to such Lender Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Secured Obligations” of such Person and of each other Loan Party, be guaranteed obligations under any Guaranty and secured obligations under any Other Document, as applicable, and otherwise treated as Secured Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Interest Rate Hedge Liabilities shall be pari passu with the Liens securing all other Secured Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Letter-of-Credit Rights” shall have the meaning given to that term in the Uniform Commercial Code.

“Letter of Credit Application” shall have the meaning set forth in Section 2.12(a) hereof.

“Letter of Credit Borrowing” shall have the meaning set forth in Section 2.14(d) hereof.

“Letter of Credit Fees” shall have the meaning set forth in Section 3.2(a) hereof.

“Letter of Credit Sublimit” shall mean $55,000,000.

“Letters of Credit” shall have the meaning set forth in Section 2.11(a) hereof.

“License Agreement” shall mean any agreement between any Loan Party and a Licensor pursuant to which such Loan Party is authorized to use any Intellectual Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of such Loan Party or otherwise in connection with such Loan Party’s business operations.

“Licensor” shall mean any Person from whom any Loan Party obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual Property in connection with such Loan Party’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in connection with such Loan Party’s business operations.

“Licensor/Agent Agreement” shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent in its Permitted Discretion, by which Agent is given the unqualified right, vis-á-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Loan Party’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Loan Party’s default under any License Agreement with such Licensor.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code, the PPSA or comparable filing or notice under any comparable law of any jurisdiction.

“Line Cap” shall mean at any time the lesser of (x) the Maximum Revolving Advance Amount in effect at such time or (y) the Borrowing Base (calculated without giving effect to clause 2.1(a)(iv) thereof) at such time.

“LLC Division” shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any such Borrower or Guarantor into two or more newly formed limited liability companies (whether or not such Borrower or Guarantor is a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar provision under any similar act governing limited liability companies organized under the laws of any other State or Commonwealth or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Body that results or may result in, any such division.

“Loan Parties” shall collectively mean Borrowers and Guarantors and “Loan Party” shall mean any Borrower or any Guarantor.

“Material Adverse Change” shall mean any set of circumstances or events which (a) has or would reasonably be expected to have any material adverse effect upon the validity or enforceability of this Agreement or any Other Document, (b) is or would reasonably be expected to be material and adverse to the business, properties, assets, financial condition or results of operations of Loan Parties taken as a whole, (c) impairs materially or would reasonably be expected to impair materially the ability of Loan Parties to duly and punctually pay or perform the Obligations, or (d) impairs materially or would reasonably be expected to impair materially the ability of Agent or any Lender, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any Other Document.

“Material Contract” shall mean any contract, agreement, instrument, permit, lease or license, written or oral, of any Loan Party, which is material to any Loan Party’s business taken as a whole and which the failure to comply with would reasonably be expected to result in a Material Adverse Change.

“Material Indebtedness” shall have the meaning set forth in Section 10.11 hereof

“Maximum Revolving Advance Amount” shall mean $550,000,000 plus any Incremental Revolving Credit Increases in accordance with Section 2.24, minus any permanent reductions in accordance with Section 2.2(f).

“Maximum Swing Loan Advance Amount” shall mean the greater of (i) $55,000,000 or (ii) ten percent (10%) of the Maximum Revolving Advance Amount.

“Maximum Undrawn Amount” shall mean, with respect to any outstanding Letter of Credit as of any date, the Dollar amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

“Mexican Collateral” shall mean “Pledged Assets” (as defined in the Mexican Pledge Agreement).

“Mexican Deposit Accounts” shall mean all accounts maintained by a Loan Party at banks located in Mexico.

“Mexican Guarantors” shall mean collectively Tempel de Mexico, S. de R.L. de C.V. and any other Subsidiary that is organized or formed under the laws of Mexico and is joined to this Agreement as an additional Guarantor from time to time in accordance with the terms of this Agreement.

“Mexican Intercompany Note” shall mean that certain Revolving Loan Agreement between Tempel de Mexico, S. de R.L. de C.V. and Tempel Steel Company LLC dated December 1, 2021, as amended by that certain First Amendment Agreement dated April 1, 2022, and any extensions, renewals or refinancings thereof.

“Mexican Law Documents” shall mean, collectively, (a) the Mexican Pledge Agreement, (b) bank account mandate agreements with respect to banks located in Mexico, (c) a Power of Attorney appointing Borrowing Agent as its agent for service of process in the United States, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Mexican Loan Parties” shall mean, collectively, the Mexican Guarantors and their respective successors and permitted assigns; each a “Mexican Loan Party”.

“Mexican Pledge Agreement” shall mean the Mexican Non-Possessory Pledge Agreement over Receivables, entered into by the Mexican Guarantors on the Closing Date to the satisfaction of Agent in its Permitted Discretion, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Mexico” means the United Mexican States.

“Monthly Borrowing Base Trigger Event” shall mean the occurrence of the following: Undrawn Availability being less than the greater of (y) 90% of the Line Cap and (z) $475,000,000.

“Monthly Borrowing Base Trigger Satisfaction Event” shall mean, subsequent to the occurrence of a Monthly Borrowing Base Trigger Event, the occurrence of the following: Undrawn Availability is greater than or equal to the greater of (y) 90% of the Line Cap and (z) $475,000,000 for a period of 30 consecutive days.

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Sections 3(37) or 4001(a)(3) of ERISA to which contributions are required or, within the preceding five plan years, were required by any Loan Party or any member of the Controlled Group.

“Multiple Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Loan Party or any member of the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“New Lender” shall have the meaning assigned to such term in Section 2.24(a)(iii) hereof.

“Non-Defaulting Lender” shall mean, at any time, any Lender holding a Revolving Commitment and/or any Incremental Revolving Credit Commitment, as applicable, that is not a Defaulting Lender at such time.

“Non-Designated Customers Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(B)(i).

“Non-Lender Commodity Hedge” shall mean any Commodity Hedge which is entered into with a Non-Lender Commodity Hedge Provider. The liabilities owing to the provider of any Non-Lender Commodity Hedge (the “Non-Lender Commodity Hedge Liabilities”) by any Loan Party that is party to such Non-Lender Commodity Hedge shall, for purposes of this Agreement and all Other Documents be “Secured Obligations” of such Person and of each other Loan Party, be guaranteed obligations under the Guaranty and secured obligations under any Other Document, as applicable, and otherwise treated as Secured Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Non-Lender Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

“Non-Lender Commodity Hedge Liabilities” shall have the meaning set forth in the definition of “Non-Lender Commodity Hedge”.

“Non-Lender Commodity Hedge Provider” shall mean a Person that (a) at the time of entering into the ISDA master agreement governing any Commodity Hedges with the relevant Loan Party (or Subsidiary thereof) is neither a Lender nor an Affiliate of a Lender and (b) delivers to Agent a letter agreement (i) appointing Agent as its agent under this Agreement and (ii) agreeing to be bound by Sections 2.6(e), 12.3, Article XIV and Section 16.1 as if such Person was a Lender, substantially in the form of Exhibit 1.2(b). The designation of any Non-Lender Commodity Hedge Provider shall not create in favor of such Person any rights in connection with the management or

release of Collateral or of the obligations of any Loan Party under the Other Documents, including, without limitation, any voting rights under this Agreement or any Other Document.

“Non-Qualifying Party” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

“Notes” shall mean collectively, the Revolving Credit Notes and the Swing Loan Note.

“Obligations” shall mean any obligation or liability of any Loan Party, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Notes, the Letters of Credit or any Other Document whether to Agent, any of Lenders or their Affiliates or other persons provided for hereunder or under such Other Documents.

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Organizational Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting trust agreement) and specifically includes, without limitation, any certificates of designation for preferred stock or other forms of preferred equity.

“Original Currency” shall have the meaning specified in Section 2.27(a) hereof.

“Other Connection Taxes” shall mean, with respect to Agent, any Lender, Swing Loan Lender, Issuer or any other recipient of any payment to be made by or on account of any Obligations, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any right hereunder or under any Other Documents, or sold or assigned an interest hereunder or under any Other Documents).

“Other Currency” shall have the meaning specified in Section 2.27(a) hereof.

“Other Documents” shall mean the Notes, any Guaranty, the Canadian Security Documents, the Mexican Law Documents, the Fee Letter, Letters of Credit, any Blocked Account Agreement and any and all other agreements, instruments and documents, including intercreditor or subordination agreements, guaranties, pledges, powers of attorney, consents, and all other writings heretofore, now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in connection with the foregoing which Worthington Steel and Agent agree in writing is an “Other Document”, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions and replacements thereto and thereof.

“Other Lender Provided Financial Service Product” shall mean agreements or other arrangements under which any Lender or Affiliate of a Lender provides any of the following products or services to any Loan Party: (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 program or (h) supply chain finance services including, without limitation, trade payable services and supplier accounts receivable purchases. The indebtedness, obligations and liabilities of any Loan Party to the provider of any Other Lender Provided Financial Service Product (including all obligations and liabilities owing to such provider in respect of any returned items deposited with such provider) (the “Other Lender Provided Financial Service Product Liabilities”) shall be “Secured Obligations” hereunder, guaranteed obligations under the Guaranty and secured hereunder, and otherwise treated as Secured Obligations for purposes of each of the Other Documents. The Liens securing the Other Lender Provided Financial Service Products shall be pari passu with the Liens securing all other Secured Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

“Other Lender Provided Financial Service Product Liabilities” shall have the meaning provided in the definition of “Other Lender Provided Financial Service Product”.

“Other Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any Other Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.11(b)).

“Out-of-Formula Loans” shall have the meaning set forth in Section 16.2(e) hereof.

“Overnight Bank Funding Rate” shall mean, for any day, the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by Agent for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate shall be determined by Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to Borrowers.

“Participant” shall have the meaning set forth in Section 16.3(b) hereof.

“Participant Register” shall have the meaning set forth in Section 16.3(b) hereof.

“Participation Advance” shall have the meaning set forth in Section 2.14(d) hereof.

“Participation Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii) hereof) of Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of Credit issued hereunder as provided for in Section 2.14(a) hereof.

“Payment Conditions” shall mean, with respect to any Restricted Action and as of the time of determination with respect to any such Restricted Action, the following:

(a) If Specified Availability (x) for the 30 day period immediately preceding the date of such Restricted Action (calculated by giving pro forma effect to such Restricted Action and to the Advances being made to finance any part of such Restricted Action as though such Restricted Action had occurred, and such Advances had been made, on the first day of such 30 day period) and (y) on the date of the applicable Restricted Action (calculated by giving pro forma effect to such Restricted Action and to the Advances being made to finance any part of such Restricted Action), is greater than or equal to the greater of (i) $96,250,000 and (ii) 20% of the Line Cap, then Loan Parties shall be permitted to take such Restricted Action so long as no Event of Default has occurred and is continuing or would result from such Restricted Action; or

(b) If Specified Availability (x) for the 30 day period immediately preceding the date of such Restricted Action (calculated by giving pro forma effect to such Restricted Action and to the Advances being made to finance any part of such Restricted Action as though such Restricted Action had occurred, and such Advances had been made, on the first day of such 30 day period) and (y) on the date of the applicable Restricted Action (calculated by giving pro forma effect to such Restricted Action and to the Advances being made to finance any part of such Restricted Action), is (i) less than the greater of (A) $96,250,000 and (B) 20% of the Line Cap but (ii) greater than or equal to the greater of (A) $68,750,000 and (B) 15% of the Line Cap, then Loan Parties shall be permitted to take such Restricted Action if (1) no Event of Default has occurred and is continuing or would result from such Restricted Action and (2) Loan Parties demonstrate that the Fixed Charge Coverage Ratio for the most recently ended twelve month fiscal measurement period (calculated by giving pro forma effect to such Restricted Action and to the Advances being made to finance any part of such Restricted Action as though such Restricted Action had occurred, and such Advances had been made, on the first day of the trailing twelve month fiscal measurement period for which the Fixed Charge Coverage Ratio is being calculated) is at least 1.00 to 1.00.

“Payment in Full of the Obligations” shall mean the occurrence of all of the following: (i) payment and performance in full of all Obligations (other than contingent or indemnity obligations for which no claim has been made in writing by the Person entitled thereof); (ii) all Letters of Credit have expired or have been Cash Collateralized pursuant to the terms hereof; (iii) termination of this Agreement; and (iv) in the case of any Secured Obligations with respect to Other Lender Provided Financial Service Product and any Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge and Lender Provided Commodity Hedge, in lieu of the payment in full in cash, the delivery of cash collateral in such amounts as shall be required by the

applicable Lender or other arrangements in form and substance reasonably satisfactory to such Lender in respect thereof.

“Payment Office” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if any, which it may designate by written notice to Borrowing Agent and to each Lender to be the Payment Office.

“Payment Recipient” has the meaning assigned to it in Section 14.14(a) hereof.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

“Pension Benefit Plan” shall mean at any time any “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Sections 412, 430 or 436 of the Code and either (i) is maintained or to which contributions are required by any Loan Party or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions have been required by a Loan Party or any entity which was at such time a member of the Controlled Group, provided, for the avoidance of doubt, that a Pension Benefit Plan shall not include any Canadian Pension Plan or Canadian Multi-Employer Pension Plan.

“Permitted Acquisitions” shall mean acquisitions of all or substantially all of the assets, a division product line, a line of business, or Equity Interests of another Person (the “Target”) so long as the following requirements are met:

(a) if a Loan Party is acquiring the Equity Interests in the Target, such Target shall (in accordance with Section 6.20), (1) execute a Borrower Joinder or a Guarantor Joinder, as applicable, and such other documents reasonably required by Agent to join this Agreement and the Other Documents, as a Borrower or a Guarantor, as applicable, pursuant to Section 6.20 hereof, and (2) grant first-priority, perfected Liens (subject to Permitted Encumbrances) in its assets which constitute Collateral to Agent for the benefit of Lenders, subject to documentation satisfactory to Agent in its Permitted Discretion;

(b) the business, division, product line or line of business acquired, or the business conducted by the Target, as applicable, shall be a business otherwise permitted to be engaged in by Loan Parties as set forth in Section 7.9 hereof;

(d) the board of directors (or other comparable governing body) of the Target shall have duly approved the transaction; and

(e) (i) unless the proposed acquisition is funded solely with cash proceeds of Equity Interests issued by Loan Parties, Borrowers shall have delivered to Agent a Borrowing Base Certificate demonstrating that, upon giving effect to such acquisition on a pro forma basis, Loan Parties are in compliance with the Payment Conditions, and (ii) if the proposed acquisition consists

of the Equity Interests of the Target, the Target shall join, concurrently with the closing thereof, this Agreement as a Borrower or a Guarantor, as applicable, pursuant to Section 6.20 hereof and shall have granted a first-priority, perfected Liens (subject to Permitted Encumbrances) in such assets to be included in the Borrowing Base to Agent for the benefit of Lenders, subject to documentation satisfactory to Agent in its Permitted Discretion.

Assets acquired in any Permitted Acquisition shall only be included in the Borrowing Base if (1) such assets satisfy the applicable eligibility criteria and (2) the value of such assets included in the Borrowing Base does not exceed Fifteen Million and 00/100 Dollars ($15,000,000.00) until Agent shall have received an audit or appraisal of such assets.

“Permitted Discretion” shall mean a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially reasonable business judgment.

“Permitted Encumbrances” shall mean:

(a) (i) Liens in favor of Agent, for the benefit of Agent and the Secured Parties, arising under this Agreement and the Other Documents;

(b) Liens for taxes, assessments or other governmental charges not yet overdue by more than forty-five (45) days (or, with respect to real estate Taxes, any longer period before delinquency), or being Properly Contested;

(c) deposits or pledges to secure obligations under social security, worker’s compensation, workmen’s compensation laws, unemployment or employment insurance laws, old age pensions or similar legislation or programs, or similar laws, or under general liability, product liability or unemployment insurance;

(d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety, performance, indemnity, appeal and similar bonds and other obligations of like nature arising in the ordinary course of business;

(e) Liens arising by virtue of the rendition, entry or issuance against any Loan Party or any Subsidiary of a Loan Party, or any property of any Loan Party or any Subsidiary of a Loan Party, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under Section 10.6 hereof;

(f) (i) landlords’, carriers’, repairmens’, mechanics’, warehousemen’s workers’, materialmen’s or other like Liens, (ii) Liens of customs brokers, freight forwarders and common carriers, and (iii) statutory and common law Liens of landlords, in each case securing obligations that are not overdue by more than forty-five (45) days or which are being Properly Contested;

(g) Liens arising under any applicable federal or provincial pension standards legislation in respect of amounts required to be remitted to a Canadian Pension Plan or Canadian Multi Employer Pension Plan but are not yet due;

(h) Liens placed upon fixed assets hereafter acquired to secure a portion of the purchase price thereof or otherwise securing Indebtedness (other than Obligations) incurred for Capital Expenditures and Capitalized Lease Obligations as permitted under clause (b) of the definition of “Permitted Indebtedness”, provided that any such Lien shall not encumber any other property of any Loan Party;

(i) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other charges or encumbrances, in each case, which do not interfere in any material respect with the ordinary course of business of Loan Parties and their Subsidiaries;

(j) Liens disclosed on Schedule 1.2; provided that such Liens shall secure only those obligations which they secure on the Steel Spin-Off Effective Date (and extensions, renewals and refinancing thereof, as permitted herein) and shall not subsequently apply to any other property or assets of any Loan Party other than the property and assets to which they apply as of the Steel Spin-Off Effective Date;

(k) Liens in favor of landlords on leasehold improvements financed by allowances or advances provided by such landlords pursuant to lease arrangements;

(l) Liens on assets or property at the time a Loan Party or a Subsidiary acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into Loan Party or a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by Loan Party or a Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

(m) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by Loan Party or any other Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

(n) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or other obligations not constituting Indebtedness;

(o) leases, subleases, licenses and sublicenses of real property which do not materially interfere with the ordinary conduct of the business of Loan Parties, and all Liens created or purported to be created by any lessee, sublesse, licensee or sublicensee of any Loan Parties in

violation of any applicable lease, sublease, licensee or sublicensee, without the express permission of such Loan Parties;

(p) Liens on any Real Property;

(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business or in connection with a similar business;

(r) Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

(s) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement securing obligations of such joint venture or pursuant to any joint venture agreement or similar agreement;

(t) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers, suppliers or service providers of Loan Parties in the ordinary course of business;

(u) Liens on Term Loan Collateral to the extent permitted herein;

(v) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution, provided that (1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the applicable Loan Party in excess of those set forth by regulations promulgated by the federal Reserve Board, and (2) such deposit account is not intended by such Loan Party to provide collateral to the depository institution;

(w) Liens arising in connection with Permitted Supply Chain Financings;

(x) Liens on cash, cash equivalents or marketable securities delivered to a Non-Lender Commodity Hedge Provider to secure any Non-Lender Commodity Hedge Liabilities in an amount not to exceed $10,000,000 at any one time outstanding; and

(y) Liens securing other obligations of Loan Parties and their Subsidiaries in an aggregate amount not to exceed $25,000,000 at any one time outstanding.

“Permitted Indebtedness” shall mean:

(a) the Secured Obligations;

(b) Indebtedness (other than any Secured Obligations) incurred for Capital Expenditures and Capitalized Lease Obligations in an aggregate amount of $150,000,000 at any one time outstanding;

(d) any Indebtedness existing on the Closing Date and, to the extent such Indebtedness will continue to exist following the Steel Spin-Off Effective Date, listed on Schedule 5.8(b)(ii) hereof including any extensions, renewals or refinancings thereof, provided that the principal amount of such Indebtedness shall not be increased without the prior written consent of the Required Lenders;

(e) obligations (including reimbursement obligations with respect to warehouse receipts and similar instruments) in respect of indemnities, warranties, statutory obligations, performance, bid, appeal and surety bonds, completion guarantees and similar obligations provided by a Loan Party or any Subsidiary, in each case incurred in the ordinary course of business or consistent with past practice or industry practice;

(f) to the extent constituting Indebtedness, Permitted Investments;

(g) Indebtedness owing to another Loan Party, subject to clause (l) of the definition of Permitted Investments;

(h) to the extent constituting Indebtedness, Interest Rate Hedges, Foreign Currency Hedges and Commodity Hedges entered into for hedging purposes (and not for speculation);

(i) unfunded obligations under Pension Benefit Plans, Canadian Pension Plans, or any Plan to the extent such amounts are permitted to remain unfunded under applicable law;

(j) Indebtedness with respect to customer advances or prepayments made in the ordinary course of business as determined in accordance with GAAP;

(k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence;

(l) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(m) Indebtedness to current or former officers, directors and employees of any Loan Party or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Worthington Steel to the extent such purchase or redemption is permitted by Section 7.7(d);

(n) Indebtedness in respect of obligations of a Loan Party to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business or consistent with past practices and not in connection with the borrowing of money;

(o) Indebtedness owing by Tempel de Mexico, S. de R.L. de C.V. to Tempel Steel Company LLC under the Mexican Intercompany Note in an aggregate amount not to exceed $50,000,000 at any time outstanding;

(p) Indebtedness to customs brokers, freight forwarders, common carriers, landlords and similar Persons, in each case incurred in the ordinary course of business or consistent with past practices;

(q) [reserved];

(r) other unsecured Indebtedness of one or more Loan Parties in an amount not to exceed $25,000,000 at any time outstanding; and

(s) Any term loan Indebtedness not in excess of the lesser of (i) $300,000,000 and (ii) such lesser amount that not would cause the Consolidated Net Leverage Ratio to exceed 4.25:1.00 after giving effect to the incurrence of such Indebtedness, singularly or in the aggregate, at any time so long as:

(i) the collateral for such Indebtedness shall consist solely of second (2^nd) priority Liens against Collateral (as defined in this Agreement on the Closing Date) and first (1^st) priority Liens against other assets not constituting Collateral (as defined in this Agreement on the Closing Date) (such other assets, “Term Loan Collateral”), in each case subject to Permitted Encumbrances and as more fully set forth in the terms and provisions of a customary intercreditor agreement or arrangement acceptable to Agent in its Permitted Discretion;

(ii) Agent shall have been granted a second priority Lien (subject to Permitted Encumbrances) in such Term Loan Collateral (excluding any Real Property), for its benefit and the benefit of the Secured Parties, to secure the Secured Obligations pursuant to an amendment to this Agreement and the Other Documents in form and substance satisfactory to Agent (it being acknowledged, agreed and understood by all parties hereto, that Agent shall be authorized to file any and all UCC-3 financing statement amendments or PPSA financing change statements Agent deems reasonably necessary from time to time to reflect the Term Loan Collateral);

(iii) if Agent has been granted a lien on Term Loan Collateral in accordance with clause (i) above, Agent shall have received all supplemental opinions of counsel (including local counsel, if applicable), in form and substance acceptable to Agent in its Permitted Discretion, as Agent deems necessary in its Permitted Discretion with respect to the Term Loan Collateral;

(iv) such Indebtedness includes a maturity date that is no earlier than the last day of the Term;

(v) such Indebtedness is not guaranteed by any Excluded Subsidiary; and

(vi) on the date such Indebtedness is incurred, after giving effect to any repayment of Advances with proceeds thereof, Undrawn Availability is greater than or equal to the greater of (A) $68,750,000 and (B) 15% of the Line Cap.

“Permitted Investments” shall mean investments in:

(a) direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America;

(b) commercial paper, domestic or foreign (A) rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s on the date of acquisition or (B) issued by any of (y) Agent, or (z) any Lender;

(c) demand deposits, time deposits or certificates of deposit and other obligations issued by any Lender, or any other domestic or foreign commercial bank that has stockholders’ equity of One Hundred Million and 00/100 Dollars ($100,000,000.00) or more on the date of acquisition;

(d) obligations of any foreign government or obligations that possess a guaranty of the full faith and credit of any foreign government;

(e) United States government-sponsored enterprises, federal agencies, and federal financing banks that are not otherwise authorized including, but not limited to, the following:

(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;

(f) obligations of states, counties, and municipalities of the United States:

(g) debt obligations (other than commercial paper obligations) of domestic or foreign corporations;

(h) preferred stock obligations with a floating rate dividend that is reset periodically at auction;

(i) 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;

(j) investments in shares of institutional mutual funds whose investment policies are essentially in agreement with the above type and criteria for investments otherwise set forth in this definition of Permitted Investments;

(k) investments existing on the Closing Date and, to the extent such investments will continue to exist following the Steel Spin-Off Effective Date, disclosed on Schedule 1.3;

(l) intercompany loans or other investments between and among Loan Parties which is subject to an intercompany subordination agreement in form and substance satisfactory to Agent in its Permitted Discretion; provided that the aggregate amount of loans and investments made to all Mexican Loan Parties pursuant to this clause (l), together with the aggregate amount of asset dispositions made to Mexican Loan Parties pursuant to Section 7.1(b)(iii) hereof, shall not exceed $20,000,000;

(m) investments or loans by any Loan Party in any non-Loan Party Subsidiary or joint venture in the aggregate amount not to exceed $20,000,000, so long as, at the time any such investment or loan is made, (i) no Event of Default has occurred and is continuing and (ii) no Cash Dominion Period has occurred and is continuing ;

(n) investments that constitute Permitted Acquisitions;

(o) loans and advances to officers, directors, employees or consultants of Worthington Steel or any of its Subsidiaries in respect of payroll payments and expenses in the ordinary course of business or consistent with past practices;

(p) loans under 401(k) plans;

(q) investments in the form of a prepayment of expenses in the ordinary course of business or consistent with past practices;

(r) guarantees by any Loan Party of leases or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business or consistent with past practices;

(s) the extension of trade credit by a Loan Party 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;

(t) other investments or loans from time to time in an aggregate outstanding amount not to exceed $15,000,000 at any time, so long as, at the time any such investment or loan is made, (i) no Event of Default has occurred and is continuing and (ii) no Cash Dominion Period has occurred and is continuing; and

(u) subject to compliance with the Payment Conditions at the time of the incurrence thereof, other investments or loans from time to time,

provided that the investments described in clauses (d), (e), (f), (g), (h), (i) and (j) above are restricted to obligations rated no lower than investment grade by Moody’s or Standard & Poor’s.

“Permitted Supply Chain Financing” shall mean any supply chain financing entered into in the ordinary course of business on customary terms, whereby (a) the Receivables payable by Permitted Supply Chain Customers are sold by a Loan Party to a third-party financing source on a

basis that is non-recourse to the applicable Loan Party, and (b) such Loan Party promptly receives cash proceeds from the third-party financing source in an amount equal to the face value of the sold Receivables net of a commercially reasonable and customary discount rates and fees.

“Permitted Supply Chain Customers” shall mean (i) First Brands Group, Inc. and its Affiliates, (ii) Eaton Corporation and its Affiliates, and (iii) such other Persons approved in writing by Agent from time to time in its Permitted Discretion.

“Person” shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

“Plan” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan and a Multiemployer Plan) maintained by any Loan Party or any member of the Controlled Group or to which any Loan Party or any member of the Controlled Group is required to contribute; provided, however, the term “Plan” shall not include a Multiemployer Plan for purposes of Subsections 5.8(d)(v), (viii), (x) and (xiv) and shall not include any Canadian Pension Plan or Canadian Multi-Employer Pension Plan.

“PNC” shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.

“PPSA” means the Personal Property Security Act (Ontario), including the regulations thereto, provided that, if validity, perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction other than Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation in effect from time to time in such other jurisdiction (including the Civil Code of Quebec and the regulations respecting the register of personal and movable real rights thereunder) for purposes of the provisions hereof relating to such validity, perfection, effect of perfection or non-perfection or priority.

“Pro Forma Balance Sheet” shall have the meaning set forth in Section 5.5(c) hereof.

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

“Projections” shall have the meaning set forth in Section 5.5(b) hereof.

“Properly Contested” shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness or Taxes will not result in a Material Adverse Change or will not

result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness or taxes unless such Lien (x) does not attach to any Receivables or Inventory, (y) is at all times junior and subordinate in priority to the Liens in favor of Agent (except only with respect to property Taxes that have priority as a matter of applicable state law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.

“Protective Advances” shall have the meaning set forth in Section 16.2(f) hereof.

“Purchasing Lender” shall have the meaning set forth in Section 16.3(c) hereof.

“Qualified ECP Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding Ten Million and 00/100 Dollars ($10,000,000.00) or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

“Quarter-End Borrowing Base Certificate” shall have the meaning set forth in the definition of “Applicable Margin”.

“RCRA” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“Real Property” shall mean all of the owned and leased premises identified on Schedule 4.4 hereto or in and to any other premises or real property that are hereafter owned or leased by any Loan Party.

“Receivables” shall mean and include, as to each Loan Party, all of such Loan Party’s accounts (as defined in Article 9 of the Uniform Commercial Code) and all of such Loan Party’s contract rights, instruments (including those evidencing indebtedness owed to such Loan Party by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations owing to such Loan Party arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created.

“Register” shall have the meaning set forth in Section 16.3(e) hereof.

“Reimbursement Obligation” shall have the meaning set forth in Section 2.14(b) hereof.

“Rent Reserve” shall mean, with respect to any warehouse or other location where any Inventory subject to Liens of the landlord arising by operation of law is located and, at all times after the ninetieth (90^th) day after the Closing Date, no Collateral Access Agreement for such location has been obtained, a reserve equal to three (3) months’ rent at such warehouse or other location.

“Reportable Compliance Event” shall mean that (1) any Loan Party or any of Subsidiary of any Loan Party becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty or enters into a settlement with an Governmental Body in connection with any economic sanctions or other Anti-Terrorism Law or Anti-Corruption law, or any predicate crime to any Anti-Terrorism Law or Anti-Corruption Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations represents a violation of any Anti-Terrorism Law or Anti-Corruption Law; (2) any Loan Party or any of Subsidiary of any Loan Party engages in a transaction that has caused or may cause Lenders or Agent to be in violation of any Anti-Terrorism Law, including a Loan Party’s or any of Subsidiary of any Loan Party’s use of any proceeds of the credit facility to fund any operations in, finance any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Jurisdiction or Sanctioned Person; (3) any Collateral becomes Embargoed Property; or (4) any Loan Party or any of Subsidiary of any Loan Party otherwise violates, or reasonably believes that it will violate, any of the representations in Section 5.30 or Section 5.31, or any covenant in Section 6.9 or Section 7.18.

“Reportable ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder.

“Required Lenders” shall mean two or more Lenders that are not Affiliates (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding greater than fifty percent (50%) of either (a) the aggregate of the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender), or (b) after the termination of all commitments of Lenders hereunder, the sum of (y) the outstanding Revolving Advances and Swing Loans, plus (z) the participations in the Maximum Undrawn Amount of all outstanding Letters of Credit.

“Reserves” shall mean, without duplication of any other reserves or items that are otherwise addressed through eligibility criteria, any reserves which Agent deems necessary, in its Permitted Discretion, (a) to reflect impediments to Agent’s ability to realize upon the Collateral, (b) to reflect claims and liabilities that Agent determines will need to be satisfied in connection with the realization upon the Collateral, or (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the assets, business, financial performance or financial condition of any Loan Party, including, for example, reserves for accrued and unpaid interest on the Obligations, Rent Reserves, the Hedge/Bank Product Reserve, the Dilution Reserve, reserves for consignee’s, warehousemen’s, mortgagee’s and bailee’s charges, reserves for deferred, unpaid rent obligations with respect to Loan Parties’ leases of real property to the extent the applicable Loan Party and landlord have not entered into a written agreement providing for a payment plan for, or waiver of, such deferred rent obligations, and reserves for outstanding taxes, fees, assessments, and other governmental charges.

“Resolution Authority” shall mean an EEA Resolution Authority or a UK Resolution Authority, as applicable.

“Restricted Action” shall mean any action specifically subject to Payment Conditions in accordance with the terms herein.

“Revolving Advances” shall mean Advances made pursuant to Section 2.1(a).

“Revolving Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances and participate in Swing Loans, Letters of Credit and Protective Advances, in an aggregate principal and/or face amount not to exceed the Revolving Commitment Amount of such Lender.

“Revolving Commitment Amount” shall mean, initially, (i) as to any Lender other than an Incremental Lender, the Revolving Commitment Amount set forth opposite such Lender’s name on Schedule 1.1 hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) hereof, the Revolving Commitment Amount of such Lender as set forth in the applicable Commitment Transfer Supplement), and (ii) as to any Lender that is a New Lender, the Incremental Revolving Credit Commitment provided for in Lender Joinder Agreement signed by such New Lender, in each case as the same may be adjusted upon any increase by such Lender pursuant to Section 2.24 hereof, or any assignment by or to such Lender pursuant to Section 16.3(c) hereof.

“Revolving Commitment Percentage” shall mean, with respect to any Lender, a percentage equal to a fraction, the numerator of which is such Lender’s Revolving Commitment Amount and the denominator of which is the Maximum Revolving Advance Amount, provided, that, in accordance with Section 2.22, so long as any Lender is a Defaulting Lender, such Defaulting Lender’s Revolving Commitment Percentage shall be disregarded in the calculation of this definition.

“Revolving Credit Notes” shall have the meaning set forth in Section 2.1(a) hereof.

“Revolving Interest Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest rate per annum equal to the sum of the Applicable Margin plus the Alternate Base Rate and (b) with respect to Term SOFR Rate Loans the sum of the Applicable Margin plus the Term SOFR Rate plus the SOFR Adjustment.

“Sanctioned Jurisdiction” shall mean a country, region or territory that is itself subject of any Sanctions (at the time of the Closing Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” shall mean (a) a Person that is the subject of sanctions administered by OFAC or the U.S. Department of State, including by virtue of being (i) named on OFAC’s list of “Specially Designated Nationals and Blocked Persons”; (ii) organized under the laws of, ordinarily resident in, or physically located in a Sanctioned Jurisdiction; (iii) owned or controlled fifty percent (50%) or more in the aggregate, by one or more Persons that are the subject of

sanctions administered by OFAC; (b) a Person that is the subject of sanctions maintained by the European Union (“E.U.”), including by virtue of being named on the E.U.’s “Consolidated list of persons, groups and entities subject to E.U. financial sanctions” or other, similar lists; (c) a Person that is the subject of sanctions maintained by the United Kingdom (“U.K.”), including by virtue of being named on the “Consolidated List Of Financial Sanctions Targets in the U.K.” or other, similar lists; (d) a Person that is the subject of sanctions administered by the Government of Canada, pursuant to or as described in any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organization or individuals subject to economic sanctions and similar measures; (e) a Person that is subject of sanctions imposed by any of the United Nations Security Council, His Majesty’s Treasury of the U.K., or the Hong Kong Monetary Authority; or (f) a Person that is the subject of sanctions imposed by any Governmental Body of a jurisdiction whose laws apply to this Agreement.

“Sanctions” shall have the meaning set forth in the definition of “Anti-Terrorism Law”.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Obligations” shall mean all Obligations, together with any obligation or liability of any Loan Party, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (a) any Lender Provided Interest Rate Hedge, (b) any Lender Provided Foreign Currency Hedge, (c) any Lender Provided Commodity Hedge, (d) any Non-Lender Commodity Hedges in an aggregate amount not to exceed $10,000,000 at any time outstanding, and (e) any Other Lender Provided Financial Service Product; provided that Excluded Hedge Liabilities with respect to any Loan Party shall not be Secured Obligations of such Loan Party.

“Secured Party” shall mean individually, and “Secured Parties” shall mean collectively, as the context may require, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates thereof, or any provider of any Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge, Lender Provided Commodity Hedge, Non-Lender Commodity Hedge Provider to the extent obligations owning thereto constitute Secured Obligations, and Other Lender Provided Financial Service Product, the respective successors and assigns of each of them.

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

“Settlement” shall have the meaning set forth in Section 2.6(d) hereof.

“Settlement Date” shall have the meaning set forth in Section 2.6(d) hereof.

“SOFR” shall mean, for any day, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Adjustment” shall mean 10 basis points (0.10%).

“SOFR Floor” shall mean a rate of interest per annum equal to zero basis points (0.00%).

“Specified Availability” on any date of determination shall mean an amount equal to the sum of:

(i) Undrawn Availability, plus

(ii) the greater of:

(a) $0, and

(b) the lesser of:

(x) the product of (1) 2.5% multiplied by (2) the Maximum Revolving Advance Amount at such time, and

(y) the amount by which the Borrowing Base exceeds the Maximum Revolving Advance Amount at such time.

“Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its successors.

“Statements” shall have the meaning set forth in Section 5.5(a) hereof.

“Steel Spin-Off” shall mean the pro rata distribution by Worthington Industries to the shareholders of Worthington Industries of 100% of the outstanding common shares of Worthington Steel, to be effectuated on or about the Closing Date.

“Steel Spin-Off Distribution” shall mean the cash distribution of approximately $150,000,000 from Worthington Steel to Worthington Industries as partial consideration for the contribution of assets from Worthington Industries to Worthington Steel on or about the Closing Date in connection with the Steel Spin-Off.

“Steel Spin-Off Effective Date” shall mean the date on which the Steel Spin-Off is effectuated.

“Steel Spin-Off Transactions” shall mean any corporate restructurings, reorganizations, board re-compositions, formations, conversions, contributions, incurrence of Indebtedness, dispositions, dividends, distributions, loans and other advances, and other transactions completed and/or consummated, in each case, solely for the purpose of consummating the Steel Spin-Off and permitted hereunder.

“Subsidiary” of any Person at any time shall mean any corporation, trust, partnership, any limited liability company or other business entity (i) of which more than fifty percent (50%) of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, or (ii) which is Controlled by such Person or one or more of such Person’s Subsidiaries.

“Supermajority Lenders” shall mean two or more Lenders that are not Affiliates (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting Lender) holding greater than sixty-six and two-thirds percent (66 ²⁄₃%) of either (a) the aggregate of the Revolving Commitment Amounts of all Lenders (excluding any Defaulting Lender) or (b) after the termination of the Revolving Commitments, the sum of (y) the outstanding Revolving Advances and Swing Loans, plus (z) the participations in the Maximum Undrawn Amount of all outstanding Letters of Credit.

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

“Swap” shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

“Swap Obligation” shall mean any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a Lender Provided Interest Rate Hedge, a Lender Provided Foreign Currency Hedge, a Lender Provided Commodity Hedge or a Non-Lender Commodity Hedge.

“Swap Termination Value” means, as to any one or more Swaps, after taking into account the effect of any legally enforceable netting agreement relating to such Swaps, (a) for any date on or after the date such Swaps 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 Swaps, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swaps (which may include a Lender or any Affiliate of a Lender).

“Swing Loan Lender” shall mean PNC, in its capacity as lender of Swing Loans.

“Swing Loan Note” shall have the meaning set forth in Section 2.4(a) hereof.

“Swing Loans” shall have the meaning set forth in Section 2.4(a) hereof.

“Target” shall have the meaning set forth in the definition of “Permitted Acquisition”.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.

“Term” shall have the meaning set forth in Section 13.1 hereof.

“Term Loan Collateral” shall have the meaning set forth in clause (s)(i) of the definition of “Permitted Indebtedness”.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Agent in its reasonable discretion).

“Term SOFR Rate” shall mean, with respect to any Term SOFR Rate Loan for any Interest Period, the interest rate per annum determined by Agent (rounded upwards, at Agent’s discretion, to the nearest 1/100th of 1%) equal to the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day (the “Term SOFR Determination Date”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator. If the Term SOFR Reference Rate for the applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m. on the Term SOFR Determination Date, then the Term SOFR Reference Rate shall be the Term SOFR Reference Rate for such tenor on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate for such tenor was published in accordance herewith, so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Date. If the Term SOFR Rate, determined as provided above, would be less than the SOFR Floor, then the Term SOFR Rate shall be deemed to be the SOFR Floor. The Term SOFR Rate shall be adjusted automatically without notice to Borrowers on and as of the first day of each Interest Period.

“Term SOFR Rate Loan” shall mean an Advance that bears interest based on Term SOFR Rate.

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Termination Event” shall mean: (a) a Reportable ERISA Event with respect to any Plan; (b) the withdrawal of any Loan Party or any member of the Controlled Group from a Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate a Plan; (e) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; (f) the partial or complete withdrawal within the meaning of Section 4203 or 4205 of ERISA, of any Loan Party or any member of the Controlled Group from a Multiemployer Plan; (g) notice that a Multiemployer Plan is subject to Section 4245 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not diligent, upon any Loan Party or any member of the Controlled Group.

“Toxic Substance” shall mean and include any material present on the Real Property (including the Leasehold Interests) which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state, provincial or territorial law, or any other applicable federal, state, provincial or territorial laws now in force or hereafter enacted relating to toxic substances. “Toxic Substance” shall include but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints.

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undrawn Availability” on any date of determination shall mean an amount equal to (a) the Line Cap minus (b) the outstanding amount of Advances.

“Uniform Commercial Code” shall have the meaning set forth in Section 1.3 hereof.

“Unused Line Fee” shall have the meaning set forth in Section 3.3 hereof.

“U.S. Collateral” shall mean, collectively, with respect to each Domestic Loan Party, (a) on and after the date of the Eligible Equipment Option Exercise, Eligible Equipment listed on Schedule EE, (b) Receivables and Inventory, (c) the Mexican Intercompany Note, (d) cash and cash equivalents and all Deposit Accounts, (e) solely to the extent arising from any of the foregoing items listed in subsections (a), (b) and (c): Proceeds, Chattel Paper, Documents, Electronic Chattel Paper, General Intangibles (including all payment intangibles) and all Supporting Obligations related thereto, Instruments, Commercial Tort Claims, Letters of Credit and Letter-of-Credit Rights of each Loan Party, whether now owned or acquired in the future, and (f) any cash collateral referred to in the definition of “Cash Collateralize” or in Section 3.2(b) hereof. Notwithstanding the foregoing, U.S. Collateral shall not include any Excluded Property.

“U.S. Dollar Equivalent” shall mean, at the date of determination, the amount of Dollars that Agent could purchase, in accordance with its normal practice, with a specified amount of Canadian Dollars based on PNC’s noon spot rate on such date.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday or Sunday or (b) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“VFCP” shall mean the Voluntary Fiduciary Correction Program described in Federal Register Volume 71, No. 75, Pages 20261 et seq., as modified or amended by any successor guidance thereto as from time to time in effect.

“Weekly Borrowing Base Trigger Event” shall mean the occurrence of the following: Undrawn Availability being less than the greater of (y) 12.5% of the Line Cap or (z) $55,000,000.

“Weekly Borrowing Base Trigger Satisfaction Event” shall mean, subsequent to the occurrence of a Weekly Borrowing Base Trigger Event, the occurrence of the following: Undrawn Availability is greater than or equal to the greater of (y) 12.5% of the Line Cap or (z) $55,000,000 for a period of 30 consecutive days.

“Wholly Owned Subsidiary” of any Person shall mean a Subsidiary of such Person 100% of the outstanding Equity Interests or other ownership interests of which (other than directors’ qualifying shares or shares required pursuant to Applicable Law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

“Withholding Agent” shall mean Loan Parties and Agent.

“Worthington Industries” shall mean Worthington Industries, Inc., an Ohio corporation, which is expected to change its name to Worthington Enterprises, Inc. in connection with the Steel Spin-off Transactions.

“Worthington Receivables Company” shall mean Worthington Receivables Company, LLC, a Delaware limited liability company.

“Worthington Steel” shall have the meaning set forth in the preamble to this Agreement.

“Write-down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.3. Uniform Commercial Code Terms. All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note”, “securities”, “software” and “supporting obligations” as and when used in the description of U.S. Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. All terms used in this Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code when used to define a category or categories of the Collateral which is subject to the PPSA, such terms shall include the equivalent category or categories of property set forth in the applicable PPSA.

1.4. Certain Matters of Construction. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements, including references to any of the Other Documents, shall include any and all modifications, supplements or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof. Except as otherwise expressly provided for herein, all references herein to the time of day shall mean the time in Pittsburgh, Pennsylvania. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Lenders. Wherever the phrase “to the knowledge of Loan Parties” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or Other Documents, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of any Loan Party or (ii) the knowledge that a senior officer would have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Loan Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder. All certificates, certifications and other documents required to be executed under this Agreement or related to this Agreement by Authorized Officers or other officers or employees of any Loan Party shall be deemed for all purposes to be executed and delivered by such persons solely in their respective capacities as such Authorized Officer, officer or employee and not in their personal capacities.

1.5. Term SOFR Notification. Section 3.8.2. of this Agreement provides a mechanism for determining an alternate rate of interest in the event that the Term SOFR Rate is no longer

available or in certain other circumstances. Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the Term SOFR Rate or with respect to any alternative or successor rate thereto, or replacement rate therefor.

1.6. Conforming Changes Relating to Term SOFR Rate/Daily Simple SOFR. With respect to the Term SOFR Rate and/or Daily Simple SOFR, as applicable, Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any Other Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document; provided that, with respect to any such amendment effected, Agent shall provide notice to Borrowers and Lenders of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.

1.7. Canadian Terms. In this Agreement, (a) any term defined in this Agreement by reference to the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of Agent; (b) all references in this Agreement to “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act (British Columbia) or similar laws in any other province of Canada); (c) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws; (d) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal, provincial and territorial securities laws in Canada; (e) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any bankruptcy or insolvency laws in effect in Canada or under Canadian law, including the Companies’ Creditors Arrangement Act and the Bankruptcy and Insolvency Act; (f) all calculations of collateral values and Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the U.S. Dollar Equivalent of such Canadian Dollar amounts in accordance with Agent’s customary banking and conversion practices and procedures; (g) all references to Liens shall be deemed to refer also to hypothecs; and (h) any two or more amalgamating corporations continuing as an amalgamated corporation shall each be considered to be the surviving corporation of the amalgamated corporation.

1.8. Steel Spin-off Transaction. The parties hereto acknowledge that no provision of this Agreement shall apply to any Excluded Worthington Entity, and that no Event of Default shall occur hereunder or under any Other Document in respect of any Excluded Worthington Entity even if any such Excluded Worthington Entity is an Affiliate or Subsidiary of any Loan Party prior to the consummation of the Steel Spin-Off.

II.	ADVANCES, PAYMENTS.

2.1. Revolving Advances.

(a) Amount of Revolving Advances. Subject to the terms and conditions set forth in this Agreement specifically including Section 2.1(b) and 2.1(c), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of:

(i) the sum of, (1) with respect to Designated Customers, ninety percent (90%) (the “Designated Customers Receivables Advance Rate”) of Eligible Receivables, plus (2) with respect to all other Customers, eighty-five percent (85%) (the “Non-Designated Customers Receivables Advance Rate”) of Eligible Receivables, plus

(ii) following the Eligible Equipment Option Exercise, the Equipment Advance Amount, plus

(iii) the lesser of (A) eighty percent (80%) (the “Inventory Advance Rate”) of the Eligible Inventory valued at the lower of cost or market value determined on a first-in-first-out basis, and (B) eighty-five percent (85%) (the “Inventory NOLV Advance Rate”, together with the Inventory Advance Rate, the Designated Customers Receivables Advance Rate, and the Non-Designated Customers Receivables Advance Rate, collectively, the “Advance Rates”) of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its Permitted Discretion), minus

(iv) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus

(v) such other Reserves as Agent may establish from time to time in its Permitted Discretion.

The amount equal to the difference between (x) the sum of Section 2.1(a)(y)(i), Section 2.1(a)(y)(ii) and Section 2.1(a)(y)(iii) minus (y) the sum of Section 2.1(a)(y)(iv) and Section 2.1(a)(y)(v) at any time and from time (and subject to the limitations set forth in Section 2.1(c)) to time shall be referred to as the “Borrowing Base”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Notes”) substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Borrowing Base.

(b) Discretionary Rights. The Advance Rates may be decreased by Agent at any time and from time to time in the exercise of its Permitted Discretion. Each Borrower consents to any such decreases and acknowledges that decreasing the Advance Rates or increasing or imposing reserves may limit or restrict Advances requested by Borrowing Agent. Except during the occurrence and continuance of an Event of Default or Default, Agent shall give Borrowing

Agent and Lenders ten (10) Business Days’ prior written notice of its intention to decrease the Advance Rates and the reason for such decrease.

(c) Sublimits for Revolving Advances. The aggregate amount of (i) Revolving Advances made to Borrowers against Eligible Mexican Receivables shall not exceed in the aggregate, at any time outstanding $20,000,000, which amount shall be automatically increased on a pro rata basis in connection with any Incremental Revolving Credit Increase pursuant to Section 2.24; (ii) Revolving Advances made to Borrowers against work in process Inventory shall not exceed in the aggregate, at any time outstanding an amount equal to 20% of the Line Cap; and (iii) Revolving Advances made to Borrowers against Eligible Domestic In-Transit Inventory shall not exceed in the aggregate, at any time outstanding $20,000,000, which amount shall be automatically increased on a pro rata basis in connection with any Incremental Revolving Credit Increase pursuant to Section 2.24.

2.2. Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances.

(a) Borrowing Agent on behalf of Borrowers may notify Agent prior to 2:00 p.m. on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any Other Documents, or with respect to any other Obligation under this Agreement or any Other Documents, become due and shall not be paid when due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of such date, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable.

(b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a Term SOFR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice in the form of Exhibit 2.2(b) by no later than 2:00 p.m. on the day which is three (3) Business Days prior to the date such Term SOFR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of Five Million and 00/100 Dollars ($5,000,000.00) and not less than One Million and 00/100 Dollars ($1,000,000.00) thereafter, and (iii) the duration of the first Interest Period therefor. Interest Periods for Term SOFR Rate Loans shall be for one, three or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. No Term SOFR Rate Loan shall be made available to any Borrower during the continuance of a Default or an Event of Default. After giving effect to each requested Term SOFR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall not be outstanding more than ten (10) Term SOFR Rate Loans in the aggregate.

(c) Each Interest Period of a Term SOFR Rate Loan shall commence on the date such Term SOFR Rate Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that no Interest Period shall end after the last day of the Term.

(d) Borrowing Agent shall elect the initial Interest Period applicable to a Term SOFR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 2:00 p.m. on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such Term SOFR Rate Loan. If Agent does not receive timely notice of the Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have continued such Term SOFR Rate Loan with the same Interest Period then existing.

(e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding Term SOFR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Term SOFR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Term SOFR Rate Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice in the form of Exhibit 2.2(b) by no later than 2:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a Term SOFR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable Term SOFR Rate Loan) with respect to a conversion from a Term SOFR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the loans to be converted and if the conversion is to a Term SOFR Rate Loan, the duration of the first Interest Period therefor.

(f) At its option and upon written notice given prior to 2:00 p.m. (i) at least one (1) Business Day prior to the date of a prepayment of a Domestic Rate Loan and (ii) at least three (3) Business Days prior to the date of a prepayment of a Term SOFR Rate Loan, any Borrower may, subject to Section 2.2(g) hereof, prepay the Advances in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances and the amount of such prepayment. In the event that any prepayment of a Term SOFR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof. Borrowers shall also have the right at any time after the Closing Date upon five (5) days’ prior written notice to Agent to permanently reduce the Maximum Revolving Advance Amount (by ratably reducing the current Lenders’ Revolving Commitment Amounts in proportion to their Revolving Commitment Percentages) in a minimum amount of Ten Million and 00/100 Dollars ($10,000,000.00) and whole multiples of Five Million and 00/100 Dollars ($5,000,000.00); provided that (x) the maximum aggregate amount of such reductions during the Term shall not exceed $275,000,000 and (y) any such reduction shall be accompanied by partial prepayment of the Advances, together with outstanding Unused Line Fees accrued on the principal sum to be prepaid, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 2.2(g) hereof) to the extent necessary so that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall

not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount as so reduced less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Borrowing Base.

(g) Each Borrower shall compensate each Lender for any and all losses or expenses that such Lender may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of any Term SOFR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a Term SOFR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Lenders to lenders of funds obtained by it in order to make or maintain its Term SOFR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Lender to Borrowing Agent shall be conclusive absent manifest error.

(h) Notwithstanding any other provision hereof, if any Lender determines that any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any Term SOFR Rate Loans), to make or maintain its Term SOFR Rate Loans, the obligation of such Lender to make Term SOFR Rate Loans hereunder shall forthwith be cancelled and, upon written notice to Borrowers, Borrowers shall, if any affected Term SOFR Rate Loans are then outstanding, either pay all such affected Term SOFR Rate Loans or convert such affected Term SOFR Rate Loans into loans of another type. If any such payment or conversion of any Term SOFR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Term SOFR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, any applicable amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.

2.3. [Reserved].

2.4. Swing Loans.

(a) Subject to the terms and conditions set forth in this Agreement, and in order to minimize the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Borrowing Base. All Swing Loans shall be Domestic Rate Loans. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at

the option and election of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”) substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be obligated to make Swing Loans in the future.

(b) Borrowing Agent on behalf of Borrowers may notify Swing Loan Lender prior to 2:00 p.m. on a Business Day of a Borrower’s request to incur, on that day, an Advance to be made in the form of a Swing Loan. Upon any request by Borrowing Agent for an Advance (other than a Term SOFR Rate Loan), Swing Loan Lender may elect, in its sole discretion, to advance same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein, Swing Loan Lender may not make Swing Loans if Swing Loan Lender has been notified by Agent or by Required Lenders that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments have been terminated for any reason.

(c) Upon the making of a Swing Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require Lenders holding Revolving Commitments to fund such participations by means of a Settlement as provided for in Section 2.6(d). From and after the date, if any, on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount of all outstanding Letters of Credit.

2.5. Disbursement of Advance Proceeds. All Advances shall be denominated in Dollars and disbursed from whichever office or other place Agent may designate from time to time and shall be charged to Borrowers’ Account on Agent’s books. The proceeds of each Revolving Advance or Swing Loan requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof, shall, (i) with respect to requested Revolving Advances, to the extent Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to Swing Loans made upon any request by Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b) hereof, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in

immediately available federal funds or other immediately available funds or (ii) with respect to Revolving Advances deemed to have been requested by any Borrower or Swing Loans made upon any deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use the Revolving Advances, and Swing Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.

2.6. Making and Settlement of Advances.

(a) Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving Commitment Percentages of Lenders holding the Revolving Commitments (subject to any contrary terms of Section 2.22). Each borrowing of Swing Loans shall be advanced by Swing Loan Lender alone.

(b) Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance pursuant to Section 2.2(a) or 2.4(a), to the extent Agent elects not to provide a Swing Loan or the making of a Swing Loan would result in the aggregate amount of all outstanding Swing Loans exceeding the maximum amount permitted in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information provided by Borrowing Agent and the apportionment among Lenders of the requested Revolving Advance, as determined by Agent in accordance with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able to, and Agent shall, to the extent the applicable Lenders have made funds available to it for such purpose and subject to Section 8.2, fund such Revolving Advance to Borrowers in Dollars and immediately available funds at the Payment Office prior to the close of business, on the applicable borrowing date; provided that if any applicable Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender on such borrowing date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof.

(c) Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender holding a Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. In such event, if a Lender has not in fact made its applicable Revolving Commitment Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay to Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) (x) the daily average Effective Federal Funds Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (y) such amount or (B) a rate determined by Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrowers, the Revolving Interest Rate for Revolving Advances that are Domestic Rate Loans. If such Lender pays its share of the applicable Revolving Advance to Agent, then the amount so paid shall constitute such Lender’s Revolving Advance.

Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender holding a Revolving Commitment that shall have failed to make such payment to Agent. A certificate of Agent submitted to any Lender or Borrowers with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence of manifest error.

(d) Agent, on behalf of Swing Loan Lender, shall demand settlement (a “Settlement”) of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date that Agent elects or that Swing Loan Lender at its option exercisable for any reason whatsoever may request, by notifying Lenders holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic transmission no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement Date”). Subject to any contrary provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment Percentage of the outstanding principal amount (plus interest accrued thereon to the extent requested by Agent) of the applicable Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than 5:00 p.m. on such Settlement Date if requested by Agent by 3:00 p.m., otherwise not later than 5:00 p.m. on the next Business Day. Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section 8.2 have not been satisfied or the Revolving Commitments shall have otherwise been terminated at such time. All amounts so transferred to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances of such Lenders accruing interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.6(c).

(e) If any Lender or Participant (a “Benefited Lender”) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each other Lender; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion, and the obligations owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances shall be part of the Secured Obligations secured by the Collateral, and the obligations owing to each such purchasing Lender in respect of such participation and such

purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral.

2.7. Maximum Advances. Except as provided in Section 16.2(e) and (f) hereof, the aggregate balance of Revolving Advances plus Swing Loans outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Borrowing Base.

2.8. Manner and Repayment of Advances.

(a) The Revolving Advances and Swing Loans shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided. Notwithstanding the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment) by any Borrower on account of the principal of and interest on the Advances shall be applied, first to the outstanding Swing Loans and next, pro rata according to the applicable Revolving Commitment Percentages of Lenders, to the outstanding Revolving Advances (subject to any contrary provisions of Section 2.22).

(b) Each Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received by Agent. Agent shall conditionally credit Borrowers’ Account for each item of payment on the next Business Day after the Business Day on which such item of payment is received by Agent (and the Business Day on which each such item of payment is so credited shall be referred to, with respect to such item, as the “Application Date”). Agent is not, however, required to credit Borrowers’ Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers’ Account for the amount of any item of payment which is returned, for any reason whatsoever, to Agent unpaid. Subject to the foregoing, Borrowers agree that for purposes of computing the interest charges under this Agreement, each item of payment received by Agent shall be deemed applied by Agent on account of the Obligations on its respective Application Date.

(c) All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 2:00 p.m. on the due date therefor in Dollars in federal funds or other funds immediately available to Agent. Agent shall have the right to effectuate payment of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section 2.2 hereof.

(d) Except as expressly provided herein, all payments (including prepayments) to be made by any Borrower on account of principal, interest, fees and other amounts payable hereunder shall be made without deduction, setoff or counterclaim and shall be made to Agent on behalf of Lenders to the Payment Office, in each case on or prior to 2:00 p.m., in Dollars and in immediately available funds.

2.9. Repayment of Excess Advances. If at any time the aggregate balance of outstanding Revolving Advances and/or Advances taken as a whole exceeds the maximum amount of such

type of Advances and/or Advances taken as a whole (as applicable) permitted hereunder, and except as provided in Section 16.2(e) and (f) hereof, such excess Advances shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or an Event of Default has occurred; provided that, if any such excess results from (a) Agent’s establishment of Reserves (other than Reserves established prior to adjustments to the Borrowing Base to account for Eligible Inventory, Eligible Equipment or Eligible Receivables becoming ineligible as a result of objectively verifiable events or circumstances), (b) any decreases to any Advance Rates, (c) decreases to any sublimits as provided in Section 2.1(c), or (d) revisions to the eligibility requirements with respect to the definition of “Borrowing Base”, “Eligible Inventory”, “Eligible Receivables”, “Eligible Equipment”, “Eligible Mexican Receivables”, “Eligible Domestic In-Transit Inventory”, or any other eligibility requirements with respect to the Borrowing Base, which would, in any such case, cause such excess Advance, then, notwithstanding anything to the contrary contained herein, unless an Event of Default has occurred and is continuing, (i) Agent shall provide prompt written notice (which may be delivered by email) of such excess Advances to Borrowing Agent (unless Agent has consulted with Borrower regarding such establishment, decrease or revision prior to the effectiveness thereof), and (ii) Borrowers shall have five (5) Business Days from the date of receipt by Borrowing Agent to repay such excess Advance.

2.10. Statement of Account. Agent shall maintain, in accordance with its customary procedures, a loan account (“Borrowers’ Account”) in the name of Borrowers in which shall be recorded the date and amount of each Advance made by Agent or Lenders and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent, Lenders, Borrowers, and with respect to Letters of Credit, other Loan Parties as applicable, during such month. The records of Agent with respect to Borrowers’ Account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

2.11. Letters of Credit.

(a) Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance of standby and/or trade letters of credit denominated in Dollars (“Letters of Credit”) for the account of any Borrower or any other Loan Party except to the extent that the issuance thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be issued to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Borrowing Base (calculated without giving effect to the deductions provided for in Section 2.1(a)(y)(iv)). The Maximum Undrawn Amount of all outstanding Letters of Credit shall not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect of outstanding Letters of Credit as provided in Section 3.2 hereof).

(b) Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of Issuer applicable to letters of credit generally.

2.12. Issuance of Letters of Credit.

(a) Borrowing Agent, on behalf of any Loan Party, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 2:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.

(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Notwithstanding the foregoing, (A) the expiry date of a Letter of Credit may be up to one (1) year later than the last day of the Term if Loan Parties Cash Collateralize each such Letter of Credit having an expiry date later than the last day of the Term on or before the thirtieth (30^th) day prior to the last day of the Term; and (B) any Letter of Credit (other than a Letter of Credit which expires later than the last day of the Term) may provide for the automatic renewal thereof for an additional one-year period (or, in the case of any renewal or extension thereof, one year after such renewal or extension), subject however to the Cash Collateral requirement in clause (A) above in the event any such renewal would result in a Letter of Credit which expires later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder.

(c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

(d) Upon the request of Agent, (i) if Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an Letter of Credit Borrowing, or (ii) if, on the last day of the Term, any Letter of Credit for any reason remains outstanding, Borrowers shall, in each case, immediately Cash Collateralize the Maximum Undrawn Amount of all outstanding Letters of Credit. Borrowers hereby grant to Agent, for the benefit of Issuer and Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.

2.13. Requirements For Issuance of Letters of Credit.

(a) Borrowing Agent shall authorize and direct Issuer to name the applicable Loan Party as the “Applicant” or “Account Party” of each Letter of Credit.

(b) In connection with all trade Letters of Credit issued or caused to be issued by Issuer under this Agreement, each Loan Party hereby appoints Issuer, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred and be continuing: (i) to sign and/or endorse such Loan Party’s name upon any warehouse or other receipts, and acceptances; (ii) to sign such Loan Party’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department or Canada Border Services Agency, as applicable (“Customs”) in the name of such Loan Party or Issuer or Issuer’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Loan Party for such purpose; and (iv) to complete in such Loan Party’s name or Issuer’s, or in the name of Issuer’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective attorney’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

2.14. Disbursements, Reimbursement.

(a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively, in each case in the currency in which the Letter of Credit is issued.

(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 Noon on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the amount so paid by

Issuer in the same currency as paid, unless otherwise required by Issuer or Agent. In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance in Dollars be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice.

(c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in Dollars in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available in Dollars to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing.

(d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance in Dollars maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Loan Party’s failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in Dollars in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14.

(e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Loan Parties) have been fully reimbursed for all payments made under or relating to Letters of Credit.

2.15. Repayment of Participation Advances.

(a) Upon (and only upon) receipt by Agent for the account of Issuer of immediately available funds from Loan Parties (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer or Agent under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received by Agent, the amount of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall retain the amount of the Revolving Commitment Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance in respect of such payment by Agent (and, to the extent that any of the other Lender(s) holding the Revolving Commitment have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over to such Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).

(b) If Issuer or Agent is required at any time to return to any Loan Party, or to a trustee, receiver, interim receiver, receiver and manager, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers or any other Loan Party to Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage of any amounts so returned by Issuer or Agent plus interest at the Effective Federal Funds Rate.

2.16. Documentation. Each Loan Party agrees to be bound by the terms of the Letter of Credit Application and by Issuer’s interpretations of any Letter of Credit issued on behalf of such Loan Party and by Issuer’s written regulations and customary practices relating to letters of credit, though Issuer’s interpretations may be different from such Loan Party’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of (A) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) or (B) the wrongful dishonor by Issuer or any of Issuer’s Affiliates of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or government authority, Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrowing Agent’s or any Loan Party’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

2.17. Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall be

responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

2.18. Nature of Participation and Reimbursement Obligations. The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.18 under all circumstances, including the following circumstances:

(i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower or any other Loan Party, as the case may be, may have against Issuer, Agent, any Borrower, any other Loan Party, or Lender, as the case may be, or any other Person for any reason whatsoever;

(ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation Advances under Section 2.14;

(iii) any lack of validity or enforceability of any Letter of Credit;

(iv) any claim of breach of warranty that might be made by any Borrower, any other Loan Party, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Borrower, any other Loan Party, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries of such Borrower and the beneficiary for which any Letter of Credit was procured);

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof;

(vi) payment by Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any

obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw);

(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii) any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix) the occurrence of any Material Adverse Change;

(x) any breach of this Agreement or any Other Document by any party thereto;

(xi) the occurrence or continuance of an insolvency proceeding with respect to any Borrower or any Guarantor;

(xii) the fact that a Default or an Event of Default shall have occurred and be continuing;

(xiii) the fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been terminated; and

(xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

2.19. Liability for Acts and Omissions.

(a) As between Borrowers and the other Loan Parties and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower and Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim

of any Borrower or any other Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Borrower or any other Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuer, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder; provided that nothing in the foregoing shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment) in connection with actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower or any other Loan Party for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

(b) Without limiting the generality of the foregoing, Issuer and each of its Affiliates: (i) may rely on any oral or other communication believed in good faith by Issuer or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

(c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), shall not put Issuer under any resulting liability to any Borrower, any other Loan Party, Agent or any Lender.

2.20. [Reserved].

2.21. Use of Proceeds.

(a) Borrowers shall apply the proceeds of Advances to (i) finance the Steel Spin-Off Distribution, (ii) pay fees and expenses relating to the transactions under this Agreement, the Other Documents and the Steel Spin-Off Transactions, and (iii) for general corporate purposes and to provide for its working capital needs (including, without limitation, capital expenditures, permitted acquisitions, permitted dividends, permitted repurchase of stock, permitted repurchase, retirement or repayment of outstanding indebtedness and contributions to voluntary employee benefit associations) and reimburse drawings under Letters of Credit.

(b) Without limiting the generality of Section 2.21(a) above, Borrowers will not allow, and will not allow any of their respective Subsidiaries to, use the proceeds of the Advances in violation of Applicable Law.

2.22. Defaulting Lender.

(a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such Lender is a Defaulting Lender.

(b) (i) Except as otherwise expressly provided for in this Section 2.22, Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

(ii) Fees pursuant to Section 3.3 hereof shall cease to accrue in favor of such Defaulting Lender.

(iii) If any Swing Loans are outstanding or any Letters of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:

(A) Defaulting Lender’s Participation Commitment in the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among Non-Defaulting Lenders holding Revolving Commitments in

proportion to the respective Revolving Commitment Percentages of such Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s reallocated Participation Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y) no Default or Event of Default has occurred and is continuing such time;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall (x) first, prepay any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’ obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so long as such Obligations are outstanding;

(C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B) above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;

(D) if Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving Commitments in accordance with such reallocation; and

(E) if all or any portion of such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder, all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of all Letters of Credit shall be payable to Issuer (and not to such Defaulting Lender) until (and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated and/or cash collateralized; and

(iv) so long as any Lender holding a Revolving Commitment is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any Letter of Credit, unless such Swing Loan Lender or Issuer, as applicable, is satisfied that the related exposure and Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit and all Swing Loans (after giving effect to any such issuance, amendment, increase or funding) will be

fully allocated to Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral for such Letters of Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein).

(c) A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents, and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders” and “Supermajority Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Advances or a Revolving Commitment Percentage, provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i) or (ii) of Section 16.2(b).

(d) Other than as expressly set forth in this Section 2.22, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Loan Party, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e) In the event that Agent, Loan Parties, Swing Loan Lender and Issuer agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a Revolving Commitment, then Participation Commitments of Lenders holding Revolving Commitments (including such cured Defaulting Lender) of Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance with its Revolving Commitment Percentage, provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while such Lender was a Defaulting Lender.

2.23. Payment of Obligations. Agent may charge to Borrowers’ Account as a Revolving Advance or, at the discretion of Swing Loan Lender, as a Swing Loan (i) all payments with respect to any of the Obligations required hereunder (including without limitation principal payments, payments of interest, payments of Letter of Credit Fees and all other fees provided for hereunder and payments under Sections 16.5 and 16.9) to the extent any remains upon after each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration, upon maturity or otherwise), (ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding of Advance proceeds and the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.8(h), and (iii) any sums expended by Agent or any Lender due to any Loan Party’s

failure to perform or comply with its obligations under this Agreement or any Other Document including any Loan Party’s obligations under Sections 3.3, 4.3, 4.7, 6.4, 6.11, 6.12 and 6.13 hereof, and all amounts so charged shall be added to the Obligations and shall be secured by the Collateral. To the extent Revolving Advances are not actually funded by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Revolving Advances made by and owing to Agent and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender under this Agreement and the Other Documents with respect to such Revolving Advances.

2.24. Incremental Loans.

(a) Prior to the last day of the Term, Borrowing Agent may, by notice to Agent (who shall promptly notify the applicable Lenders of such request), request the establishment of:

(i) one or more increases in the Revolving Commitment (any such increase, an “Incremental Revolving Credit Commitment”) to make Revolving Advances (any such increase, an “Incremental Revolving Credit Increase”); provided that the total aggregate initial principal amount (as of the date of incurrence thereof) of all such requested Incremental Revolving Credit Commitments and Incremental Revolving Credit Increases shall not exceed $200,000,000.

(ii) Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrowers propose that any Incremental Revolving Credit Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent (or such earlier date as may be approved by Agent).

(iii) Borrowers may invite any Lender, any Affiliate of any Lender and/or any other Person (any of the foregoing that is not then a Lender, a “New Lender”), to provide an Incremental Revolving Credit Commitment, subject to the consent of Agent and Issuer and Swing Loan Lender, in each case, such consent not to be unreasonably withheld, to the extent such consent would be required for an assignment by such Person (any such Person, an “Incremental Lender”), and subject to the requirements of Section 16.3.

(iv) Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment or any portion thereof.

(v) Any Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that, each of the following conditions has been satisfied or waived as of such Increased Amount Date:

(A) There shall exist no Default or Event of Default immediately prior to or after giving effect to any Incremental Revolving Credit Commitment and the making of any Incremental Revolving Credit Increase pursuant thereto;

(B) The amount of Incremental Revolving Credit Increase requested pursuant to this Section 2.24 shall be at least $50,000,000;

(C) each of the representations and warranties of Loan Parties contained in Article V of this Agreement shall be true in all material respects on and as of the date of such additional Loan or Letter of Credit with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein) and Loan Parties shall have performed and complied with all covenants and conditions hereof;

(D) the proceeds of any Incremental Revolving Credit Increase shall be used for any purpose not prohibited under this Agreement;

(E) each Incremental Revolving Credit Commitment (and the Incremental Revolving Credit Increases made thereunder) shall constitute Obligations of Borrowers;

(F) each New Lender shall execute a lender joinder and assumption agreement in substantially the form of Exhibit 2.24 hereto (a “Lender Joinder Agreement”) pursuant to which such New Lender shall join and become a party to this Agreement and the Other Documents (as applicable) with a Revolving Commitment Amount as set forth in such joinder and assumption agreement;

(G) (x) such Incremental Revolving Credit Increase shall mature on the last day of the Term, shall bear interest and be entitled to fees (other than upfront fees), in each case at the applicable Contract Rate, and shall be subject to the same terms and conditions as the Revolving Advances; (y) the outstanding Revolving Advances and the pro rata share of Swing Loans and the Maximum Undrawn Amount of all outstanding Letters of Credit will be reallocated by Agent on the applicable Increased Amount Date among Lenders holding Revolving Commitments (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Commitment Percentages (and Lenders holding Revolving Commitments (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and Borrowers shall pay any and all costs in connection with such reallocation as if such reallocation were a repayment); and (z) except as provided above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall, except to the extent otherwise provided in this Section 2.24, be identical to the terms and conditions applicable to the Revolving Advances;

(H) any Incremental Revolving Credit Commitment shall otherwise be on terms and pursuant to documentation reasonably satisfactory to Agent and Borrowers;

(I) such Incremental Revolving Credit Commitments shall be effected pursuant to (x) in the case of a an Incremental Revolving Credit Commitment provided by an existing Lender, an amendment to Schedule 1.1 hereof reflecting the increase of such Lender’s existing Revolving Commitment Amount and (y) in the case of a an Incremental Revolving Credit Commitment provided by a New Lender, one or more Lender Joinder Agreements executed and delivered by Borrowers, Agent and the applicable New Lenders (which amendment to Schedule 1.1 or Lender Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.24);

(J) Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Incremental Revolving Credit Increase and/or Incremental Revolving Credit Commitment), as may be reasonably requested by Agent in connection with any such transaction;

(K) Agent shall have received, prior to the consummation of such Incremental Revolving Credit Increase and/or Incremental Revolving Credit Commitment, such “onboarding” and tax and administrative forms that are customarily provided for new lenders in syndicated facilities; and

(L) Swing Loan Lender and Issuer shall have consent rights (not to be unreasonably withheld) with respect to such Incremental Lender, if such consent would be required for an assignment of Revolving Advances or Revolving Commitments, as applicable, to such Incremental Lender.

(b) [reserved].

(c) The Incremental Lenders shall be included in any determination of the Required Lenders, as applicable, and, unless otherwise agreed, the Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement.

(d) [reserved].

(e) On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Lender hereunder with respect to such Incremental Revolving Credit Commitment.

(f) On any Increased Amount Date, Borrowers shall pay all cost and expenses incurred by Agent in connection with the negotiations regarding, and the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by any of Agent, Borrowers and/or Incremental Lenders in connection with, such Incremental Revolving Credit Increases.

(g) On any Increased Amount Date, the following dollar floors shall be automatically and proportionately increased (such that the percentage yielded by dividing such existing dollar floor by the aggregate Revolving Commitments, in each case as in effect prior to the effectiveness of such Incremental Revolving Credit Commitments, is the same as the percentage yielded by dividing such increased dollar floor by the aggregate Revolving Commitments, in each case immediately following the effectiveness of such Incremental Revolving Credit Commitments): (A) the definition of “Cash Dominion Trigger Event”; (B) the definition of “Cash Dominion Trigger Satisfaction Event”; (C) the definition of “Covenant Trigger Event”; (D) the definition of “Covenant Trigger Satisfaction Event”; (E)[reserved]; (F) the definition of “Letter of Credit Sublimit”; (G) the definition of “Maximum Swing Loan Advance Amount”; (H) the definition of “Monthly Borrowing Base Trigger Event”; (I) the definition of “Monthly Borrowing Base Trigger Satisfaction Event”; (J) clauses (a)(i), (b)(i)(A) and (b)(ii)(A) of the definition of “Payment Conditions”; (K) the definition of “Weekly Borrowing Base Trigger Event”; (L) the definition of “Weekly Borrowing Base Trigger Satisfaction Event”; (M) Section 2.1(c); (N) Section 4.6 and (O) Section 4.7.

2.25. Banking Services and Swaps. Each Lender, other than PNC or Affiliates thereof, providing any Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge, Lender Provided Commodity Hedge, or Other Lender Provided Financial Service Product shall deliver to the Agent, promptly after entering into such arrangement, written notice setting forth the aggregate amount of all Hedge Liabilities and Other Lender Provided Financial Service Product Liabilities owing to such Lender or Affiliate (whether matured or unmatured, absolute or contingent) and, in respect of Hedge Liabilities, the notional amount and the current mark-to-market value thereof) as of the date such notice is provided, in the form set forth on Exhibit 2.25. In addition, each such Lender or Affiliate thereof shall deliver to the Agent, following the end of each calendar month, a summary of the amounts due or to become due in respect of such Hedge Liabilities and Other Lender Provided Financial Service Product Liabilities (whether matured or unmatured, absolute or contingent) and, in respect of Hedge Liabilities, the notional amount and the current mark-to-market value thereof as of the date such summary is provided. For the avoidance of doubt, so long as PNC or its Affiliate is the Agent, neither PNC nor any of its Affiliates providing Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge, Lender Provided Commodity Hedge, or Other Lender Provided Financial Service Product shall be required to provide any notice described in this Section 2.25.

2.26. [Reserved].

2.27. Judgment Currency.

(a) Currency Conversion Procedures for Judgments. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under any Other Document in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereby agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at which in accordance with normal banking procedures each Lender could purchase the Original Currency with the Other Currency after any premium and costs of exchange on the Business Day preceding that on which final judgment is given.

(b) Indemnity in Certain Events. The obligation of Borrowers in respect of any sum due from Borrowers to any Lender hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a judgment or otherwise, be discharged only to the extent that, on the Business Day following receipt by any Lender of any sum adjudged to be so due in such Other Currency, such Lender may in accordance with normal banking procedures purchase the Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to such Lender in the Original Currency, Borrowers agree, as a separate obligation and notwithstanding any such judgment or payment, to indemnify such Lender against such loss.

III.	INTEREST AND FEES.

3.1. Interest. Interest on Advances shall be payable monthly in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to Term SOFR Rate Loans, (a) at the end of each Interest Period, and (b) for Term SOFR Rate Loans with an Interest Period in excess of three months, at the end of each three month period during such Interest Period, provided further that all accrued and unpaid interest shall be due and payable at the end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the applicable period at a rate per annum equal to the applicable Revolving Interest Rate (the foregoing, as applicable, the “Contract Rate”). Except as expressly provided otherwise in this Agreement, any Obligations owing under this Agreement other than the Advances that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is increased or decreased, the applicable Contract Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during the time such change or changes remain in effect. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Obligations shall bear interest at a rate per annum equal to the Alternate Base Rate plus the then-applicable Applicable Margin plus an additional two percent (2%) per annum (the “Default Rate”).

3.2. Letter of Credit Fees.

(a) Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit (the “Letter of Credit Fees”) for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin applicable to Letter of Credit Fees, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of one eighth of one percent (0.125%) per annum times the average daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. In addition, Borrowers shall pay to Agent,

for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2%) per annum.

(b) Immediately upon the request of Agent following the occurrence and during the continuance of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Term or any other termination of this Agreement, Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its Permitted Discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of (1) the cure or waiver of all Events of Default which resulted in the requirement to Cash Collateralize, or (2) the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof). Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any Deposit Account, Securities Account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations

(or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such cash collateral to pay and satisfy such Obligations.

3.3. Facility Fee. If, for any day in each fiscal quarter during the Term, the daily unpaid balance of the sum of Revolving Advances plus Swing Loans plus the Maximum Undrawn Amount of all outstanding Letters of Credit (the “Usage Amount”) does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders based on their Revolving Commitment Percentages, a fee at a rate equal to the Applicable Unused Line Fee Percentage per annum for each such day on the amount by which the Maximum Revolving Advance Amount on such day exceeds such Usage Amount (the “Unused Line Fee”). The Unused Line Fee shall be payable to Agent in arrears on the first Business Day of each fiscal quarter with respect to each day in the previous fiscal quarter, and on the last day of the Term with respect to each day in the previous fiscal quarter or portion thereof ending on such date, as applicable.

3.4. Fee Letter. Borrowers shall pay the amounts required to be paid in the Fee Letter in the manner and at the times required by the Fee Letter.

3.5. Computation of Interest and Fees.

(a) Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such extension.

(b) For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the Other Documents (and stated herein or therein, as applicable, to be computed on the basis of 360 days or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement and the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

(c) Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

3.6. Maximum Charges.

(a) In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law:

(i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate.

(b) If any provision of this Agreement or of any of the Other Documents would obligate any Loan Party to make any payment of interest or other amount payable to Agent or Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by Agent or Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by Agent or Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) first, by reducing the amount or rate of interest required to be paid to Agent or Lenders under this Article III, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to Agent or Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Agent or Lenders shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), Loan Parties shall be entitled, by notice in writing to Agent, to obtain reimbursement from Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by Lenders to Loan Parties. Any amount or rate of interest referred to in this Section 3.6(b) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the last day of the Term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

3.7. Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or Lender and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer) with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

(a) subject Agent, Swing Loan Lender, any Lender or Issuer to any Taxes (except for (i) Indemnified Taxes (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, principal, this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Term SOFR Rate Loan, commitments, or other obligations or its deposits, reserves, other liabilities or capital attributable thereto;

(b) impose, modify or deem applicable any reserve, special deposit, assessment, special deposit, compulsory loan, insurance charge or similar requirement against

assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Swing Loan Lender, Issuer or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(c) impose on Swing Loan Lender, any Lender or Issuer any other condition, loss or expense (other than Taxes) affecting this Agreement or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to Agent, Swing Loan Lender, any Lender or Issuer of making, converting to, continuing, renewing or maintaining its Advances hereunder by an amount that Agent, Swing Loan Lender, such Lender or Issuer deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent, Swing Loan Lender or such Lender or Issuer deems to be material, then, in any case Borrowers shall promptly pay Agent, Swing Loan Lender, such Lender or Issuer, upon its demand, such additional amount as will compensate Agent, Swing Loan Lender or such Lender or Issuer for such additional cost or such reduction suffered, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the Term SOFR Rate, as the case may be. Agent, Swing Loan Lender, such Lender or Issuer shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification shall be conclusive absent manifest error.

3.8. Alternate Rate of Interest.

3.8.1. Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any Term SOFR Rate Loan:

(a) Agent has determined that reasonable means do not exist for ascertaining the Term SOFR Rate;

(b) any Lender determines that for any reason in connection with any request for a Term SOFR Rate Loan or a conversion thereto or a continuation thereof that the Term SOFR Rate for any requested Interest Period with respect to a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and such Lender has provided notice of such determination to Agent; or

(c) any Lender has determined that the making, maintenance or funding of any Term SOFR Rate Loan has been made impracticable or unlawful by compliance by such Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any request or directive of any such Governmental Body (whether or not having the force of law);

then Agent shall give Borrowing Agent prompt written notice of such determination. If such notice is given prior to a Benchmark Replacement Date (as defined below), (i) any such requested Term SOFR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than 2:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Term SOFR Rate Loan, (ii) any Domestic Rate Loan or Term SOFR Rate Loan which was to have

been converted to an affected type of Term SOFR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 2:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Term SOFR Rate Loan, and (iii) any outstanding affected Term SOFR Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 2:00 p.m. two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Term SOFR Rate Loan, shall be converted into an unaffected type of Term SOFR Rate Loan, on the last Business Day of the then current Interest Period for such affected Term SOFR Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such affected Term SOFR Rate Loan). Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Term SOFR Rate Loan or maintain outstanding affected Term SOFR Rate Loans and no Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of Term SOFR Rate Loan into an affected type of Term SOFR Rate Loan.

3.8.2. Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any Other Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document and (B) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5^th) Business Day after the date notice of such Benchmark Replacement is provided to Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document so long as Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, Agent may make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in the Other Documents, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any Other Document.

(c) Notices; Standards for Decisions and Determinations. Agent will promptly notify Borrowers and Lenders of (i) the implementation of any Benchmark Replacement, and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Agent will notify Borrowers of, (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below and (y) the

commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any Other Document except, in each case, as expressly required pursuant to this Section.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any of the Other Documents, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor of such Benchmark is not or will not be representative, then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, Borrowers may revoke any pending request for an Advance bearing interest based on the Term SOFR Rate or Daily Simple SOFR, as applicable, conversion to or continuation of Advances bearing interest based on the Term SOFR Rate or Daily Simple SOFR, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrowers will be deemed to have converted any such request into a request for a Domestic Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

(f) Certain Defined Terms. As used in this Agreement:

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable (x) if such Benchmark is a term rate or is based on 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 or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or a component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor of such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph (d) of this Section.

“Benchmark” shall mean, initially, the Term SOFR Rate or Daily Simple SOFR, as applicable; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Rate, Daily Simple SOFR or the 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 this Section.

“Benchmark Replacement” shall mean, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by Agent for the applicable Benchmark Replacement Date:

(1) to the extent the applicable Benchmark is not Daily Simple SOFR, the sum of (A) Daily Simple SOFR and (B) the SOFR Adjustment;

(2) to the extent the applicable Benchmark is Daily Simple SOFR or option 1 above is not available, the sum of: (a) the alternate benchmark rate that has been selected by Agent and Borrowers, giving due consideration to (x) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention, for determining a benchmark rate as a replacement to the then-current benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, if the Benchmark Replacement as determined pursuant to clause (2) above would be less than the SOFR Floor, the Benchmark Replacement will be deemed to be the SOFR Floor for the purposes of this Agreement and the Other Documents.

“Benchmark Replacement Adjustment” shall mean, 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 adjustments, (which may be a positive or negative value or zero) that has been selected by Agent and Borrowers 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 U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” shall mean a date and time determined by Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date determined by the Agent, which date shall promptly follow the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) 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” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) 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 all Available Tenors 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 any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by a Governmental Body having jurisdiction over Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, 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 all Available Tenors 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 any Available Tenor of such Benchmark (or such component thereof); or

(3) 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) or a Governmental Body having jurisdiction over Agent announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For avoidance of doubt, 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” shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section titled “Benchmark Replacement

Setting” and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Other Document in accordance with this Section titled “Benchmark Replacement Setting.”

“Relevant Governmental Body” shall mean the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

3.9. Capital Adequacy.

(a) In the event that Agent, Swing Loan Lender, Issuer or any Lender shall have determined that any Change in Law affecting Agent, any Swing Loan Lender, Issuer or any Lender (for purposes of this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation or bank controlling Agent, Swing Loan Lender or any Lender and the office or branch where Agent, Swing Loan Lender, Issuer, or any Lender makes or maintains any Term SOFR Rate Loans) has or would have the effect of reducing the rate of return on Agent, Swing Loan Lender, Issuer or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender, Issuer or such Lender could have achieved but for such Change in Law (taking into consideration Agent, Swing Loan Lender’s, Issuer’s and each Lender’s policies with respect to capital adequacy) by an amount deemed by Agent, Swing Loan Lender, Issuer or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Agent, Swing Loan Lender, Issuer or such Lender such additional amount or amounts as will compensate Agent, Swing Loan Lender, Issuer or such Lender for such reduction suffered.

(b) A certificate of Agent, Swing Loan Lender, Issuer or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender, Issuer or such Lender with respect to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.

3.10. Taxes.

(a) Any and all payments by or on account of any Obligations hereunder or under any Other Document shall be made free and clear of and without reduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent make such deduction or withholding and shall and timely pay the full amount deducted or withheld to the relevant Governmental Body in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by Loan Parties shall be increased as necessary so that after making all required deduction or withholding (including deductions applicable to additional sums payable under this Section), Agent, Swing Loan Lender, Lender or Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions

been made. For purposes of this Section 3.10, the term “Lender” includes the Swing Loan Lender and Issuer.

(b) Without limiting the provisions of Section 3.10(a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Body in accordance with Applicable Law.

(c) Each Loan Party shall indemnify Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent or such Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to Loan Parties by any Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Each Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrowers have not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 6.13(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Obligations hereunder or any Other Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender hereunder or under any Other Document or otherwise payable by Agent to Lender from any other source against any amount due to Agent under this paragraph (d).

(e) As soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental Body, Loan Parties shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

(f) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any Other Document shall deliver to Loan Parties (with a copy to Agent), at the time or times prescribed by Applicable Law or reasonably requested by Loan Parties or Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Loan Parties or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Loan Parties or Agent as will enable Loan Parties or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set

forth in paragraphs (g)(i)-(v) of this Section) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing, in the event that any Loan Party is resident for tax purposes in the United States of America, any Lender shall deliver to Loan Parties and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Loan Parties or Agent), whichever of the following is applicable:

(i) in the case of any Lender that is not a Foreign Lender, two duly completed executed copies of an IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(ii) in the case of any Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Other Document, two duly completed executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments hereunder or under any Other Document, two duly completed executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(iii) two duly completed executed copies of IRS Form W-8ECI,

(iv) in the case of any Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of a Loan Party within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two duly completed executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E,

(v) to the extent a Lender that is not a resident for tax purposes in the United States of America is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner, or

(vi) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit Loan Parties to determine the withholding or deduction required to be made.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrowers and Agent in writing of its legal inability to do so.

(g) If a payment made to a Lender or Agent under this Agreement or any Other Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Person fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or Agent shall deliver to Agent (in the case of a Lender) and Loan Parties (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of such Person, and (B) other documentation reasonably requested by Agent or any Loan Party sufficient for Agent and Loan Parties to comply with their obligations under FATCA and to determine that such Lender or Agent has complied with such applicable reporting requirements or to determine the amount, if any, to deduct and withhold from such payment. If any such form or certification it previously delivered by a Person hereunder expires or becomes obsolete or inaccurate in any respect, such Person shall update such form or certification or promptly notify Borrowers and Agent in writing of its legal inability to do so. Solely for purposes of this paragraph (g), “FATCA” shall include any amendments to FATCA after the date of this Agreement. For the avoidance of doubt, for purposes of this Section 3.10, “Applicable Law” includes FATCA.

(h) If Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by Loan Parties or with respect to which Loan Parties have paid additional amounts pursuant to this Section, it shall pay to Loan Parties an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Loan Parties under this Section with respect to the Indemnified Taxes giving rise to such refund); net of all out-of-pocket expenses of Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided that Loan Parties, upon the request of Agent or such Lender agrees to repay the amount paid over to Loan Parties (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Body. This Section shall not be construed to require Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Loan Parties or any other Person.

3.11. Replacement of Lenders.

(a) If any Lender makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.10 hereof then such Lender shall (at the request of any Borrower) use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.7 or 3.10, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender (an “Affected Lender”) (i) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7, 3.9 or 3.10 hereof (and, with respect to amounts due under Section 3.7 and 3.10, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.11(a)), (ii) is unable to make or maintain Term SOFR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (iii) is a Defaulting Lender, or (iv) denies any consent requested by Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to Section 16.2(b) hereof, as the case may be, by notice in writing to Agent and such Affected Lender (1) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the “Replacement Lender”), provided, that, Agent’s consent to a Replacement Lender shall not be required if the Replacement Lender is already a Lender, an Affiliate of a Lender or an Approved Fund; (2) request the non-Affected Lenders to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Amount as provided herein, but none of such Lenders shall be under any obligation to do so; or (3) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Amount, then such Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender.

IV.	U.S. COLLATERAL: GENERAL TERMS

4.1. Security Interest in the U.S. Collateral. To secure the prompt payment and performance of the Secured Obligations, 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, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. The security interest of Agent in (a) the Canadian Collateral will also be evidenced by the Canadian Security Documents and (b) the Mexican Collateral will also be evidenced by the Mexican Law Documents. Each Domestic Loan Party shall provide Agent with prompt written notice of all Commercial Tort Claims related to the U.S. Collateral for which the amount of damages sought exceeds $1,000,000 upon the occurrence of any events giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), such notice to contain a brief description of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if applicable in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Domestic Loan Party shall be deemed to thereby grant to Agent a security interest and lien in and to such Commercial Tort Claims related to the U.S. Collateral described therein and all proceeds thereof. Each Domestic Loan Party shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit or

otherwise obtaining any right, title or interest in any letter of credit rights, in each case, relating to the U.S. Collateral, and at Agent’s request shall take such actions as Agent may reasonably request for the perfection of Agent’s security interest therein.

4.2. Perfection of Security Interest. Each Domestic Loan Party shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the U.S. Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the U.S. Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) using commercially reasonable efforts to obtain Collateral Access Agreements as Agent may reasonably request (it being understood that, in each case, notwithstanding the use of or failure to use commercially reasonable efforts to obtain any such Collateral Access Agreements, the failure to so obtain any such Collateral Access Agreement shall entitle Agent to institute an appropriate Reserves as determined in Agent’s Permitted Discretion with respect to any such location (provided that Loan Parties shall not be required to obtain Collateral Access Agreements with respect to those locations of Loan Parties identified on Schedule 4.4 at which less than One Million and 00/100 Dollars ($1,000,000.00) of Collateral is located and Agent shall not be permitted to institute reserves in respect thereof)), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the U.S. Collateral, (iv) using commercially reasonable efforts to enter into warehousing, lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent in its Permitted Discretion, and (v) executing and delivering control agreements, notices and assignments in respect of the U.S. Collateral, in each case in form and substance satisfactory to Agent in its Permitted Discretion, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien in the U.S. Collateral under the Uniform Commercial Code. By its signature hereto, each Loan Party hereby authorizes Agent to file against such Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall, if unpaid by Borrowers, be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Domestic Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

4.3. Preservation of U.S. Collateral. Following the occurrence and during the continuation of an Event of Default in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the U.S. Collateral, including the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Domestic Loan Party’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the U.S. Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the U.S. Collateral; (d) may use any Domestic Loan Party’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the U.S. Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the U.S. Collateral is located, and may proceed over and

through any of Domestic Loan Parties’ owned or leased property. Following the occurrence and during the continuation of an Event of Default, each Domestic Loan Party shall cooperate fully with all of Agent’s efforts to preserve the U.S. Collateral and will take such actions to preserve the U.S. Collateral as Agent may direct. All of Agent’s expenses of preserving the U.S. Collateral pursuant to this Section 4.3, including any expenses relating to the bonding of a custodian, if unpaid, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

4.4. Ownership and Location of U.S. Collateral.

(a) At the time the Collateral becomes subject to Agent’s security interest: (i) each Loan Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of each Loan Party that appear on such documents and agreements shall be genuine and each Loan Party shall have full capacity to execute same; and (iv) each Loan Party’s Inventory shall be located (y) as set forth on Schedule 4.4 (as updated from time to time) or (z) at such other location as permitted under Section 4.4(b)(i), and shall not be removed from such location(s) without the prior written consent of Agent except (A) to the extent held at another such location, (B) with respect to the sale of Inventory in the ordinary course of business, (C) with respect to Inventory either in transit from one location identified on Schedule 4.4 to another location identified on Schedule 4.4, or (D) located at third-party suppliers or processors or Subsidiaries of Domestic Loan Parties in the ordinary course of business.

(b) (i) There is no location at which any Loan Party has any Inventory except for (1) Inventory in transit in the ordinary course of business, (2) Inventory located at third-party suppliers or processors or at Loan Parties or Subsidiaries of Loan Parties in the ordinary course of business, or (3) to the extent the book value of such Inventory does not exceed $1,000,000 other than those locations listed on Schedule 4.4; (ii) Schedule 4.4 hereto contains a correct and complete list, as of the Steel Spin-Off Effective Date, of the legal names and addresses of each warehouse at which Inventory of any Loan Party is stored; none of the receipts received by any Loan Party from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.4 hereto sets forth a correct and complete list as of the Steel Spin-Off Effective Date of (A) each place of business of each Loan Party and (B) the chief executive office of each Loan Party; and (iv) Schedule 4.4 hereto sets forth a correct and complete list as of the Steel Spin-Off Effective Date of the location, by state and street address, of all Real Property owned or leased by each Loan Party, identifying which properties are owned and which are leased, together with the names and addresses of any landlords.

4.5. Defense of Agent’s and Lenders’ Interests. Until the Payment in Full of the Obligations, Agent’s interests in the U.S. Collateral shall continue in full force and effect. Each Domestic Loan Party shall defend Agent’s interests in the U.S. Collateral against any and all Persons whatsoever. At any time following the occurrence and during the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the U.S. Collateral and

the U.S. Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the U.S. Collateral, Domestic Loan Parties shall, upon demand, assemble it and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all U.S. Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Each Domestic Loan Party shall, and Agent may, at its option, during the continuance of an Event of Default, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Domestic Loan Party’s possession, they, and each of them, shall be held by such Domestic Loan Party in trust as Agent’s trustee, and such Domestic Loan Party will, during the continuance of an Event of Default, immediately deliver them to Agent in their original form together with any necessary endorsement.

4.6. Inspection of Premises. Agent shall have, at any time after the Closing Date and from time to time but no more than one (1) time per calendar year, full access to and the right to inspect the Collateral and all records pertaining thereto and to audit, check, inspect and make abstracts and copies from each Loan Party’s books, records, audits, correspondence and all other papers relating to the Collateral and the operation of each Loan Party’s business at Loan Parties’ expense; provided that (A) there shall be no limitation on the number or frequency of such field examinations at Loan Parties’ expense if an Event of Default has occurred and is continuing; and (B) the frequency of such field examinations at Loan Parties’ expense may be increased by an additional one (1) time in any calendar year during which Undrawn Availability is less than the greater of (i) 15% of the Line Cap and (ii) $68,750,000 for a period five (5) consecutive Business Days.

4.7. Appraisals. Agent may, at any time after the Closing Date and from time to time but no more than: (i) with respect to Inventory, one (1) time per calendar year; and (ii) to the extent the Eligible Equipment Option Exercise has occurred, with respect to Eligible Equipment, one (1) time per calendar year, in each case, engage the services of an independent appraisal firm or firms of reputable standing, satisfactory to Agent, at Loan Parties’ expense, for the purpose of appraising the then current values of Loan Parties’ Inventory and/or Eligible Equipment, as the case may be. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with Loan Parties as to the identity of any such firm. Notwithstanding the foregoing, (A) if an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of the Inventory and/or Eligible Equipment appraisals at Loan Parties’ expense; and (B) the frequency of (x) Inventory appraisals at Loan Parties’ expense may be increased by an additional one (1) time and (y) the frequency of Eligible Equipment appraisals at Loan Parties’ expense may be increased by an additional one (1) time, in each case, in any calendar year during which Undrawn Availability is less than the greater of (i) 15% of the Line Cap and (ii) $68,750,000 for a period five (5) consecutive Business Days. In the event the value of Loan Parties’ Eligible Inventory or Eligible Equipment, as applicable, as so determined pursuant to any appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances permitted hereunder, then, promptly upon Agent’s demand for same, Loan Parties shall make mandatory prepayments of the then outstanding Revolving Advances so as to eliminate the excess Advances.

4.8. Receivables; Blocked Accounts and Deposit Accounts.

(a) Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of a Loan Party, or work, labor or services theretofore rendered by a Loan Party as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable Loan Party’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on any accounts receivable schedules or other Borrowing Base reporting delivered by Loan Parties to Agent.

(b) Each Customer, to the knowledge of each Loan Party, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due. With respect to such Customers of any Loan Party who are not solvent, to the extent such Loan Party has knowledge thereof, such Loan Party has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

(c) Each Loan Party’s books and records are located as set forth on Schedule 4.4. Until written notice is given to Agent by Borrowing Agent of any other office at which any Loan Party keeps its records pertaining to Receivables, all such records shall be kept at such location as specified in Schedule 4.4.

(d) Upon the occurrence of a Cash Dominion Trigger Event and prior to a Cash Dominion Trigger Satisfaction Event with respect thereto, each Loan Party shall, at such Loan Party’s cost and expense, but on Agent’s behalf and for Agent’s account (1) collect as Agent’s property and in trust for Agent all amounts due and/or received on Receivables, and shall not commingle such collections with any Loan Party’s funds or use the same except to pay Obligations, and (2) as soon as possible and in any event no later than one (1) Business Day after the receipt thereof (A) in the case of remittances paid by check, deposit all such remittances in their original form (after supplying any necessary endorsements) and (B) in the case of remittances paid by wire transfer of funds, transfer all such remittances, in each case, into Blocked Accounts(s) and/or Depository Account(s).

(e) At any time following the occurrence and during the continuance of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, during the continuance of such Event of Default, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent’s actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, to the extent unpaid, may be charged to Borrowers’ Account and added to the Obligations.

(f) Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, to receive, endorse, assign and/or deliver in the name of Agent or any Domestic Loan Party any and all checks, drafts and other instruments for the payment of

money relating to the Receivables, and each Domestic Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Domestic Loan Party hereby constitutes Agent or Agent’s designee as such Domestic Loan Party’s attorney with power at any time after the occurrence and during the continuance of an Event of Default (i) to endorse such Domestic Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or U.S. Collateral; (ii) to sign such Domestic Loan Party’s name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Domestic Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the U.S. Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of Domestic Loan Parties’ rights and remedies with respect to the collection of the Receivables and any other U.S. Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Domestic Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Domestic Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence or willful misconduct; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right, at any time following the occurrence of an Event of Default which is continuing, to change the address for delivery of mail addressed to any Domestic Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Domestic Loan Party.

(g) Except as provided in subsection (f) above, neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom.

(h) All proceeds of Collateral received by any Loan Party shall be deposited by Loan Parties into either (i) a lockbox account, dominion account or such other “blocked account” (each a “Blocked Account” and collectively the “Blocked Accounts”) established at a bank or banks as may be acceptable to Agent in its Permitted Discretion (each such bank, a “Blocked Account Bank” and collectively, “Blocked Account Banks”) (and provided that JPMorgan Chase and Northern Trust are acceptable Blocked Account Banks) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to Agent in its Permitted Discretion or (ii) depository accounts (“Depository Accounts”) established at Agent for the deposit of such proceeds. Each applicable Loan Party, Agent and each Blocked Account Bank shall enter into a Blocked Account Agreement in form and substance satisfactory to Agent in its Permitted Discretion that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such Blocked Accounts. Upon the occurrence of a Cash Dominion Trigger Event and prior a Cash Dominion Trigger Satisfaction Event in respect thereof, Agent shall have the sole and exclusive

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right to direct, and is hereby authorized to give instructions pursuant to such Blocked Account Agreements directing, the disposition of funds in the Blocked Accounts and Depository Accounts (any such instructions, an “Activation Notice”) to Agent on a daily basis, either to a deposit account maintained by Agent at PNC or by wire transfer to a deposit account at PNC, which such funds may be applied by Agent to repay the Obligations, and, if an Event of Default has occurred and is continuing, to cash collateralize outstanding Letters of Credit in accordance with Section 3.2(b) hereof. Prior to the occurrence of a Cash Dominion Trigger Event and following a Cash Dominion Trigger Satisfaction Event, Loan Parties shall retain the right to direct the disposition of funds in the Blocked Accounts. In the event that Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice upon the occurrence of a Cash Dominion Trigger Satisfaction Event (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if a subsequent Cash Dominion Trigger Event shall have occurred at any time thereafter). All funds deposited in the Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of Agent, for its own benefit and the ratable benefit of the other Secured Parties. Neither Agent nor any Lender assumes any responsibility for such Blocked Account Agreements, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Upon the occurrence of a Cash Dominion Trigger Event and prior a Cash Dominion Trigger Satisfaction Event, so long as an Event of Default is not continuing, Agent shall (A) apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Obligations: first, to prepay any Protective Advances that may be outstanding, second, to prepay the Revolving Advances and Swing Loans, and third, as Borrowing Agent may direct, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof and (B) reduce the Eligible Receivables associated with such funds as set forth in the then current Borrowing Base Certificate.

(i) Notwithstanding anything that may be contained herein to the contrary, following the occurrence of a Cash Dominion Trigger Event, if an Authorized Officer of Borrowing Agent certifies to Agent in writing that a Cash Dominion Trigger Satisfaction Event has occurred (and Borrowing Agent has provided Agent with all calculations and documentation reasonably requested by Agent in connection therewith), (i) the requirements of Sections 4.8(d) and 4.8(h) shall be suspended until the next Cash Dominion Trigger Event occurs, and (ii) Agent shall provide written notice to Borrowing Agent that the requirements of Sections 4.8(d) and 4.8(h) will be suspended until the occurrence of the next Cash Dominion Trigger Event.

(j) No Loan Party will, without Agent’s consent (not to be unreasonably withheld), compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the ordinary course of business of such Loan Party.

(k) All Deposit Accounts (including all Blocked Accounts and Depository Accounts), Securities Accounts and investment accounts of each Loan Party as of the Steel Spin-Off Effective Date are set forth on Schedule 4.8(k). Following the Steel Spin-Off Effective Date, no Loan Party shall open any new Deposit Account, Securities Account or investment account (in each case, other than an Excluded Account), unless Borrowing Agent shall have given at least fifteen (15) days prior written notice to Agent. If such account is to be maintained with a bank,

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depository institution or securities intermediary that is not Agent, then within thirty (30) days after the creation of such account, such bank, depository institution or securities intermediary, each applicable Loan Party and Agent shall enter into a Blocked Account Agreement in form and substance satisfactory to Agent in its Permitted Discretion sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account, provided, that, for the avoidance of doubt, no Blocked Account Agreement will be required for an Excluded Account.

(l) The aggregate amount on deposit in all Mexican Deposit Accounts shall not exceed (i) $5,000,000 at any time during a Cash Dominion Period, and (ii) $10,000,000 at any other time.

4.9. Inventory. To the knowledge of each Domestic Loan Party, at all times, the hours worked and payments made to employees of any Domestic Loan Party have not been in violation of the Fair Labor Standards Act and all rules, regulations and orders promulgated thereunder to the extent subject thereto.

4.10. [Reserved].

4.11. Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Domestic Loan Party’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Domestic Loan Party’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Domestic Loan Party of any of the terms and conditions thereof.

4.12. Financing Statements. Except with respect to the financing statements filed by Agent and financing statements related to Permitted Encumbrances, no financing statement covering any of the Collateral or any proceeds thereof is or will be on file in any public office.

4.13. Certain Excluded Subsidiaries. Notwithstanding anything in this Agreement or in the Other Documents to the contrary, no Excluded Subsidiary shall be required to become a Guarantor or pledgor of U.S. Collateral under this Agreement or any Other Documents or shall be liable for or in any manner responsible for, or be deemed to have guaranteed, directly or indirectly, whether as a primary obligor, guarantor, indemnitor, or otherwise, and none of their assets shall secure, directly or indirectly, any obligations (including principal, interest, fees, penalties, premiums, expenses, charges, reimbursements, indemnities or any other Secured Obligations) in respect of any Loan Party under this Agreement, any Other Document, any other document with respect to any Secured Obligations or any other agreement executed and/or delivered in connection with any of the foregoing.

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V.	REPRESENTATIONS AND WARRANTIES.

Each Loan Party jointly and severally represents and warrants as follows:

5.1. Authority. Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Loan Party, and this Agreement and the Other Documents to which it is a party constitute 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 Agreement and of the Other Documents to which it is a party (a) are within such Loan Party’s corporate or limited liability company powers, as applicable, have been duly authorized by all necessary corporate or limited liability 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 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect, except where the failure to obtain such Consents would not reasonably be expected to result in a Material Adverse Change, and (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or 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.

5.2. Formation and Qualification.

(a) Each Loan Party and each Domestic Subsidiary of a Loan Party is duly incorporated or formed, as applicable, and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Loan Party to conduct its business and own its property and where the failure to so qualify would reasonably be expected to result in a Material Adverse Change. Each Loan Party has delivered to Agent true and complete copies of its Organizational Documents and will promptly notify Agent of any material amendment or changes thereto.

(b) The only Subsidiaries of Loan Parties as of the Steel Spin-Off Effective Date are listed on Schedule 5.2(b).

5.3. Survival of Representations and Warranties. All representations and warranties of such Loan Party contained in this Agreement and the Other Documents to which it is a party shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) at the time of such Loan Party’s execution of this Agreement and the Other Documents to which it is a party, and shall survive the execution, delivery and acceptance thereof by the parties thereto

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and the closing of the transactions described therein or related thereto, provided, that, any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date (without duplication of any materiality qualifiers therein).

5.4. Tax Returns. Each Loan Party’s federal tax identification number is set forth on Schedule 5.4. Each Loan Party has filed all material federal, state and local tax returns and other reports each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable, except (a) taxes, assessments, fees and other governmental charges that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the amount thereof is not material. The provision for taxes on the books of each Loan Party is adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Loan Party has any knowledge of any deficiency or additional assessment in connection therewith not provided for on its books.

5.5. Financial Statements.

(a) Worthington Steel has delivered to Agent copies of Worthington Industries’ audited year-end financial statements on a consolidated basis for and as of the end of the fiscal year ended May 31, 2023. In addition, Worthington Steel has delivered to Agent copies of Worthington Industries’ unaudited consolidated interim financial statements as of the end of the fiscal quarter ended August 31, 2023 (all such annual and interim statements being collectively referred to as the “Statements”). The Statements were compiled from the books and records maintained by Worthington Industries’ management, are correct and complete and fairly represent the consolidated financial condition of Worthington Industries and its Subsidiaries as of their dates and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied, subject (in the case of the interim Statements) to normal year-end audit adjustments.

(b) The pro forma projections (including a pro forma closing balance sheet and pro forma statements of operations and cash flow) of Worthington Steel and its Subsidiaries on a consolidated basis for the fiscal years 2024 through 2029 and quarterly projections through May 31, 2025, copies of which have been delivered to Agent and Lenders (the “Projections”) were approved by the Chief Financial Officer of Worthington Steel, are based on underlying assumptions which as of the Closing Date provide a reasonable basis for the Projections contained therein and as of the Closing Date reflect Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond Loan Parties’ control, and that no assurance can be given that the Projections will be realized).

(c) The pro forma balance sheet of Worthington Steel (the “Pro Forma Balance Sheet”) furnished to Agent on or before the Closing Date reflects the consummation of the Steel Spin-Off and is accurate, complete and correct and fairly reflects the financial condition of Worthington Steel as of the Closing Date after giving effect to the Steel Spin-Off, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been

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certified as accurate, complete and correct in all material respects by the Chief Financial Officer of Worthington Steel.

(d) Neither Worthington Steel nor any Subsidiary of Worthington Steel has any liabilities, contingent or otherwise, or forward or long-term commitments required to be disclosed in financial statements prepared under GAAP that are not disclosed in the Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of Worthington Steel or any Subsidiary of Worthington Steel required to be disclosed in the Statements under GAAP which would constitute a Material Adverse Change. Since May 31, 2023, no Material Adverse Change has occurred.

5.6. Entity Names. Except as set forth on Schedule 5.6 hereto no Loan Party has been known by any other company or corporate name (excluding any trade names of any such Loan Party), as applicable, in the five (5) years prior to the Closing Date, nor has any Loan Party been the surviving corporation or company, as applicable, of a merger or consolidation or acquired all or substantially all of the assets of any Person during the five (5) years prior to the Closing Date.

5.7. O.S.H.A. Environmental Compliance.

(a) Except as set forth on Schedule 5.7 hereto, each Loan Party is in compliance with, and its facilities, business, assets, property, leaseholds, Real Property and Equipment are in compliance with the Federal Occupational Safety and Health Act, and Environmental Laws except to the extent such failure to comply would not reasonably be expected to result in a Material Adverse Change, and there are no outstanding citations, notices or orders of non-compliance issued to any Loan Party or relating to its business, assets, property, leaseholds or Equipment under any such laws, rules or regulations, except to the extent such citations, notices or orders would not reasonably be expected to result in a Material Adverse Change.

(b) Except as set forth on Schedule 5.7 hereto, each Loan Party has been issued all required federal, state and local licenses, certificates or permits (collectively, “Approvals”) relating to all applicable Environmental Laws except to the extent the failure to obtain such licenses, certificates or permits would not reasonably be expected to result in a Material Adverse Change and all such Approvals are current and in full force and effect.

5.8. Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance.

(a) (i) After giving effect to the transactions contemplated by this Agreement, Loan Parties, taken as a whole, will be solvent, able to pay their debts as they mature and are not an Insolvent Person (as defined in the Bankruptcy and Insolvency Act (Canada)), will have capital sufficient to carry on their businesses and all businesses in which they are about to engage, (ii) after giving effect to the Steel Spin-Off, the fair present saleable value of their assets, calculated on a going concern basis, is in excess of the amount of their liabilities, and (iii) subsequent to the Steel Spin-Off, the fair saleable value of their assets (calculated on a going concern basis) will be in excess of the amount of their liabilities.

(b) Except as disclosed on Schedule 5.8(b)(i), no Loan Party has any pending or threatened litigation, arbitration, actions or proceedings which would reasonably be expected to

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constitute a Material Adverse Change. No Loan Party has any outstanding Indebtedness other than the Secured Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(b)(ii) and (ii) Indebtedness otherwise permitted under Section 7.8 hereof.

(c) No Loan Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which would reasonably be expected to result in a Material Adverse Change, nor is any Loan Party in violation of any order of any court, Governmental Body or arbitration board or tribunal except to the extent such violation would not reasonably be expected to result in a Material Adverse Change. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws.

(d) No Loan Party or any member of the Controlled Group maintains or is required to contribute to any Plan other than those listed on Schedule 5.8(d) hereto. (i) Each Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Plan, and each Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code or an application for such a determination is currently being processed by the Internal Revenue Code; (iii) neither any Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan; (v) except as set forth on Schedule 5.8(d), the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities; (vi) neither any Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan; (vii) neither any Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither any Loan Party nor any member of the Controlled Group nor, to the knowledge of Loan Parties, any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA; (ix) no Termination Event has occurred or is reasonably expected to occur; (x) there exists no event described in Section 4043 of ERISA, for which the thirty (30) day notice period has not been waived; (xi) neither any Loan Party nor any member of the Controlled Group has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; (xii) except as set forth on Schedule 5.8(d) or as provided in various labor contracts to which one or more of Loan Parties is a party and in effect from time to time neither any Loan Party nor any member of the Controlled Group maintains or is required to contribute to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with

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Section 4980B of the Code; (xiii) neither any Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, within the meaning of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) to the knowledge of Loan Parties, no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

(e) As of the Closing Date, none of the Loan Parties or any Subsidiary thereof sponsors, maintains or contributes to any Canadian Defined Benefit Pension Plans or any Canadian Multi-Employer Pension Plans. The liability of any Loan Party or Subsidiary thereof in respect of any Canadian Multi-Employer Pension Plan is limited to a fixed percentage of employee earnings (or other fixed contribution formula) set out in a collective agreement and the Loan Party or Subsidiary has (x) no withdrawal liability under the Canadian Multi-Employer Pension Plan, and (y) no obligation to make solvency or wind-up or other deficiency funding payments to the Canadian Multi-Employer Pension Plan. Except as would not reasonably be expected to result in a Material Adverse Change, (i) the Canadian Pension Plans are duly registered under the iTA and all other laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status, (ii) the Canadian Pension Plans administered by the Loan Parties have been, administered and invested in material compliance with their terms and requirements of law and there have been no improper withdrawals or applications of the assets of such Canadian Pension Plans, (iii) there are no outstanding material disputes concerning the assets of the Canadian Pension Plans, and (iv) all payments, contributions required to be made by any Loan Party or Subsidiary thereof to or in respect of any Canadian Defined Benefit Pension Plan or Canadian Multi-Employer Pension Plan have been made on a timely basis in accordance with the current terms of such plans and all requirements of law. No Canadian Pension Event has occurred or is reasonably expected to occur that singly, or in the aggregate with such other events, would reasonably be expected to have a Material Adverse Change.

5.9. Patents, Trademarks, Copyrights and Licenses. Each Loan Party and each Domestic Subsidiary of each Loan Party owns or possesses all Intellectual Property reasonably necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Domestic Subsidiary, except where such failure would not constitute a Material Adverse Change. Loan Parties are not aware of any actual or alleged objections or challenges to the Intellectual Property, except where such objections, challenges or alleged infringement would not result in a Material Adverse Change.

5.10. Licenses and Permits. Except as set forth in Schedule 5.10, each Loan Party (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state, provincial, territorial or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to comply with procure such licenses or permits would reasonably be expected to result in a Material Adverse Change.

5.11. [Reserved].

5.12. No Event of Default. No Event of Default has occurred and is continuing.

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5.13. No Burdensome Restrictions. No Loan Party or Domestic Subsidiary of a Loan Party is party to any contract or agreement the performance of which would reasonably be expected to result in a Material Adverse Change. No Loan Party or Domestic Subsidiary of a Loan Party has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of the Collateral, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.

5.14. No Labor Disputes. Except as would not reasonably be expected to result in a Material Adverse Change or as set forth in Schedule 5.14, (i) no Loan Party is involved in any material labor dispute and (ii) there are no strikes or walkouts by employees of any Loan Party.

5.15. Margin Regulations. No Loan Party and no Domestic Subsidiary of a Loan Party is engaged, nor does it intend to engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board of Governors.

5.16. Investment Company Act. No Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

5.17. Disclosure. No representation or warranty made by any Loan Party in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein, in light of the circumstance in which made, not misleading. There is no fact known to any Loan Party or which reasonably should be known to such Loan Party which such Loan Party has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which would reasonably be expected to result in a Material Adverse Change.

5.18. Steel Spin-Off. As of the Closing Date, Agent has received complete copies of all material documents related to the Steel Spin-Off (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) requested by Agent. As of the Closing Date, none of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to Agent.

5.19. [Reserved].

5.20. [Reserved].

5.21. [Reserved].

5.22. Ineligible Securities. Loan Parties do not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period,

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or for 30 days thereafter, Ineligible Securities being underwritten by a securities Affiliate of Agent or any Lender.

5.23. [Reserved].

5.24. [Reserved].

5.25. Commercial Tort Claims. Except as otherwise disclosed in writing to Agent, no Loan Party has any Commercial Tort Claims related to the Collateral for which the amount of damages sought exceeds $1,000,000 upon the occurrence of any events giving rise to any such claim(s).

5.26. Letter of Credit Rights. As of the Closing Date, no Loan Party has any letter of credit rights securing the payment of Eligible Receivables or Eligible Mexican Receivables, as applicable.

5.27. Material Contracts. At all times following the Steel Spin-Off Effective Date, all Material Contracts of Loan Parties are in full force and effect and no material defaults currently exist thereunder.

5.28. [Reserved].

5.29. Senior Debt Status. The Obligations of each Loan Party under this Agreement and the Other Documents to which any Loan Party is a party do rank and will rank at least pari passu in priority of payment with all other Indebtedness of such Loan Party except Indebtedness of such Loan Party (i) to the extent secured by Permitted Encumbrances or (ii) to the extent secured by assets not constituting Collateral.

5.30. Sanctions and other Anti-Terrorism Laws. No: (a) Loan Party nor any of its Subsidiaries, nor any employees, officers, directors, or Affiliates acting on a Loan Party’s or a Subsidiary’s behalf in connection with this Agreement: (i) is a Sanctioned Person; (ii) directly, or indirectly through any third party, is engaged in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction, or any transactions or other dealings that otherwise are prohibited by any Anti-Terrorism Laws; or (iii) is located, organized or resident in a country or territory that is the subject of Sanctions; or (b) Collateral is Embargoed Property.

5.31. Anti-Corruption Laws. Each Loan Party and its Subsidiaries has (a) conducted its business in compliance with all Anti-Corruption Laws and (b) has instituted and maintains policies and procedures designed to ensure compliance with such Laws.

VI.	AFFIRMATIVE COVENANTS.

Each Loan Party jointly and severally covenant and agree that until the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof), each such Loan Party shall:

6.1. Compliance with Laws. Comply with all applicable Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a violation of this Section 6.1 if any failure to comply with any Law would not result in fines, penalties, remediation

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costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change.

6.2. Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement) where the failure to do so would reasonably be expected to result in a Material Adverse Change; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so would reasonably be expected to result in a Material Adverse Change; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so would reasonably be expected to result in a Material Adverse Change.

6.3. Books and Records. Keep proper books of record and account in which full, true and correct entries in all material respects will be made of all dealings or transactions of or in relation to its business and affairs (including without limitation accruals for taxes, assessments, Charges, levies and claims, allowances against doubtful Receivables and accruals for depreciation, obsolescence or amortization of assets), all in accordance with, or as required by, GAAP consistently applied in the opinion of such independent public accountant as shall then be regularly engaged by Loan Parties.

6.4. Payment of Taxes. Pay, when due, all taxes, assessments and other Charges lawfully levied or assessed upon such Loan Party or any of the Collateral, including real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes, except (a) to the extent any such tax, assessment or other charge is the subject of a good faith dispute that is being diligently prosecuted and for which such Loan Party is maintaining adequate reserves therefor in accordance with GAAP or (b) to the extent the failure to do so would not reasonably be expected to result in a Material Adverse Change. After the occurrence and during the continuation of an Event of Default, Agent may, in its Permitted Discretion, pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Agent in its Permitted Discretion. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

6.5. Preservation of Existence, Etc. (a) Maintain its legal existence as a corporation, partnership or limited liability company, as the case may be, and (b) maintain its license or qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary, in each case, except as otherwise expressly permitted by this Agreement or to the extent the failure to do so would not reasonably be expected to result in a Material Adverse Change.

6.6. [Reserved].

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6.7. Visitation Rights. Subject to the limitations of Section 4.6 and 4.7, permit any of the officers or authorized employees or representatives of Agent or any of Lenders to visit and inspect any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all in such detail and at such times and as often as any of Agent or Lenders may reasonably request (provided, however, that prior to the occurrence of an Event of Default or Default that is continuing, such visits or inspections shall not exceed once per calendar year), provided that each Lender shall provide Loan Parties and Agent with reasonable written notice prior to any visit or inspection. In the event any Lender desires to conduct an audit of any Loan Party, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by Agent.

6.8. Use of Proceeds. Use the Letters of Credit and the proceeds of the Revolving Advances only in accordance with Section 2.21 hereof.

6.9. Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws.

(a) Loan Parties covenant and agree that they shall promptly notify Agent and each Lender in writing upon a Loan Party’s knowledge of the occurrence of a Reportable Compliance Event.

(b) Each Loan Party and its Subsidiaries shall conduct their business in compliance with all Anti-Corruption Laws and maintain policies and procedures designed to ensure compliance with such Laws.

(c) (i) No Covered Compliance Entity will become a Sanctioned Person, (ii) no Covered Compliance Entity, either in its own right or through any third party, will (a) have any of its assets in a Sanctioned Jurisdiction or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or directly derive any of its income from investments in or transactions with, any Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage in any dealings or transactions prohibited by any Anti-Terrorism Law; or (d) use the Advances or Letters of Credit or any proceeds therefrom to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Jurisdiction or Sanctioned Person in violation of any Anti-Terrorism Law or would otherwise result in any violation of any Anti- Terrorism Laws or Sanctions; (iii) the funds used to repay the Obligations will not be derived from any unlawful activity or in any manner that would cause a party to this Agreement to be in breach of any Anti-Terrorism Laws or Sanctions, (iv) each Covered Compliance Entity shall comply with all Anti-Terrorism Laws, and (v) the Loan Parties shall promptly notify the Agent in writing upon the occurrence of a Reportable Compliance Event.

(d) Each Loan Party represents and warrants that each Person that, directly or indirectly, is in control of a Loan Party, is not a Sanctioned Person. For purposes of this clause (d), control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 50% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

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6.10. Financial Covenants. At any time after a Covenant Trigger Event has occurred and until the occurrence of a Covenant Trigger Satisfaction Event, Loan Parties shall maintain a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00, calculated as of the end of the most recently ended fiscal quarter for which quarterly financial statements were due under this Agreement prior to the occurrence of such Covenant Trigger Event, and measured thereafter as of the end of each fiscal quarter, in each case for the four (4) consecutive fiscal quarters then ended.

6.11. Insurance.

(a) Insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured (including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are insured by prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as acceptable to Agent in its Permitted Discretion. Loan Parties shall comply with the covenants of such insurance policies. Risk of loss of, damage to, or destruction of the applicable Collateral is on Loan Parties. If Loan Parties fail to effect and keep in full force and effect such insurance, or fail to pay the premiums when due, Agent may (but shall not be obligated to) do so for the account of Loan Parties and add the cost thereof to the Obligations. Each Loan Party agrees to cause Agent to be added by endorsement, in form and substance reasonably satisfactory to Agent, (a) as an additional insured with respect to all applicable policies of liability insurance and (b) as a lenders’ loss payee (for itself and the benefit of Lenders) to all applicable policies of commercial property insurance of any Loan Party, as Agent’s interests may appear, or otherwise assign and set over to Agent all monies which may become payable on account of such insurance with respect to any loss event(s) involving Inventory and/or, at all times on and after the date of the Eligible Equipment Option Exercise, Eligible Equipment, as applicable. So long as no Cash Dominion Trigger Event has occurred and is continuing and to the extent the insurance proceeds with respect to such Inventory and/or, at all times on and after the date of the Eligible Equipment Option Exercise, Eligible Equipment, as applicable, are less than Twenty-Five Million and 00/100 Dollars ($25,000,000.00) such Loan Party or Loan Parties may retain and use such proceeds to purchase or produce replacement Inventory and/or, at all times on and after the date of the Eligible Equipment Option Exercise, Eligible Equipment, as applicable; provided, however, notwithstanding the foregoing, each Loan Party agrees to pay over any such amounts to Agent to the extent such Loan Party or Loan Parties have not used such proceeds to purchase or produce replacement Inventory and/or, at all times on and after the date of the Eligible Equipment Option Exercise, Eligible Equipment, as applicable, during the one hundred eighty (180) day period commencing on the date such insurance proceeds become available to the such Loan Party or Loan Parties. In the event any such insurance proceeds are not eligible hereunder to be paid directly to the applicable Loan Party or Loan Parties as provided for above, each such Loan Party or Loan Parties shall direct the applicable insurer(s) to pay Agent any such amount so due. Upon the occurrence and during the continuance of a Cash Dominion Trigger Event, Agent shall be automatically and irrevocably appointed the attorney-in-fact of each Loan Party to, following the occurrence and continuance of a Cash Dominion Trigger Event, endorse any draft or check that may be payable to such Loan Party in order to collect the proceeds of such insurance. Any balance

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of insurance proceeds remaining in the possession of Agent after Payment in Full of the Obligations shall be paid over to such Loan Party or its order.

(b) Borrowers shall deliver copies of the insurance endorsements required by the foregoing clause (a) to Agent within 30 days following the Closing Date (or such later date as Agent shall agree in its Permitted Discretion).

6.12. Payment of Indebtedness and Leasehold Obligations. Pay, discharge or otherwise satisfy (i) at or before maturity (subject, where applicable, to specified grace periods), all its Indebtedness, except when the failure to do so would not reasonably be expected to result in a Material Adverse Change or when the amount or validity thereof is currently being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due its rental obligations under all material leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect except where the failure to do so would not reasonably be expected to result in a Material Adverse Change or when the amount or validity thereof is currently being Properly Contested.

6.13. Environmental Matters.

(a) Ensure that the Real Property and all operations and businesses conducted thereon are in compliance and remain in compliance with all Environmental Laws and it shall manage any and all Hazardous Materials on any Real Property in compliance with Environmental Laws except to the extent the failure to so comply would not reasonably be expected to result in a Material Adverse Change.

(b) Respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary and reasonable action to address the same and to avoid subjecting the Collateral or Real Property to any Lien.

6.14. Standards of Financial Statements. Cause all financial statements referred to in Sections 9.7 and 9.8, as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).

6.15. Steel Spin-Off. Cause the Steel Spin-Off to become effective no later than 10 Business Days following the Closing Date.

6.16. Execution of Supplemental Instruments. Execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may reasonably request, in order that the full intent of this Agreement may be carried into effect.

6.17. Government Receivables. To the extent that Loan Parties desire to include such Receivables in Eligible Receivables, take all steps necessary to protect Agent’s interest in the

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Collateral under the Federal Assignment of Claims Act, the Financial Administration Act (Canada), the Uniform Commercial Code, the PPSA and all other applicable federal, state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of any contract between any Loan Party and the United States of America, Canada, any state, province, territory or any department, agency or instrumentality of any of them which Loan Parties desire to include in Eligible Receivables.

6.18. Depository Accounts; Blocked Account Agreements. Within 90 days of the Closing Date or such later date as Agent shall agree in its Permitted Discretion, Borrowers shall have opened Depository Accounts with Agent or Agent shall have received duly executed agreements establishing the Blocked Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral and Agent shall have entered into Blocked Account Agreements or other similar agreements with the applicable financial institutions, in each case, in form and substance satisfactory to Agent, with respect to such Blocked Accounts.

6.19. Keepwell. If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 6.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.19, or otherwise under this Agreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 6.19 shall remain in full force and effect until Payment in Full of the Obligations. Each Qualified ECP Loan Party intends that this Section 6.19 constitute, and this Section 6.19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.

6.20. Additional Subsidiaries.

(a) Subject to Applicable Law, each Loan Party will cause each Subsidiary that is formed or acquired after the date of this Agreement (and that is not an Excluded Subsidiary) or that ceases to be an Excluded Subsidiary after the Closing Date in accordance with the terms of this Agreement, within sixty (60) days (in each case, as such time may be extended in Agent’s sole discretion) thereof, to become a Borrower or a Guarantor, as applicable, pursuant to a Borrower Joinder or a Guarantor Joinder, as applicable, and take all such further actions (including authorizing the filing and recording of financing statements, fixture filings, and other documents) that are required under the Other Documents or this Agreement to cause the Liens of Agent hereunder and under the Other Documents to be applicable with respect to such Subsidiary and take any further action reasonably requested by Agent in respect thereof; provided that, prior to the effectiveness of any such joinder, Agent and each Lender shall have received, in form and

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substance reasonably acceptable to Agent or such Lender, as applicable, such documentation and information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and CAML. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Other Documents and (ii) will grant Liens to Agent, for the benefit of Agent and the applicable Secured Parties, in any property of such Loan Party which constitutes Collateral, under the applicable Other Document.

(b) Within 15 Business Days following the Closing Date, or such later date as Agent shall agree in its Permitted Discretion, cause Worthington Steel Services, LLC, an Ohio limited liability company (“WSS”) to become a Guarantor pursuant to a Guarantor Joinder and take all such further actions (including authorizing the filing and recording of financing statements and other documents and delivery of customary legal opinions) that are required under the Other Documents or this Agreement to cause the Liens of Agent hereunder and under the Other Documents to be applicable with respect to WSS and take any further action reasonably requested by Agent in respect thereof; provided that, prior to the effectiveness of such joinder, Agent and each Lender shall have received, in form and substance reasonably acceptable to Agent or such Lender, as applicable, such documentation and information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and CAML.

VII.	NEGATIVE COVENANTS.

No Loan Party shall, until the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof):

7.1. Merger, Consolidation, Acquisition and Sale of Assets.

(a) Enter into any merger, amalgamation, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge or amalgamate with it, provided that:

(i) (A) any Borrower may merge, amalgamate or consolidate into or acquire all or substantially all of the assets of another Borrower, (B) (i) any Domestic Loan Party that is not a Borrower may merge into, amalgamate with or acquire all or substantially all of the assets of another Domestic Loan Party that is not a Borrower, and (ii) any Foreign Loan Party that is not a Borrower may merge into, amalgamate with or acquire all or substantially all of the assets of another Foreign Loan Party of the same jurisdiction that is not a Borrower, (C) (i) any Domestic Loan Party that is not a Borrower may acquire all or substantially all of the assets of or merge, amalgamate or consolidate into a Borrower so long as such Borrower survives such consolidation, amalgamation or merger, and (ii) any Foreign Loan Party that is not a Borrower may acquire all or substantially all of the assets of or merge, amalgamate or consolidate into a Foreign Loan Party of the same jurisdiction so long as such Foreign Loan Party survives such consolidation, amalgamation or merger, and (D) a Loan Party may acquire all or substantially all of the assets of or merge, amalgamate or consolidate into a Subsidiary that is not a Loan Party, so long as such

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Loan Party survives such consolidation, amalgamation or merger; provided that in each of the foregoing cases, Worthington Steel shall provide Agent written notice within ten (10) Business Days of such acquisition, merger, amalgamation, consolidation or reorganization and shall deliver to Agent any relevant documents evidencing such acquisition, merger, amalgamation, consolidation or reorganization as reasonably requested by Agent in its Permitted Discretion;

(ii) any Loan Party may enter into a Permitted Acquisition; and

(iii) nothing herein shall prohibit any Steel Spin-off Transaction;

(b) Sell, lease, transfer or otherwise dispose of any of its properties or assets (including, in each case, by way of an LLC Division), except:

(i) transactions involving 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);

(ii) any sale, transfer or lease of assets that, in the reasonable business judgement of Loan Parties, are no longer useful, necessary, or required in the conduct of Loan Parties’ business or are surplus, uneconomic, negligible or obsolete;

(iii) any sale, transfer or lease of assets by any Loan Party to any other Loan Party; provided that the aggregate amount of all sales, transfers and leases of assets made to all Mexican Loan Parties pursuant to this clause (iii), together with the aggregate amount of investments and loans made to Mexican Loan Parties pursuant to clause (l) of the definition of Permitted Investments, shall not exceed $20,000,000;

(iv) any sale, transfer or lease of assets which are replaced by substitute assets;

(v) any dispositions of Real Property;

(vi) any disposition otherwise permitted under this Agreement;

(vii) the disposition of Receivables in connection with a Permitted Supply Chain Financing;

(viii) in connection with any Steel Spin-off Transaction;

(ix) subject to compliance with the Payment Conditions any sale, transfer, lease or other disposition of properties or assets, other than those specifically excepted pursuant to clauses (i) through (viii) above, provided that the aggregate value of such assets sold, transferred or leased by Loan Parties during the term of this Agreement shall not exceed twenty percent (20%) of Consolidated Tangible Assets during the term of this Agreement or ten percent (10%) of Consolidated Tangible Assets in any fiscal year; or

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(x) any other dispositions to the extent that the aggregate fair market value (as determined in good faith by Worthington Steel) of such assets sold, transferred or leased by Loan Parties does not exceed $10,000,000 per fiscal year.

Notwithstanding the foregoing, with respect any disposition of assets that decreases the Borrowing Base by an amount greater than 5% of the then effective Borrowing Base, prior to or concurrently with such disposition, the Borrowers shall deliver an updated Borrowing Base Certificate to the Agent giving pro forma effect to such disposition.

7.2. Creation of Liens. Create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter created or acquired, except Permitted Encumbrances; provided that notwithstanding anything in this Agreement or any Other Document to the contrary, including, without limitation, the definition of Permitted Encumbrances, in no event shall the Loan Parties create or suffer to exist any Lien to secure Indebtedness for borrowed money (other than the Secured Obligations) on any inventory, accounts receivable or other working capital assets of the Mexican Loan Parties.

7.3. Guarantees. Become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) unsecured guarantees made in the ordinary course of business up to an aggregate amount of $25,000,000, (c) guarantees by one or more Loan Parties of the Indebtedness, obligations or performance of any other Loan Parties, Subsidiaries or joint ventures of Loan Parties to the extent such Indebtedness, obligations or performance of such Loan Parties or Subsidiaries of Loan Parties is not otherwise prohibited by this Agreement, and (d) the endorsement of checks in the ordinary course of business.

7.4. Investments. Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, or make loans or extensions of credit to any Person, in each case other than Permitted Investments.

7.5. [Reserved].

7.6. [Reserved].

7.7. Dividends and Repurchases. Declare, pay or make any dividend or distribution on any Equity Interests of any Loan Party (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any Equity Interest of any Loan Party, except that the following shall be permitted:

(a) the payment or making of any dividend or distribution to its respective equity holder so long as such equity holder is a Loan Party;

(b) the payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration thereof, if at the date of declaration or the giving of notice of such redemption, as applicable, such payment would have complied with the provisions of this Agreement, provided, that, if such dividend, distribution or redemption is being

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made pursuant to Section 7.7(k), a Reserve may be established by the Agent in its Permitted Discretion in an amount equal to the payment so declared;

(c) (i) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of any Loan Party solely in exchange for, or solely out of the proceeds of, the substantially concurrent sale of, Equity Interests of Worthington Steel or contributions to the equity capital of Worthington Steel (other than any Equity Interests sold to a Subsidiary of Worthington Steel) (collectively, including any such contributions, “Refunding Capital Stock”); and

(ii) the declaration and payment of dividends on the Retired Capital Stock solely out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of Worthington Steel) of Refunding Capital Stock;

(d) so long as no Cash Dominion Trigger Event has occurred and is continuing and so long as no Event of Default is continuing immediately before or after the making of such payment, a payment for the repurchase, retirement or other acquisition for value of Equity Interests of Worthington Steel or any direct or indirect parent of Worthington Steel held by any future, present or former employee, director, officer or consultant of any Loan Party or any Subsidiary or any direct or indirect parent of Worthington Steel pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate payments made under this clause (d) do not exceed in any fiscal year an amount equal to (x) $10,000,000 plus (y) the value of any shares surrendered by any such employee, director, officer or consultant, or otherwise withheld by Worthington Steel, in connection with any tax obligation of such employee, director, officer or consultant (or the payment thereof by any Loan Party or any Subsidiary) in an amount not to exceed $4,000,000, with unused amounts in any calendar year being permitted to be carried over to the next succeeding calendar year; provided further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(i) the cash proceeds received by any Loan Party or any Subsidiary from the sale of Equity Interests of Worthington Steel or any direct or indirect parent of Worthington Steel (to the extent contributed to Worthington Steel) to employees, directors, officers or consultants of any Loan Party or any Subsidiary or any direct or indirect parent of Worthington Steel that occurs after the date hereof and during such fiscal year; plus

(ii) the cash proceeds of key man life insurance policies received by Worthington Steel or any direct or indirect parent of Worthington Steel (to the extent contributed to Worthington Steel) or any other Loan Party or Subsidiary after the date hereof and during such fiscal year;

(e) the distribution, as a dividend or otherwise, of share of Equity Interests of any Loan Party or any Subsidiary;

(f) repurchases of Equity Interests that occur or are deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

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(g) distribution or dividend payments to allow the payment in cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any Person;

(h) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of any Loan Party that is otherwise permitted hereunder;

(i) so long as, at the time such distribution or dividend is made, no Event of Default has occurred and is continuing and no Cash Dominion Period has occurred and is continuing, any other distributions or dividends that, when taken together with all other dividends or distributions made pursuant to this clause (i) do not exceed (x) $30,000,000 during the term of this Agreement and (y) $7,500,000 during any fiscal quarter;

(j) the Steel Spin-Off Distribution; and

(k) if the Payment Conditions have been met, Loan Parties shall be permitted to make such dividends or distributions to any Person.

7.8. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

7.9. Nature of Business. Substantially change the nature of the business in which it is presently engaged immediately after giving effect to the Steel Spin-Off Transactions and all businesses reasonably related thereto or representing a reasonable expansion thereof.

7.10. Transactions with Affiliates. Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate (other than Loan Parties and Subsidiaries of Loan Parties), in an aggregate amount greater than $5,000,000 in any fiscal year, except (A) as set forth on Schedule 7.10, (B) transactions entered into in the ordinary course of business on an arm’s length basis on terms no less favorable than term which would have been obtainable from a Person other than an Affiliate, (C) the payment of reasonable and customary fees and reimbursement of out-of-pocket expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of any Loan Party or any Affiliate, (D) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the governing body of such Loan Party in good faith, (E) the issuance of Equity Interests of Worthington Steel to any Person, (F) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to Loan Parties in the reasonable determination of Worthington Steel, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (G) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, management equity plans, stock option and stock ownership plans or similar employee benefit plans approved by Loan Parties in good faith, (H) any contribution to the capital of Worthington Steel, (I) transactions otherwise permitted by this Agreement, (J) transactions between any Loan Party and

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any director or parent of Worthington Steel, provided that such director or parent abstains from voting on any such applicable matter, (K) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business and not for the purpose of circumventing any covenant set forth in this Agreement, (L) any employment agreements entered into by any Loan Parties and their respective officers and employees in the ordinary course of business or consistent with past practices, (M) transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of Worthington Steel and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Agreement and otherwise not restricted by this Agreement and (N) advances for commissions, travel and similar purposes in the ordinary course of business or consistent with past practices to directors, officers and employees; provided, however, the foregoing shall not apply to any Steel Spin-Off Transaction.

7.11. Prepayment of Junior Indebtedness. Prepay or repurchase, redeem, retire or otherwise acquire the principal of (a) any unsecured Indebtedness of any Loan Party (other than Indebtedness permitted under clause (g) of the definition of Permitted Indebtedness) or (b) any Indebtedness (other than Indebtedness permitted under clause (g) of the definition of Permitted Indebtedness) that by its terms is subordinated in right of payment or Lien priority to the Obligations, unless, in each case, the Payment Conditions are satisfied.

7.12. [Reserved].

7.13. Fiscal Year and Accounting Changes. Without giving Agent 30 days’ prior written notice (or such shorter time as Agent may agree in its Permitted Discretion), change its fiscal year from May 31 or make any (i) significant change in accounting treatment and reporting practices except as required by GAAP or (ii) change in annual accounting method for income tax purposes except as required by Law.

7.14. Worthington Receivables Company. Permit or cause Worthington Receivables Company to (i) engage in any business or other commercial activities, (ii) own any assets or property, (iii) become liable with respect to any Indebtedness, or (iv) grant any Liens over any of its assets or property, in any such case, other than the maintenance of its corporate existence, and activities and contractual rights incidental thereto.

7.15. Amendment of Organizational Documents. (i) Change its legal name, (ii) change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), (iii) change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction (including any additional Canadian provinces or territories), or (iv) amend, modify or waive any material term or material provision of its Organizational Documents in a manner materially adverse to the interest of Lenders unless required by Law, in any such case, without (x) giving at least (5) days prior written notice of such intended change to Agent, (y) cooperating with Agent such that Agent may take all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Loan Party and (z) in any case under clause (iv) (other than if required by Law), having received the prior written consent of Agent to such amendment, modification or waiver; provided that the foregoing shall not apply to any Steel Spin-Off Transaction.

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7.16. Compliance with ERISA; Canadian Pension Plans.

(a) (i) (x) Maintain, or permit any member of the Controlled Group to maintain, or (y) become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Pension Benefit Plan, other than those Plans disclosed on Schedule 5.8(d), without the prior written consent of the Agent, unless pursuant to a Permitted Acquisition, (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in Section 406 of ERISA or Section 4975 of the Code which is not correctable under EPCRS or VFCP and would not reasonably be expected to result in a Material Adverse Change, (iii) terminate, or permit any member of the Controlled Group to terminate, any Pension Benefit Plan where such event would result in any liability of any Loan Party or any member of the Controlled Group or the imposition of a lien on the property of any Loan Party or any member of the Controlled Group pursuant to Section 4068 of ERISA, (iv) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan; (v) fail promptly to notify Agent of the occurrence of any Termination Event, (vi) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan, (vii) fail to meet, permit any member of the Controlled Group to fail to meet, or permit any Plan to fail to meet all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances, or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect of any Plan, or (viii) cause, or permit any member of the Controlled Group to cause, a representation or warranty in Section 5.8(d) to cease to be true and correct.

(b) (i) (x) Maintain, or permit any Subsidiary thereof to maintain, or (y) become obligated to contribute, or permit any Subsidiary thereof to become obligated to contribute, to any Canadian Defined Benefit Pension Plan without the prior written consent of the Agent, unless pursuant to a Permitted Acquisition, (ii) fail to comply, or permit a Subsidiary thereof to fail to comply, with and perform in all material respects all of its obligations under and in respect of the requirements of the Canadian Pension Plans and Canadian Multi-Employer Pension Plans, and pay or remit in a timely fashion in accordance with the terms of any funding agreements and all applicable laws all employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan and Canadian Multi-Employer Pension Plan, in each case where doing so would reasonably be expected to result in a Material Adverse Change.

7.17. [Reserved].

7.18. Anti-Corruption Laws. Do or allow its Subsidiaries to, directly or indirectly, use the Advances or any proceeds thereof for any purpose which would breach any Anti-Corruption Laws.

VIII.

CONDITIONS PRECEDENT.

8.1. Conditions to Initial Advances. The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by

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Agent, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

(a) Agent shall have received a certificate of each Loan Party signed by an Authorized Officer, dated the Closing Date stating that Loan Parties are in compliance with each of their representations, warranties, covenants and conditions hereunder and no Event of Default or Default exists and no Material Adverse Change has occurred since the date of the last audited financial statements of Worthington Industries and its Subsidiaries delivered to Agent;

(b) Agent shall have received a certificate dated the Closing Date and signed by an Authorized Officer of each Loan Party, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the Other Documents; (b) the names of the Authorized Officers authorized to sign this Agreement and the Other Documents and their true signatures; and (c) copies of its Organizational Documents as in effect on the Closing Date certified by the appropriate federal, state, provincial or territorial official, as applicable, where such documents are filed in a federal, state, provincial or territorial office, as applicable, and with respect to Mexican Guarantors, certified by a Mexican notary public, together with certificates from the appropriate federal state, provincial, territorial or other jurisdictional officials as to the continued existence and good standing or similar certifications of each Loan Party in each federal, state, provincial or territorial, as applicable, where organized or qualified to do business;

(c) Agent shall have received good standing certificates, or similar certifications, for each Loan Party dated not more than 30 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Loan Party’s jurisdiction (except for Mexico with respect to Mexican Guarantors, where the legal opinion of Mexican counsel to Mexican Guarantors will satisfy this condition) of incorporation or formation, as the case may be;

(d) Agent shall have received this Agreement and each of the Other Documents, including Mexican Law Documents, signed by an Authorized Officer;

(e) Agent shall have received written opinion(s) of counsel for Loan Parties, dated the Closing Date for the benefit of Agent and each Lender and in form and substance reasonably satisfactory to Agent and its counsel;

(f) Agent shall have received, in form and substance satisfactory to Agent in its Permitted Discretion, (i) evidence that insurance required to be maintained under this Agreement is in full force and effect, and (ii) insurance certificates issued by Loan Parties’ insurance broker containing such information regarding Loan Parties’ casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured and lenders loss payee as provided herein;

(g) Agent shall have received from Borrowers a Borrowing Base Certificate as of October 31, 2023 demonstrating that (1) the aggregate amount of Collateral to be included in the Borrowing Base is sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date, and (2) after giving effect to the initial Advances hereunder and the transactions contemplated by this Agreement (including the Steel Spin-Off and any fees,

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cost, and expenses to be paid therefrom using Advances), Borrowers shall have Undrawn Availability of at least $150,000,000;

(h) Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents;

(i) Agent shall have received a copy of the Projections, the Statements and the Pro Forma Balance Sheet, in each case, in form and substance satisfactory to Agent in its Permitted Discretion;

(j) Lien searches for each Loan Party in acceptable scope and with results acceptable to Agent in its Permitted Discretion;

(k) Agent shall have received evidence satisfactory to Agent in its Permitted Discretion that all necessary termination statements, satisfaction documents and any other applicable releases in connection with any existing Indebtedness and all other Liens with respect to Loan Parties that are not Permitted Encumbrances have been filed or arrangements satisfactory to Agent in its Permitted Discretion have been made for such filing;

(l) Agent shall have received evidence satisfactory to Agent in its Permitted Discretion that Loan Parties, taken as a whole, after giving effect to the transactions contemplated by this Agreement, will be solvent;

(m) Agent shall have received evidence satisfactory to Agent in its Permitted Discretion that (i) no litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Loan Party which would constitute a Material Adverse Change; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its business or inconsistent with the due consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Body which would constitute a Material Adverse Change;

(n) Agent and each Lender shall have received, in form and substance reasonably acceptable to Agent, such documentation and information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and CAML;

(o) Agent shall have completed a Collateral examination and received an Inventory appraisal (and, if the Eligible Equipment Option Exercise occurs as of the Closing Date, an Equipment appraisal), the results of which shall be satisfactory in form and substance to Lenders, each in its Permitted Discretion;

(p) Agent shall have received all fees due and payable to Agent and Lenders on or prior to the Closing Date hereunder, including pursuant to Article III hereof;

(q) Since May 31, 2023 there shall not have occurred any event, condition or state of facts which would reasonably be expected to result in a Material Adverse Change;

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(r) Agent shall be reasonably satisfied in its Permitted Discretion that each Loan Party is in compliance with all pertinent federal, state, provincial, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, Environmental Laws, ERISA and the Anti-Terrorism Laws;

(s) Agent shall have received and reviewed all Material Contracts of Loan Parties reasonably requested by Agent, and such contracts and agreements shall be satisfactory to Agent in its Permitted Discretion;

(t) Agent shall have received and reviewed all business and legal due diligence with respect to the Steel Spin-Off reasonably requested by Agent in its Permitted Discretion, and all legal documentation for the Steel Spin-Off reasonably requested by Agent in its Permitted Discretion; and

(u) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to Agent and its counsel.

8.2. Conditions to Each Advance. The agreement of Lenders to make any Advance requested to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to this Agreement and the Other Documents to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or the Other Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date);

(b) No Default. No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; and

(c) Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement.

Each request for an Advance by any Loan Party hereunder shall constitute a representation and warranty by each Loan Party as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX.	INFORMATION AS TO LOAN PARTIES.

Each Loan Party shall, or shall cause Borrowing Agent on its behalf to, until the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof):

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9.1. Disclosure of Material Matters. Promptly upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectability of any portion of the Collateral, including any Loan Party’s reclamation or repossession of, or the return to any Loan Party of, a material amount of goods or claims or material disputes asserted by any Customer or other obligor.

9.2. Schedules. Deliver to Agent (a) concurrently with the delivery of each Borrowing Base Certificate required pursuant to Section 9.9 hereof, supporting documentation, supplemental reporting and such other information as Agent shall request in its Permitted Discretion; and (b) on a weekly basis, commencing on the Thursday following a Cash Dominion Trigger Event and on each Thursday thereafter until a Cash Dominion Trigger Satisfaction Event occurs, (x) a sales report, including sales journals and credit listings, and (y) cash receipts journal. In addition, each Loan Party will deliver to Agent at such intervals as Agent may require in its Permitted Discretion and upon Agent’s request: (i) confirmatory assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require in its Permitted Discretion including trial balances and test verifications. Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable in its Permitted Discretion. The items to be provided under this Section are to be in form satisfactory to Agent in its Permitted Discretion and executed by each Loan Party and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral. Unless otherwise agreed to by Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific method of Approved Electronic Communication designated by Agent.

9.3. Environmental Reports. In the event any Loan Party obtains, gives or receives notice of any release or threat of release of a reportable quantity of any Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”) or receives any notice of violation, request for information or notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or any Loan Party’s interest therein or the operations or the business (any of the foregoing is referred to herein as an “Environmental Complaint”) from any Person, including any Governmental Body, in each case where the facts underlying such occurrence described in the preceding clause would reasonably be expected to result in a Material Adverse Change, then Borrowing Agent shall, within five (5) Business Days, give written notice of same to Agent detailing facts and circumstances of which any Loan Party is aware giving rise to the Hazardous Discharge or Environmental Complaint. Such information is to be provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

9.4. Litigation. Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting any Loan Party, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case

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materially affects the Collateral or which would reasonably be expected to result in a Material Adverse Change.

9.5. Material Occurrences. Promptly notify Agent in writing upon the occurrence of any of the following of which any Borrower has knowledge: (a) any Event of Default or Default, (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (d) an “Event of Default” (howsoever defined therein) by any Loan Party which could result in the acceleration of the maturity of any Material Indebtedness; and (e) any other development in the business or affairs of any Loan Party, which would reasonably be expected to result in a Material Adverse Change; in each case describing the nature thereof and the action Loan Parties propose to take with respect thereto.

9.6. [Reserved].

9.7. Annual Financial Statements. Furnish Agent and Lenders within 120 days after the end of each fiscal year of Worthington Steel and its Subsidiaries, financial statements of Worthington Steel and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm of nationally recognized standing selected by Worthington Steel and satisfactory to Agent in its Permitted Discretion. In addition, the reports shall be accompanied by a Compliance Certificate from an Authorized Officer of Worthington Steel which shall include, among other things, reasonably detailed calculations of the Fixed Charge Coverage Ratio as of the end of each fiscal quarter (regardless of whether a Covenant Trigger Event has occurred and is continuing), in each case for the four (4) consecutive fiscal quarters then ending.

9.8. Quarterly Financial Statements.

(a) Furnish Agent and Lenders within forty-five (45) days after the end of each fiscal quarter, an unaudited balance sheet of Worthington Steel and its Subsidiaries and unaudited statements of income, retained earnings and stockholders’ equity and cash flow of Worthington Steel and its Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Loan Parties’ business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The reports shall be accompanied by a Compliance Certificate from an Authorized Officer of Worthington Steel which shall include, among other things, reasonably detailed calculations of the Fixed Charge Coverage

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Ratio as of the end of each fiscal quarter (regardless of whether a Covenant Trigger Event has occurred and is continuing), in each case for the four (4) consecutive fiscal quarters then ending.

Information required to be delivered pursuant to Sections 9.7 and 9.8 above, shall be deemed to have been delivered to Agent and each Lender on the date on which such information is available on the website of the SEC at http://www.sec.gov without charge (to the extent such information has been posted or is available as described in such notice).

9.9. Borrowing Base Certificates. Furnish Agent and Lenders within 20 days after the end of each fiscal quarter as and for the prior fiscal quarter a Borrowing Base Certificate in form and substance satisfactory to Agent in its Permitted Discretion (which shall be calculated as of the last day of the prior fiscal quarter). If a Monthly Borrowing Base Trigger Event occurs and a Weekly Borrowing Base Trigger Event has not otherwise occurred and is continuing, (i) within seven (7) Business Days of such applicable Monthly Borrowing Base Trigger Event occurs, a Borrowing Base Certificate shall be furnished to the Agent and the Lenders based on the most recent calendar month, and (ii) thereafter, within 20 days after each calendar month until such time as a Monthly Borrowing Base Trigger Satisfaction Event occurs, a Borrowing Base Certificate shall be furnished to Agent and Lenders based on the most recently ended calendar month. If a Weekly Borrowing Base Trigger Event occurs, on Thursday of each week (or, if such day is not a Business Day, the next succeeding Business Day) until such time as a Weekly Borrowing Base Trigger Satisfaction Event occurs, a Borrowing Base Certificate shall be furnished to Agent and Lenders based on the most recently ended week.

9.10. SEC Reports; Shareholder Communications. Furnish Agent promptly as soon as available, reports including Form 8-K, registration statements and prospectuses and other shareholder communications, filed by Worthington Steel with the SEC and not posted to the EDGAR website.

9.11. Additional Information. (i) Furnish Agent and Lenders such information and documentation as may reasonably be requested by Agent or any Lender from time to time for purposes of compliance by Agent or such Lender with applicable laws (including without limitation the USA PATRIOT Act, CAML and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Agent or such Lender to comply therewith; (ii) furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Other Documents have been complied with by Loan Parties party thereto including, (a) at least twenty (20) days prior thereto, notice of any Loan Party’s opening of any new office or place of business or any Loan Party’s closing of any existing office or place of business where Collateral is located, (b) except as previously disclosed to Agent, promptly upon any Loan Party’s learning thereof, notice of any labor dispute to which any Loan Party may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Loan Party is a party or by which any Loan Party is bound where such events would reasonably be expected to result in a Material Adverse Change, and (c) promptly upon any Loan Party’s learning thereof, notice of any Designated Customer’s failure to maintain a rating of either “Baa3” or higher from Moody’s, “BBB-” or higher from Standard & Poor’s, or “BBB-” or higher from Fitch; and (iii) furnish Agent any reports

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including management letters submitted to any Loan Party by independent accountants in connection with any annual or interim audit of financial statements.

9.12. Projected Operating Budget. Furnish Agent and Lenders, no later than July 1^st of each year a month by month projected operating budget and cash flow of Worthington Steel on a consolidated basis for such fiscal year (including an income statement for each month, a balance sheet as at the end of each month and a projected Borrowing Base as at the end of each month), such projections to be accompanied by a certificate signed by an Authorized Officer of Worthington Steel to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared (it being understood that such projections are and will be subject to significant uncertainties and contingencies, many of which are beyond Loan Parties’ control, and that no assurance can be given that the projections will be realized).

9.13. [Reserved].

9.14. Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of (i) any lapse or other termination of any material Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party’s business, and (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent.

9.15. ERISA Notices and Requests. Furnish Agent with immediate written notice in the event that (i) any Loan Party or Subsidiary thereof or any member of the Controlled Group knows or has reason to know that a Termination Event or a Canadian Pension Event has occurred (excluding any Termination Event or a Canadian Pension Event that results from an administrative error that is corrected in a timely manner upon discovery and would not reasonably be expected to result in a Loan Party or any Subsidiary thereof incurring any material liability), together with a written statement describing such Termination Event or Canadian Pension Event and the action, if any, which such Loan Party or Subsidiary thereof or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC, or comparable Governmental Body under Canadian federal or provincial jurisdiction as applicable (“Canadian Pension Regulator”), with respect thereto, (ii) except for actions or omissions correctable under EPCRS or VFCP and which would not reasonably be expected to result in a Material Adverse Change, any Loan Party or any member of the Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Loan Party or Subsidiary thereof or any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan or Pension Benefit Plan together with all communications received by any Loan Party or Subsidiary thereof or any member of the Controlled Group with respect to such request, (iv) the establishment of any new Plan or Canadian Defined Benefit Pension Plan, or the commencement of contributions to any Plan or Canadian Defined Benefit Pension Plan to which any Loan Party or Subsidiary thereof or any member of the Controlled Group was not previously contributing shall occur, (v) any Loan Party or any Subsidiary thereof or any member of the Controlled Group shall receive from the PBGC or Canadian Pension Regulator, as applicable, a notice of intention to terminate a

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Plan or Canadian Pension Plan or to have a trustee appointed to administer a Plan or Canadian Pension Plan, together with copies of each such notice, (vi) any Loan Party or any member of the Controlled Group shall receive an unfavorable determination letter or any other notice from the Internal Revenue Service revoking the qualified status of any Plan that is intended to be qualified under Section 401(a) of the Code, together with copies of each such letter or notice; (vii) any Loan Party or Subsidiary thereof or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability with respect to a Plan or a Canadian Multi-Employer Pension Plan, together with copies of each such notice; (viii) any Loan Party or Subsidiary thereof or any member of the Controlled Group shall fail to make a required installment or any other required payment under the Code or ERISA, or any equivalent Applicable Law in Canada, as applicable, to any Plan or Canadian Pension Plan on or before the due date for such installment or payment unless resulting from an error that is promptly corrected upon discovery and would not reasonably be expected to result in any Loan Party or Subsidiary thereof incurring any material liability; or (ix) any Loan Party or Subsidiary thereof or any member of the Controlled Group knows that (a) a Multiemployer Plan or Canadian Multi-Employer Pension Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan or Canadian Multi-Employer Pension Plan intends to terminate a Multiemployer Plan or a Canadian Multi-Employer Pension Plan, as applicable, (c) the PBGC or Canadian Pension Regulator, as applicable, has instituted or will institute proceedings under Section 4042 of ERISA, or equivalent Applicable Law in Canada, as applicable, to terminate a Multiemployer Plan or Canadian Multi-Employer Pension Plan or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section 305 of ERISA, in each case where a Loan Party or Subsidiary thereto or any member of the Controlled Group could reasonably be expected to incur any material liability. With respect to each Canadian Defined Benefit Pension Plan, furnish Agent with (a) promptly after the preparation thereof, the most recent actuarial report (including applicable schedules thereto) filed with any applicable Governmental Body; (b) an update to an actuarial valuation report referred to in paragraph (a), prepared as at the end of the month requested by the Agent, which provides a reasonable best estimate of the funded position of the Canadian Defined Benefit Pension Plan on the valuation date, provided that any such request shall not be made by the Agent more than once per calendar year.

9.16. Additional Documents. Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

9.17. Updates to Certain Schedules. Promptly deliver to Agent updates to the Schedules to this Agreement as shall be required to maintain the related representations and warranties as true and correct. Any such updated Schedules delivered by Loan Parties to Agent in accordance with this Section 9.17 shall automatically and immediately be deemed to amend and restate the prior version of such Schedule previously delivered to Agent and attached to and made part of this Agreement.

X.	EVENTS OF DEFAULT.

The occurrence of any one or more of the following events shall constitute an “Event of Default”:

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10.1. Nonpayment. Failure by any Borrower to pay: (a) any principal on any Advances (including without limitation pursuant to Section 2.9) when due and payable, or (b) any interest on the Advances or any other fee, charge, amount or liability provided for herein or in any Other Document within three (3) Business Days of the same becoming due and payable.

10.2. Breach of Representation. Any representation or warranty made or deemed made by any Loan Party in this Agreement or any Other Document, or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith, shall prove to have been incorrect or misleading in any material respect on the date when made or deemed to have been made;

10.3. Financial Information. Failure by any Loan Party to (i) furnish financial information required to be provided under Section 9.7 and/or Section 9.8, as applicable, hereof when due hereunder, or (ii) permit the inspection of its books or records or access to its premises for audits and appraisals in accordance with the terms hereof;

10.4. [Reserved].

10.5. Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii), (i) failure or neglect of Loan Party to perform, keep or observe any term, provision, condition, covenant contained in Sections 6.5 (solely as to the legal existence of Borrowers), 4.6, 4.7, 4.8, 6.8, 6.9, 6.10, 6.11(b), 6.15, 6.18, 6.20(b), 9.2, 9.5(a), 9.9, or Article VII herein, (ii) failure or neglect of Loan Party to perform, keep or observe any term, provision, condition, covenant contained in Sections 6.11, 6.13 or 9.4 herein which is not cured within ten (10) days from the occurrence of such failure or neglect or (iii) failure or neglect of Loan Party to perform, keep or observe any other term, provision, condition, covenant contained in this Agreement or the Other Documents which is not cured within thirty (30) days after the earlier to occur of (a) Agent’s (given at the request of any Lender) notifying an Authorized Officer of Borrowing Agent of such default, or (b) the obtaining of knowledge of such default by any Authorized Officer of any Loan Party.

10.6. Judgments. Any (a) judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any and/or all Borrowers or Guarantors in excess of available insurance for an aggregate amount in excess of $78,000,000 and (b)(i) action shall be legally taken by any judgment creditor to levy upon assets or properties of any Borrower or any Guarantor to enforce any such judgment or (ii) such judgment shall remain undischarged for a period of forty-five (45) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect, provided, however, that any such judgment or order shall not give rise to an Event of Default under this Section 10.6 if and so long as (A) the amount of such judgment or order which remains unsatisfied is covered by a valid and binding policy of insurance between the respective Loan Party and a third-party insurer covering full payment of such unsatisfied amount and (B) such insurer has been notified, and has not disputed the claim made for payment, of the amount of such judgment or order;

10.7. Bankruptcy. Any Loan Party shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, interim receiver, receiver and manager, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease

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operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state, provincial, territorial or federal bankruptcy or receivership laws (as now or hereafter in effect) including, without limitation, any corporate law permitting a debtor to obtain an arrangement of any debts of the debtor or a stay or compromise of the claims of creditors, (v) be adjudicated a bankrupt or insolvent (including by entry of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within sixty (60) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

10.8. [Reserved].

10.9. Lien Priority. Any Lien created hereunder or provided for hereby or under any related agreement for any reason (other than resulting from the gross negligence or willful misconduct of Agent) ceases to be or is not a valid and perfected Lien having a first priority interest (subject only to Permitted Encumbrances);

10.10. [Reserved].

10.11. Cross Default. Any specified “event of default” (after giving effect to any applicable grace periods, cure rights or waivers) under any Indebtedness (other than the Obligations) of any Loan Party with a then-outstanding principal balance (or, in the case of any Indebtedness not so denominated, with a then-outstanding total obligation amount) of $78,000,000 or more (“Material Indebtedness”), or any other event or circumstance which would permit the holder of any such Material Indebtedness of any Loan Party to accelerate such Material Indebtedness (and/or the obligations of Loan Party thereunder) prior to the scheduled maturity or termination thereof, shall occur (regardless of whether the holder of such Material Indebtedness shall actually accelerate, terminate or otherwise exercise any rights or remedies with respect to such Material Indebtedness);

10.12. Breach of Guaranty. Other than as released by Agent or pursuant to a transaction permitted by Section 7.1 herein, termination or breach of any Guaranty or similar agreement executed and delivered to Agent in connection with the Obligations of any Borrower, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or similar agreement;

10.13. Change of Control. Any Change of Control shall occur;

10.14. Invalidity. Any material provision of this Agreement or any Other Document shall, for any reason (other than as a result of the gross negligence or willful misconduct of Agent), cease to be valid and binding on any Loan Party, or any Loan Party shall so claim in writing to Agent or any Lender or any Loan Party challenges in writing the validity of or its liability under this Agreement or any Other Document;

10.15. Seizures. There shall occur any material uninsured damage (for the avoidance of doubt, for purposes hereof, any loss insured by self-insurance or subject to a deductible or

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combination of deductibles not in excess of $5,000,000 with respect to any otherwise insured occurrence shall not constitute uninsured damage) to or loss, theft or destruction of any Collateral with a book value (determined in accordance with GAAP) in excess of $20,000,000 in the aggregate, as to which Loan Parties do not repair, restore or replace the damaged or destroyed property within 180 days after the occurrence of such damaged or destruction, or any of Loan Parties’ assets with a book value (determined in accordance with GAAP) in excess of $20,000,000 in the aggregate are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, manager, receiver and manager, trustee, custodian or assignee for the benefit of creditors and the same is not cured within forty-five (45) days thereafter.

10.16. [Reserved].

10.17. Pension Plans. An event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan, Canadian Pension Plan or Canadian Multi-Employer Pension Plan and, as a result of such event or condition, together with all other such events or conditions, any Loan Party or any Subsidiary thereof any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan, Canadian Pension Plan or Canadian Multi-Employer Pension Plan or the PBGC or Canadian Pension Regulator, as applicable (or both) which, in the reasonable judgment of Agent, would result in a Material Adverse Change; or the occurrence of any Termination Event or Canadian Pension Event, or any Loan Party’s or Subsidiary’s failure to immediately report a Termination Event or Canadian Pension Event in accordance with Section 9.15 hereof, which, in the reasonable judgment of Agent, would result in a Material Adverse Change.

XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.

11.1. Rights and Remedies. Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7, all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated, and (ii) any of the other Events of Default and at any time thereafter, at the option of Agent or at the direction of Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances. Upon the occurrence and during the continuance of any Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Upon the occurrence and during the continuance of any Event of Default, Agent may enter any of any Loan Party’s premises or other premises without legal process and without incurring liability to any Loan Party therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Loan Parties to make the Collateral available to Agent at a convenient place. Upon the occurrence and during the continuance of any Event of Default, with or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or

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threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Loan Parties reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Loan Party. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Loan Party’s (a) Intellectual Property which is necessary in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Secured Obligations in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Secured Obligations as they are converted into cash. If any deficiency in the Obligations shall arise after application thereof, Loan Parties shall remain liable to Agent and Lenders therefor.

11.2. Agent’s Discretion. Subject to the express terms of this Agreement and the Other Documents, Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures, timing and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what order, thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against Loan Parties or each other.

11.3. Setoff. Subject to Section 14.13, in addition to any other rights which Agent or any Lender may have under Applicable Law, upon the occurrence and during the continuance of an Event of Default hereunder, Agent and such Lender shall have a right, immediately and without notice of any kind, to apply any deposits held by Agent and such Lender or any of their Affiliates to reduce the Obligations and to exercise any and all rights of setoff which may be available to Agent and such Lender with respect to any deposits held by Agent or such Lender or any of their Affiliates provided that the foregoing authorization shall not entitle any Lender to apply any deposits to the extent that such deposit constitutes an Excluded Account set forth in subsections (a) or (c)(1) of the definition thereof.

11.4. Rights and Remedies not Exclusive. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5. Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the Secured Obligations, or in respect of the Collateral shall be paid over or delivered as follows:

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FIRST, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses, Out-of-Formula Loans, Protective Advances and other amounts, including attorney fees payable to Agent in its capacity as such, Issuer in its capacity as such and PNC in its capacity as a lender of Swing Loans, ratably among Agent, Issuer and PNC (as the lender of Swing Loans) in proportion to the respective amounts described in this clause First payable to them;

SECOND, to the payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to Lenders under this Agreement and the Other Documents, including attorney fees, ratably among Lenders in proportion to the respective amounts described in this clause Second payable to them;

THIRD, to the payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Advances and Reimbursement Obligations, ratably among Lenders and Issuer in proportion to the respective amounts described in this clause Third payable to them;

FOURTH, to the payment of that portion of the Secured Obligations constituting (i) unpaid principal of the Advances, (ii) Reimbursement Obligations and obligations to cash collateralize Letters of Credit in accordance with Section 3.2(b) hereof, and (iii) obligations then owing (up to an aggregate amount not to exceed the Hedge/Bank Product Reserve) under Lender Provided Interest Rate Hedges, Lender Provided Foreign Currency Hedges, Lender Provided Commodity Hedges, Non-Lender Commodity Hedges, and Other Lender Provided Financial Service Products, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth payable to them;

FIFTH, to payment of all other Secured Obligations that have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and

LAST, the balance, if any, to Loan Parties or as required by Law.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each Secured Party (so long as it is not a Defaulting Lender) shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Advances, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities held by such Secured Party bears to the aggregate then outstanding Advances, Hedge Liabilities and any Other Lender Provided Financial Service Product Liabilities) of amounts available to be applied pursuant to this Section 11.5; and (iii) notwithstanding anything to the contrary in this Section 11.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty (including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 11.5.

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XII.	WAIVERS AND JUDICIAL PROCEEDINGS.

12.1. Waiver of Notice. Each Loan Party hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2. Delay. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.

12.3. Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII.

EFFECTIVE DATE AND TERMINATION.

13.1. Term. This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until November 30, 2028 (the “Term”) unless sooner terminated as herein provided. Loan Parties may terminate this Agreement at any time upon five Business Day’s prior written notice to Agent upon (i) the payment in full in cash of all outstanding Revolving Advances, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the Cash Collateralization (or, at the discretion of Agent, a back-up standby letter of credit satisfactory to Agent and Issuer)) of all outstanding Letters of Credit, (iii) the payment in full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon.

13.2. Termination. The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect,

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notwithstanding the termination of this Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until the Payment in Full of the Obligations. Accordingly, each Loan Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Loan Party, or to file them with any filing office, until Payment in Full of the Obligations. Upon the Payment in Full of the Obligations, Agent shall, at the sole expense of Loan Parties, promptly but in any event within thirty (30) days of such occurrence, take such action as is reasonably necessary to file UCC-3 termination statements or other termination documents, as applicable, with respect to filings made by or on behalf of Agent hereunder and, in the event Agent shall not have taken such action as required hereunder, each Loan Party shall be authorized by Agent (for itself and on behalf of Lenders) to file such UCC-3 termination statements or such other termination documents with respect to such filings.

XIV.	REGARDING AGENT.

14.1. Appointment. Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral pursuant to this Agreement, payments of principal and interest, fees (except the fees set forth in Sections 2.8(b) and 3.3 and the Fee Letter) charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement or the Other Documents (including collection of the Notes) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Required Lenders, and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which, in Agent’s discretion, exposes Agent to liability or which is contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

14.2. Nature of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of any Loan Party to perform its obligations hereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the

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agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of any Loan Party. The duties of Agent as respects the Advances to Loan Parties shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the transactions described herein except as expressly set forth herein.

14.3. Lack of Reliance on Agent. Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of each Borrower and each Guarantor in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by any Loan Party pursuant to the terms hereof. Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Other Document, or of the financial condition of any Loan Party, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes, the Other Documents or the financial condition or prospects of any Loan Party, or the existence of any Event of Default or any Default.

14.4. Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Agent reasonably satisfactory to Loan Parties (provided that no such approval by Loan Parties shall be required after the occurrence and during the continuance of any Event of Default arising under Section 10.1 or 10.7). Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Secured Obligations created hereunder or any Other Document (including all Blocked Account Agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from

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taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

14.5. Certain Rights of Agent. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of Required Lenders. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in this Agreement) or in the absence of its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.

14.6. Reliance. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

14.7. Notice of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrowing Agent referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

14.8. Indemnification. To the extent Agent is not reimbursed and indemnified by Loan Parties, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations,

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losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

14.9. Agent in its Individual Capacity. With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with any Loan Party as if it were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

14.10. Delivery of Documents. To the extent Agent receives financial statements required under Sections 9.7, 9.8 and 9.12 or Borrowing Base Certificates from any Loan Party pursuant to the terms of this Agreement which any Loan Party is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.

14.11. Loan Parties’ Undertaking to Agent. Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Loan Party hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Loan Party’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

14.12. No Reliance on Agent’s Customer Identification Program. Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any Loan Party, any Loan Party’s Affiliates or agents, the Other Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.

14.13. Other Agreements. Each Lender agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the Obligations, any amounts owing by such Lender to any Loan Party or any deposit accounts of any Loan Party now or hereafter maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each Lender further agrees that it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required Lenders.

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14.14. Erroneous Payments.

(a) If the Agent notifies a Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party (any such Lender, Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and held in trust for the benefit of the Agent, and such Lender, Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice from the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, Issuer or Secured Party hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in an amount different than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such, prepayment or repayment (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) In the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 14.14(b).

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(c) Each Lender, Issuer or Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuer or Secured Party under this Agreement, the Notes, any Guaranty, and any and all other guaranties, pledges or other similar agreements heretofore, now or hereafter executed, or otherwise payable or distributable by the Agent to such Lender, Issuer or Secured Party under this Agreement, the Notes, any Guaranty, and any and all other guaranties, pledges or other similar agreements heretofore, now or hereafter executed, against any amount due to the Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender or Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuer at any time, (i) such Lender or Issuer shall be deemed to have assigned its loans (but not its commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the loans (but not commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an assignment and assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuer shall deliver any Notes evidencing such loans to the Borrower or the Agent, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuer shall cease to be a Lender or Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable commitments which shall survive as to such assigning Lender or assigning Issuer and (iv) the Agent may reflect in the Register its ownership interest in the loans subject to the Erroneous Payment Deficiency Assignment. The Agent may, in its discretion, sell any loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuer shall be reduced by the net proceeds of the sale of such loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender or Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the commitments of any Lender or Issuer and such commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold a loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuer or Secured Party under the Other Documents with respect to such Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

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(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations under this Section 14.14 shall survive the resignation or replacement of the Agent, the termination of all of the Revolving Commitments and/or repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Other Document.

14.15. Non-Lender Commodity Hedge Providers. Except as otherwise expressly set forth herein, no Non-Lender Commodity Hedge Provider that obtains the benefits of Article IV, Section 11.05, any Guaranty or any Collateral by virtue of the provisions of this Agreement or of any Guaranty or any Other Document shall have any right to notice of any action or to consent to, vote on, direct or object to any action under this Agreement or under any Other Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral and any amendment to this Agreement or any Other Document). Notwithstanding any other provision of this Agreement to the contrary, Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Non-Lender Commodity Hedges unless such Agent has received written notice of such Non-Lender Commodity Hedges, together with such supporting documentation as such Agent may request, from Borrowers and the applicable Non-Lender Commodity Hedge Provider. The Non-Lender Commodity Hedge Providers hereby authorize Agent to enter into any intercreditor agreement permitted under this Agreement, and any amendment, modification, supplement or joinder with respect thereto, and any such intercreditor agreement is binding upon the Non-Lender Commodity Hedge Providers.

XV.	BORROWING AGENCY.

15.1. Borrowing Agency Provisions.

(a) Each Loan Party hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication) to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name

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such Loan Party or Loan Parties, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Loan Parties and at their request. Neither Agent nor any Lender shall incur liability to Loan Parties as a result thereof. To induce Agent and Lenders to do so and in consideration thereof, each Loan Party hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Loan Parties as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(c) All Obligations shall be joint and several, and each Loan Party shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Loan Party shall in no way be affected by any extensions, renewals and forbearance granted by Agent or any Lender to any Loan Party, failure of Agent or any Lender to give any Loan Party notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Loan Party, the release by Agent or any Lender of any Collateral now or thereafter acquired from any Loan Party, and such agreement by each Loan Party to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the other Loan Parties or any Collateral for such Loan Party’s Obligations or the lack thereof. Each Loan Party waives all suretyship defenses.

15.2. Waiver of Subrogation. Each Loan Party expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Loan Party may now or hereafter have against the other Loan Parties or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Loan Parties’ property (including, without limitation, any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until the Payment in Full of the Obligations.

15.3. Common Enterprise. The successful operation and condition of each Loan Party is dependent on the continued successful performance of the functions of the group of Loan Parties as a whole and the successful operation of each Loan Party is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly or indirectly, from successful operations of each other Loan Party. Each Loan Party expects to derive benefit (and the board of directors or other governing body of each such Loan Party have determined that it may reasonably be expected to derive benefit), directly and indirectly, from the credit extended by Lenders to Loan Parties hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any Other Documents

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to be executed by such Loan Party is within its corporate purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

XVI.	MISCELLANEOUS.

16.1. Governing Law. This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the laws of the State of New York. Any judicial proceeding brought by or against any Borrower with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each party hereto accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each party hereto hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to such party at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s option with respect to any Borrower, by service upon Borrowing Agent which each Borrower irrevocably appoints as such Borrower’s Agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against any Borrower in the courts of any other jurisdiction. Each party hereto waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

16.2. Entire Understanding.

(a) This Agreement and the documents executed concurrently herewith contain the entire understanding between each Loan Party, Agent and each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing, signed by each Loan Party’s, Agent’s and each Lender’s respective officers. Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner except as expressly set forth herein. Notwithstanding the foregoing, Agent and Borrowers may modify this Agreement or any of the Other Documents for the purposes of completing missing content or correcting erroneous content of an administrative nature. Each Loan Party acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

(b) Required Lenders, Agent with the consent in writing of Required Lenders, and Loan Parties may, subject to the provisions of this Section 16.2(b), from time to time enter into written amendments to this Agreement or the Other Documents executed by Loan Parties, for

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the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Loan Parties thereunder or the conditions, provisions or terms thereof or waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such amendment shall:

(i) increase the Revolving Commitment Amount of any Lender without the consent of such Lender;

(ii) whether or not any Advances are outstanding, extend the Term or the time for payment of principal or interest of any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any Lender, without the consent of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind any imposition of the Default Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed by Agent));

(iii) alter the definition of the term Required Lenders or alter, amend or modify this Section 16.2(b) or any other provision hereof relating to the pro rata treatment of Lenders without the consent of all Lenders;

(iv) alter the definition of the term Supermajority Lenders without the consent of all Lenders holding a Revolving Commitment;

(v) alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders;

(vi) release any Collateral during any calendar year (other than in connection with a disposition of such Collateral permitted under Section 7.1 or otherwise in accordance with the provisions of this Agreement) having an aggregate value in excess of Twenty Million and 00/100 Dollars ($20,000,000.00) without consent of all Lenders (other than in connection with a disposition of such Collateral permitted under Section 7.1 or otherwise in accordance with the provisions of this Agreement);

(vii) change the rights and duties of Agent without the consent of all Lenders;

(viii) subject to clause (e) below, permit any Revolving Advance to be made if, after giving effect thereto, the total of Revolving Advances outstanding hereunder would exceed the Borrowing Base for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Borrowing Base without the consent of all Lenders holding a Revolving Commitment;

(ix) increase the Advance Rates above the Advance Rates in effect on the Closing Date or change the definition of Borrowing Base or any of the other definitions used in the calculation of the Borrowing Base in a manner that could increase the availability of any Revolving Advances under Section 2.1 without the consent of the Supermajority Lenders; provided that the use by Agent of its Permitted Discretion to make adjustments to eligibility criteria

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in a manner that decreases the availability of any Revolving Advances under Section 2.1 or to impose or remove Reserves, in each case in accordance with the terms of this Agreement, shall not require the consent of any Lender;

(x) [reserved];

(xi) release any Guarantor or Borrower without the consent of all Lenders except any Guarantor or Borrower, the ownership interests of which are sold or otherwise disposed of or transferred to Persons other than Loan Parties or Subsidiaries of Loan Parties in a transaction permitted under Section 7.1; or

(xii) subordinate, or amend, modify or waive any provision of this Agreement or any Other Document that would have the effect of subordinating, the Obligations or the Liens on the Collateral securing the Obligations hereunder or thereunder to any other Indebtedness or other obligation, in each case, without the written consent of each Lender directly affected thereby.

(c) Any such amendment shall apply equally to each Lender and shall be binding upon Loan Parties, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Loan Parties, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

(d) [Reserved].

(e) Notwithstanding (i) the existence of a Default or an Event of Default, (ii) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, Agent may at its discretion and without the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Borrowing Base at such time by up to ten percent (10%) of the Borrowing Base for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving Commitment Percentages, and such Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate; provided that, (x) if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving Advances in excess of its Revolving Commitment Amount and (y) the Agent’s authorization to make such voluntary Out-of-Formula Loans may be revoked at any time by the Required Lenders and any such revocation must be in writing and shall become effective prospectively upon Agent’s receipt thereof. For purposes of this paragraph, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Borrowing Base was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either “Eligible Receivables”, “Eligible Inventory” or “Eligible

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Equipment”, as applicable, becomes ineligible or collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Borrowing Base by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided for in this Section 16.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula Loans so funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

(f) In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 16.2, Agent is hereby authorized by Loan Parties and Lenders, at any time in Agent’s sole discretion, regardless of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason, or (iii) any other contrary provision of this Agreement, to make Revolving Advances (any of the following, “Protective Advances”) to Loan Parties on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Loan Parties pursuant to the terms of this Agreement; provided, that the Protective Advances plus all Out-of-Formula Loans made hereunder shall not exceed ten percent (10%) of the Maximum Revolving Advance Amount in the aggregate and provided further that at any time after giving effect to any such Protective Advances, the outstanding Revolving Advances, Swing Loans, and the Maximum Undrawn Amount of all outstanding Letters of Credit do not exceed the Maximum Revolving Advance Amount. Agent’s authorization to make Protective Advances in accordance with this Section 16.2(f) may be revoked at any time by the Required Lenders and any such revocation must be in writing and shall become effective prospectively upon Agent’s receipt thereof. Lenders holding the Revolving Commitments shall be obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent in accordance with their respective Revolving Commitment Percentages and such Protective Advances shall bear interest at the Default Rate. To the extent any Protective Advances are not actually funded by the other Lenders as provided for in this Section 16.2(f), any such Protective Advances funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.

16.3. Successors and Assigns; Participations; Incremental Lenders.

(a) This Agreement shall be binding upon and inure to the benefit of Loan Parties, Agent, each Lender, all future holders of the Obligations and their respective successors

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and assigns, except that no Loan Party may assign or transfer any of its rights or obligations under this Agreement (including, in each case, by way of an LLC Division) without the prior written consent of Agent and each Lender.

(b) Any Lender may, without the consent of Borrowers, Agent, Issuer or Swing Loan Lender sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Revolving Advances owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) Borrowers, Agent, Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 16.2(b) that requires the consent of any affected Lender that affects such Participant. Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.2(g), 2.2(h), 3.7 and 3.10 (subject to the requirements and limitations therein, including the requirements under Section 3.10(f) and (g) (it being understood that the documentation required under Section 3.10(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (c) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.23 and 3.11 as if it were an assignee under clause (c) of this Section; and (B) shall not be entitled to receive any greater payment under Section 3.7 or 3.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.

Each Lender that sells a participation agrees, at Borrowers’ request and expense, to use reasonable efforts to cooperate with Borrowers to effectuate the provisions of Section 3.11 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.3 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.8(e) and 6.4 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in the Loans or other obligations under this Agreement or any Other Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Revolving Commitments, Revolving Advances, Letters of Credit or its other obligations under any Other Document) to any Person except to the extent that such disclosure is necessary to establish that such Revolving Commitments, Revolving Advances, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose

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name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(c) Any Lender, with (A) the consent of Agent (such consent not to be unreasonably withheld or delayed), and (B) the consent of Borrowers (such consent not to be unreasonably withheld or delayed), provided, that the consent of Borrowers shall (I) be deemed given unless Borrowers object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof and (II) not be required if (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund (each, an “Eligible Assignee”), may sell, assign or transfer all or any part of its rights and obligations under or relating to Revolving Advances under this Agreement and the Other Documents to one or more additional Persons (other than an Ineligible Institution) and one or more additional Persons (other than an Ineligible Institution) may commit to make Advances hereunder (each a “Purchasing Lender”), in minimum amounts of not less than Five Million and 00/100 Dollars ($5,000,000.00), pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Loan Party hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents.

(d) Loan Parties shall, with respect clause (c) above, execute and deliver such further documents and do such further acts and things in order to effectuate the transactions contemplated by clause (c).

(e) Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at its address a copy of each Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement. The Register shall be available for inspection by Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of Three Thousand Five Hundred and 00/100

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Dollars ($3,500.00) payable by the applicable Purchasing Lender upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender.

(f) Each Borrower authorizes each Lender to disclose to any Purchasing Lender and any prospective Purchasing Lender any and all financial information in such Lender’s possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower.

(g) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

16.4. Application of Payments. Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds of Collateral, subject to Section 11.5, to any portion of the Obligations. To the extent that any Loan Party makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Loan Party’s benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

16.5. Indemnity. Each Loan Party shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on, incurred by, or asserted against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: (i) this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the transactions contemplated by this Agreement, (ii) any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of this Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby, (iii) any Borrower’s or any Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, (iv) the enforcement of any of the rights and remedies of Agent, Issuer or any Lender under this Agreement and the Other Documents, (v) any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, and (vi) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality

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or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto, provided, that any such indemnity herein shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, or willful misconduct of such Indemnified Party or (y) arise from any claim, litigation, investigation, arbitration or proceeding (a “Proceeding”) that does not directly or primarily involve an act or omission of Worthington Steel or any of its Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than any Proceeding against any Indemnified Party solely in its capacity or in fulfilling its role as Agent, Swing Loan Lender, Issuer or any similar role hereunder). Without limiting the generality of any of the foregoing, each Loan Party shall defend, protect, indemnify, pay and save harmless each Indemnified Party from any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder (subject to the proviso in the preceding sentence). This Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

16.6. Notice. Any notice or request hereunder may be given to Borrowing Agent or any Loan Party or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 16.6 only, a “Notice”) to be given to or made upon any party hereto under any provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a website to which Loan Parties are directed (an “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 16.6) in accordance with this Section 16.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 16.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 16.6. Any Notice shall be effective:

(a) In the case of hand-delivery, when delivered;

(b) If given by mail, four (4) days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

(d) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

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(e) In the case of electronic transmission, when actually received;

(f) In the case of an Internet Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 16.6; and

(g) If given by any other means (including by overnight courier), when actually received.

Any Lender giving a Notice to Borrowing Agent or any Loan Party shall concurrently send a copy thereof to Agent, and Agent shall promptly notify the other Lenders of its receipt of such Notice.

(A) If to Agent or PNC at:

PNC Bank, National Association

1900 E. 9^th Street

Cleveland, Ohio 44114

Attention: John Wenzinger

Email: john.wenzinger@pnc.com

with a copy to:

PNC Bank, National Association

PNC Agency Services

PNC Firstside Center

500 First Avenue, 4th Floor

Pittsburgh, Pennsylvania 15219

Attention: Lisa Pierce

Telephone: (412) 762-6442

Email: lisa.pierce@pnc.com

with an additional copy to:

Blank Rome LLP

130 North 18^th Street Philadelphia, PA 19103

Attention: Michael Graziano

Telephone: (215) 569-5387

Email: michael.graziano@blankrome.com

(B) If to a Lender other than Agent, as specified on the signature pages hereof

Worthington Steel, Inc.

200 W. Old Wilson Bridge Road

Columbus, Ohio 43085

Attention: Dan Magnussen, Director of Treasury

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Email: dan.magnussen@worthingtonindustries.com

with a copy to:

Worthington Steel, Inc.

200 W. Old Wilson Bridge Road

Columbus, Ohio 43085

Attention: Michaune D. Tillman, General Counsel

Email: Michaune.Tillman@worthingtonindustries.com

with an additional copy to:

Vorys, Sater, Seymour and Pease LLP

52 E. Gay Street

Columbus, Ohio 43215

Attention: Nici Workman

Email: nnworkman@vorys.com

16.7. Survival. All covenants, agreements, representations and warranties made by Borrowers herein and in any Other Document or other documents delivered in connection herewith or therewith or pursuant hereto or thereto shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery hereof and thereof and the making of the Advances hereunder, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuer or any Lender may have had notice or knowledge of any Default at the time of any Advance, and shall continue in full force and effect as long as the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof) has not occurred. The provisions of Sections 2.2(g), 3.7, 3.9, 3.10, 16.5, 16.9, and Article XIV shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby or the Payment in Full of the Obligations (determined without regard to clause (iv) of the definition thereof).

16.8. Severability. If any part of this Agreement 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.

16.9. Expenses. Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel (in each case limited to one primary law firm in the U.S. and one law firm in any other relevant jurisdiction, except in the case of actual or perceived conflicts of interest, in which case, such additional counsel for the affected persons) for Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the Other Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and

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documented out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the fees, charges and disbursements of any counsel (in each case limited to one primary law firm for the Agent in the U.S. and one law firm for the Agent in any other relevant jurisdiction, except in the case of actual or perceived conflicts of interest, in which case, such additional counsel for the affected persons)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit (in each case limited to one primary law firm in the U.S. and one law firm in any other relevant jurisdiction, except in the case of actual or perceived conflicts of interest, in which case, such additional counsel for the affected persons), and (iv) subject to Section 4.6, all reasonable and documented out-of-pocket expenses of Agent periodically to perform audits of the any Loan Party’s or any Loan Party’s Affiliate’s or Subsidiary’s books, records and business properties in accordance with the terms of this Agreement.

16.10. Injunctive Relief. Each Loan Party recognizes that, in the event any Loan Party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefor, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

16.11. Consequential Damages. Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to any Loan Party (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result of any transaction contemplated under this Agreement or any Other Document.

16.12. Captions. The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

16.13. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all 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.

16.14. Construction. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

16.15. Confidentiality; Sharing Information. Agent and each Lender shall hold all non-public information obtained by Agent or such Lender pursuant to the requirements of this Agreement in accordance with Agent’s and such Lender’s customary procedures for handling confidential information of this nature; provided, however, Agent and each Lender may disclose

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such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or, subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section, to any prospective Purchasing Lender, (c) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any of the Other Documents, (d) as required or requested by any Governmental Body or representative thereof or pursuant to legal process, and (e) on a confidential basis to (i) any rating agency in connection with rating the Borrowers or their Subsidiaries or this Agreement or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Revolving Facility; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, and each Lender shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of Agent or a Lender by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent or any Lender be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral upon the Payment in Full of the Obligations. In addition, the Agent, the Issuer and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agent or any Issuer or Lender in connection with the administration of this Agreement, the Other Documents, and the Revolving Commitments. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Loan Party hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure agreement or similar document executed by Agent in favor of any Loan Party or any of any Loan Party’s affiliates, the provisions of this Agreement shall supersede such agreements.

16.16. Publicity. Each Loan Party and each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Loan Parties, Agent and Lenders, including announcements which are commonly known as tombstones, in each case, so long as any such publication is approved in writing by Borrowing Agent prior to any such publication.

16.17. Certifications From Banks and Participants; USA PATRIOT Act.

(a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that

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maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, Lender may from time to time request, and each Loan Party shall provide to Lender, such Loan Party’s name, address, tax identification number and/or such other identifying information as shall be necessary for Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.

(c) Each Loan Party acknowledges that, pursuant to CAML, Lenders and Agent may be required to obtain, verify and record information regarding Loan Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or Agent, or any prospective assignee or participant of a Lender or Agent, in order to comply with any applicable CAML, whether now or hereafter in existence. Each Lender agrees that Agent has no obligation to ascertain the identity of Loan Parties or any authorized signatories of Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from Loan Parties or any such authorized signatory in doing so.

16.18. [Reserved].

16.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in this Agreement or any Other Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under this Agreement or any Other Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Affected Financial Institution; and

(ii) the effects of any Bail-in Action on any such liability, including, if applicable:

(a) a reduction in full or in part or cancellation of any such liability;

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(b) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Other Document; or

(c) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

16.20. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any Other Document), each Loan Party acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by Lenders are arm’s-length commercial transactions among Loan Parties and their Affiliates, on the one hand, and Lenders, on the other hand, (B) Each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the Other Documents; (ii) (A) each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan Party or any of such Loan Party’s Affiliates, or any other Person and (B) no Lender has any obligation to any Loan Party or any of such Loan Party’s Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the Other Documents; and (iii) each Lender and its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from or conflict with those of Loan Parties and their Affiliates, and no Lender has any obligation to disclose any of such interests to any Loan Party or any of such Loan Party’s Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

16.21. Acknowledgement Regarding Any Supported QFCs. To the extent that this Agreement or any Other Documents provide support, through a guarantee or otherwise, for any Swap or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement, any Other Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(i) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in

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property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement or any Other Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC, this Agreement and any Other Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(ii) As used in this Section 16.21, the following terms have the following meanings:

“BHC Act Affiliate” of a party shall mean an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” shall mean any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

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

“QFC” shall have the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

XVII.

GUARANTY.

17.1. Guaranty. Each Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor when and as due, whether at maturity, by acceleration, by notice of prepayment or otherwise, the due and punctual performance of all Secured Obligations; provided that with respect to Secured Obligations under or in respect of any Swap Obligation, the foregoing guarantee shall only be effective to the extent that such Guarantor is a Qualified ECP Loan Party at the time such Swap Obligation is entered into and such Secured Obligations and such guarantee thereof are not Excluded Hedge Liabilities. Each payment made by any Guarantor pursuant to this Guaranty shall be made in lawful money of the United States in immediately available funds.

17.2. Waivers. Each Guarantor hereby absolutely, unconditionally and irrevocably waives (a) promptness, diligence, notice of acceptance, notice of presentment of payment and any other notice hereunder, (b) demand of payment, protest, notice of dishonor or nonpayment, notice of the

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present and future amount of the Secured Obligations and any other notice with respect to the Secured Obligations, (c) any requirement that Agent, any Lender protect, secure, perfect or insure any security interest or Lien on any property subject thereto or exhaust any right or take any action against any other Loan Party, or any Person or any Collateral, (d) any other action, event or precondition to the enforcement hereof or the performance by each such Guarantor of the Secured Obligations, and (e) any defense arising by any lack of capacity or authority or any other defense of any Loan Party or any notice, demand or defense by reason of cessation from any cause of Secured Obligations other than the Payment in Full of the Obligations and any defense that any other guarantee or security was or was to be obtained by Agent.

For purposes of the Mexican Guarantors, each Mexican Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, all rights and benefits of orden, excusión, división, quita, novación, espera and/or modificación and any other rights specified in Articles 2813, 2814, 2815, 2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2827, 2829, 2837, 2838, 2839, 2840, 2842, 2844, 2845, 2846, 2847, 2848 and 2849, and any other related or applicable Articles of the Federal Civil Code of Mexico (Código Civil Federal) and the corresponding provisions of the Civil Codes applicable in the States of Mexico (or any successor provisions) and in Mexico City, Mexico. Each Mexican Guarantor hereby expressly and irrevocably represents that it has full knowledge about the content of such Articles described above, and therefore, such Articles are not required to be transcribed herein.

Upon payment by each Mexican Guarantor of any sums to the Agent as provided herein, all of the Mexican Guarantor’s rights of subrogation, exoneration, contribution, reimbursement, indemnity or otherwise arising therefrom against the Borrower(s) shall be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all Obligations. Notwithstanding the foregoing, each Mexican Guarantor hereby waives all rights of subrogation provided in Article 2830 of the Federal Civil Code of Mexico (Código Civil Federal) and the correlative articles of the civil code of each political subdivision of Mexico (including Mexico City) against the Loan Parties until Payment in Full of the Obligations.

17.3. No Defense. No invalidity, irregularity, voidableness, voidness or unenforceability of this Agreement or any Other Document or any other agreement or instrument relating thereto, or of all or any part of the Obligations or of any collateral security therefor shall affect, impair or be a defense hereunder.

17.4. Guaranty of Payment. The Guaranty hereunder is one of payment and performance, not collection, and the obligations of each Guarantor hereunder are independent of the Secured Obligations of the other Loan Parties, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce the terms and conditions of this Article XVII, irrespective of whether any action is brought against any other Loan Party or other Persons or whether any other Loan Party or other Persons are joined in any such action or actions. Each Guarantor waives any right to require that any resort be had by Agent or any Lender to any security held for payment of the Secured Obligations or to any balance of any deposit account or credit on the books of Agent or any Lender in favor of any Loan Party or any other Person. No election to proceed in one form of action or proceedings, or against any Person, or on any Secured Obligations, shall constitute a waiver of Agent’s right to proceed in any other form of action or proceeding or against any other Person unless Agent has expressed any such right in writing.

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Without limiting the generality of the foregoing, no action or proceeding by Agent against any Loan Party under any document evidencing or securing indebtedness of any Loan Party to Agent shall diminish the liability of any Guarantor hereunder, except to the extent Agent receives actual payment on account of Secured Obligations by such action or proceeding, notwithstanding the effect of any such election, action or proceeding upon the right of subrogation of any Guarantor in respect of any Loan Party.

17.5. Liabilities Absolute. The liability of each Guarantor hereunder shall be absolute, unlimited and unconditional and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any claim, defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any other Obligation or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired, released, limited or otherwise affected by:

(a) any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or performance of, release, renewal or alteration of, or any new agreements relating to any Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, or any rescission of, or amendment, waiver or other modification of, or any consent to departure from, this Agreement or any Other Document, including any increase in the Secured Obligations resulting from the extension of additional credit to any Loan Party or otherwise;

(b) any sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Secured Obligations, and/or any offset there against, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or consent to departure from any other guaranty for all or any of the Obligations;

(c) the failure of Agent or any Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party or any other Loan Party or any other Person under the provisions of this Agreement or any Other Document or any other document or instrument executed and delivered in connection herewith or therewith;

(d) any settlement or compromise of any Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any obligation (whether due or not) of any Loan Party to creditors of any Loan Party other than any other Loan Party;

(e) any manner of application of Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Secured Obligations or any other assets of any Loan Party; and

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(f) any other agreements or circumstance of any nature whatsoever that may or might in any manner or to any extent vary the risk of any Guarantor, or that might otherwise at law or in equity constitute a defense available to, or a discharge of, the Guaranty hereunder and/or the obligations of any Guarantor, or a defense to, or discharge of, any Loan Party or any other Person or party hereto or the Secured Obligations or otherwise with respect to the Advances or other financial accommodations to Loan Parties pursuant to this Agreement and/or the Other Documents.

17.6. Waiver of Notice. Agent shall have the right to do any of the above without notice to or the consent of any Guarantor and each Guarantor expressly waives any right to notice of, consent to, knowledge of and participation in any agreements relating to any of the above or any other present or future event relating to Secured Obligations whether under this Agreement or otherwise or any right to challenge or question any of the above and waives any defenses of such Guarantor which might arise as a result of such actions.

17.7. Agent’s Discretion. Subject to Sections 4.8(h) and 11.5 herein, Agent may at any time and from time to time (whether prior to or after the revocation or termination of this Agreement) without the consent of, or notice to, any Guarantor, and without incurring responsibility to any Guarantor or impairing or releasing the Obligations, apply any sums by whomsoever paid or howsoever realized to any Obligations regardless of what Obligations remain unpaid.

17.8. Reinstatement.

(a) The Guaranty provisions herein set forth herein shall continue to be effective or be reinstated, as the case may be, if claim is ever made upon Agent or any Lender for repayment or recovery of any amount or amounts received by such Agent or such Lender in payment or on account of any of the Secured Obligations and such Person repays all or part of said amount for any reason whatsoever, including, without limitation, by reason of any judgment, decree or order of any court or administrative body having jurisdiction over such Person or the respective property of each, or any settlement or compromise of any claim effected by such Person with any such claimant (including any Loan Party); and in such event each Guarantor hereby agrees that any such judgment, decree, order, settlement or compromise or other circumstances shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any Obligation, and each Guarantor shall be and remain liable to Agent and/or Lenders for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Persons.

(b) Agent shall not be required to marshal any assets in favor of any Guarantor, or against or in payment of the Secured Obligations.

(c) No Guarantor shall be entitled to claim against any present or future security held by Agent from any Person for Secured Obligations in priority to or equally with any claim of Agent, or assert any claim for any liability of any Loan Party to any Guarantor in priority to or equally with claims of Agent for Secured Obligations, and no Guarantor shall be entitled to compete with Agent with respect to, or to advance any equal or prior claim to any security held by Agent for Secured Obligations.

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(d) If any Loan Party makes any payment to Agent, which payment is wholly or partly subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to any Person under any federal or provincial statute or at common law or under equitable principles, then to the extent of such payment, the Obligation intended to be paid shall be revived and continued in full force and effect as if the payment had not been made, and the resulting revived Obligation shall continue to be guaranteed, uninterrupted, by each Guarantor hereunder.

(e) All present and future monies payable by any Loan Party to any Guarantor, whether arising out of a right of subrogation or otherwise, are assigned to Agent for its benefit and for the ratable benefit of Lenders as security for such Guarantor’s liability to Agent and Lenders hereunder and are postponed and subordinated to Agent’s rights prior to the Payment in Full of the Obligations. Except to the extent prohibited otherwise by this Agreement, all monies received by any Guarantor from any Loan Party shall be held by such Guarantor as agent and trustee for Agent. This assignment, postponement and subordination shall only terminate upon the Payment in Full of the Obligations.

(f) Each Loan Party acknowledges this assignment, postponement and subordination and, except as otherwise set forth herein, agrees to make no payments to any Guarantor without the prior written consent of Agent. Each Loan Party agrees to give full effect to the provisions hereof.

[SIGNATURE PAGES FOLLOW]

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Each of the parties has signed this Agreement to be effective as of the Closing Date.


BORROWERS:

WORTHINGTON STEEL, INC., an Ohio
corporation

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President, Chief Financial Officer

GUARANTORS:

WORTHINGTON WSP, LLC, a Michigan
limited liability company

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President, Chief Financial Officer

TEMPEL STEEL COMPANY, LLC, an
Illinois limited liability company

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President

T DO B, LLC, an Illinois limited liability
company

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


TEMPEL CANADA COMPANY, a Nova
Scotia company

By:		/s/ Michaune Tillman
Name:		Michaune Tillman
Title:		Secretary

TEMPEL DE MEXICO, S. DE R.L. DE C.V.,
a Mexican Sociedad de Responsabilidad
Limitada de Capital Variable

By:		/s/ Michaune Tillman
Name:		Michaune Tillman
Title:		Attorney-In-Fact

WORTHINGTON STEEL ROME, LLC, an
Ohio limited liability company

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President, Chief Financial Officer

THE WORTHINGTON STEEL COMPANY,
LLC, an Ohio limited liability company

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President, Chief Financial Officer

THE WORTHINGTON STEEL COMPANY,
an Ohio corporation

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President, Chief Financial Officer

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


WORTHINGTON TAYLOR, LLC, a
Michigan limited liability company

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President, Chief Financial Officer

CLEVELAND PICKLING, INC., a Delaware
corporation

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President, Chief Financial Officer

WS MEXICO HOLDINGS, LLC, an Ohio
limited liability company

By:		/s/ Timothy A. Adams
Name:		Timothy A. Adams
Title:		Vice President, Chief Financial Officer

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


AGENT AND LENDERS:

PNC BANK, NATIONAL ASSOCIATION, As Lender and as Agent

By: Name: Title:		/s/ Timothy Swiss Timothy Swiss Senior Vice President

The Tower at PNC Plaza, 14th Floor 300 Fifth Avenue Pittsburgh, PA 15222

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


BANK OF AMERICA, N.A. As Lender

By:		/s/ Matthew Bourgeois
Name:		Matthew Bourgeois
Title:		Senior Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


CITIBANK, N.A. As Lender

By:		/s/ Jeff Royston
Name:		Jeff Royston
Title:		Senior Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


WELLS FARGO BANK, N.A. As Lender

By:		/s/ Michael Matranga
Name:		Michael Matranga
Title:		Director

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


U.S. BANK NATIONAL ASSOCIATION, As Lender

By:		/s/ Matthew Kasper
Name:		Matthew Kasper
Title:		Senior Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


CIBC BANK USA As Lender

By:		/s/ James Belletire
Name:		James Belletire
Title:		Managing Director

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


FIRST NATIONAL BANK OF PA As Lender

By:		/s/ Richard T. Waino
Name:		Richard T. Waino
Title:		Senior Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


FIFTH THIRD BANK, NATIONAL ASSOCIATION As Lender

By:		/s/ Paul Vitti
Name:		Paul Vitti
Title:		Managing Director

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


THE NORTHERN TRUST COMPANY As Lender

By:		/s/ Andrew D. Holtz
Name:		Andrew D. Holtz
Title:		Senior Vice President

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]


GOLDMAN SACHS BANK USA As Lender

By:		/s/ Andrew Vernon
Name:		Andrew Vernon
Title:		Authorized Signatory

[SIGNATURE PAGE TO REVOLVING CREDIT AND SECURITY AGREEMENT]

Schedule 1.1

Commitments


Lender	Revolving Commitment Amount		Revolving Commitment Percentage
PNC Bank, National Association	$	105,000,000		19.09	%
Bank of America, N.A.	$	90,000,000		16.36	%
Citibank, N.A.	$	90,000,000		16.36	%
Wells Fargo Bank, N.A.	$	90,000,000		16.36	%
U.S. Bank, N.A.	$	35,000,000		6.36	%
CIBC Bank USA	$	35,000,000		6.36	%
First National Bank of Pennsylvania	$	35,000,000		6.36	%
Fifth Third Bank, N.A.	$	25,000,000		4.55	%
The Northern Trust Company	$	25,000,000		4.55	%
Godman Sachs Bank USA	$	20,000,000		3.64	%
Total	$	550,000,000.00		100	%

Exhibit 10.9

WORTHINGTON STEEL, INC.

2023 LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE. The purposes of the Worthington Steel, Inc. 2023 Long-Term Incentive Plan (the “Plan”) are to encourage selected key employees of the Company to acquire a proprietary and vested interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of shareholders, and to enhance the ability of the Company to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends. This Plan became effective on the Effective Date. In addition, the Plan is intended to govern Awards granted pursuant to the adjustment of awards originally granted under the Worthington Industries. Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended and the Worthington Industries, Inc. 2010 Stock Option Plan, as amended (the “Pre-Spin Plans”) (each, an “Adjusted Award”) in accordance with the terms of the Employee Matters Agreement, dated November 30, 2023, between Worthington and Worthington Industries, Inc. (the “Employee Matters Agreement”).

SECTION 2. ADMINISTRATION. The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees of the Company to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Award to be granted to each Participant hereunder; (iii) determine the number of Shares to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property or canceled or suspended; (vi) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (vii) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. Decisions of the Committee shall be final, conclusive and binding upon all Persons, including the Company, any Participant, any shareholder, and any Employee of the Company. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.

SECTION 3. DURATION OF, AND SHARES SUBJECT TO PLAN.

(a) Term. The Plan shall remain in effect until terminated by the Board.

(b) Shares Subject to the Plan. The maximum number of Shares in respect of which Awards may be granted under the Plan, subject to adjustment as provided in Section 3(c) of the Plan, shall be equal to the sum of (i) the number of Shares that may be issuable upon exercise or vesting of the Adjusted Awards and (ii) 8,000,000. Notwithstanding the foregoing, no Participant may be granted Awards in any one calendar year with respect to more than 200,000 Shares, provided, however, that Adjusted Awards shall not be subject to this annual limit.

For the purpose of computing the total number of Shares available for Awards under the Plan, there shall be counted against the foregoing limitations the number of Shares subject to issuance upon exercise or settlement of Adjusted Awards. Shares which were previously subject to Awards or Adjusted Awards shall again be available for Awards under the Plan if any such Awards or Adjusted Awards are forfeited, terminated, expire unexercised, settled in cash or property other than Shares or exchanged for other Awards including any withholding of Shares to pay taxes (to the extent of such forfeiture, termination, withholding or expiration of such Awards or Adjusted Awards), or if the Shares subject thereto can otherwise no longer be issued. Any Shares which are used as full or partial payment to Worthington by a Participant of the option price of Shares upon exercise of an Option shall again be available for Awards under the Plan.

Shares which may be issued under the Plan may be either authorized and unissued Shares or issued Shares which have been reacquired by Worthington. No fractional Shares shall be issued under the Plan.

(c) Changes in Shares. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin off, exchange of shares or similar transaction or other change in corporate structure or capitalization affecting the Shares or the price thereof, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee in its sole discretion deems equitable or appropriate, including without limitation such adjustments in the aggregate number, class and kind of Shares which may be delivered under the Plan, in the aggregate or to any one Participant, in the number, class, kind and option or exercise price of Shares subject to outstanding Options, Stock Appreciation Rights or other Awards granted under the Plan, and in the number, class and kind of Shares subject to Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its sole discretion, provided that the number of Shares or other securities subject to any Award shall always be a whole number. Any adjustment made pursuant to this Section 3(c) shall be made consistent with the requirements of Section 409A of the Code, to the extent applicable.

(d) Prohibition on Repricing. Except for adjustments made pursuant to Section 3(c) of the Plan, in no event may the Committee, without obtaining shareholder approval: (i) amend the terms of an outstanding Award to reduce the option price of an outstanding Option or the grant price of an outstanding Stock Appreciation Right; (ii) cancel an outstanding Option or Stock Appreciation Right in exchange for Options or Stock Appreciation Rights with an option price or grant price, as applicable, that is less than the option price or grant price of the original Option or Stock Appreciation Right; (iii) cancel an outstanding Option or Stock Appreciation Right with an option price or grant price, as applicable, which is above the current Fair Market Value of the Shares underlying the Option or Stock Appreciation Right in exchange for another Award, cash or other securities; (iv) take any other action that is treated as a “repricing” under generally accepted accounting principles; or (v) take any other action that has the effect of “repricing” an Award, as defined under the rules of the securities exchange or other recognized market or quotation system on which the Shares are then listed or traded.

SECTION 4. ELIGIBILITY. Any Employee (excluding any member of the Committee) shall be eligible to be selected as a Participant.

SECTION 5. OPTIONS. Options may be granted hereunder to Participants, either alone or in addition to other Awards granted under the Plan. Any Option granted under the Plan shall be evidenced by an Award Agreement in such form as the Committee may from time to time approve. Any such Option shall be subject to the following terms and conditions and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable. The provisions of Options need not be the same with respect to each Participant.

(a) Option Price. Except with respect to Adjusted Awards, the option price per Share purchasable upon exercise of an Option shall be determined by the Committee in its sole discretion; provided that such option price shall not be less than the Fair Market Value of the Share on the date of the grant of the Option.

(b) Option Period. The term of each Option shall be fixed by the Committee in its sole discretion.

(c) Exercisability. Options shall be exercisable at such time or times as determined by the Committee at or subsequent to grant.

(d) Method of Exercise. Subject to the other provisions of the Plan and any applicable Award Agreement, any Option may be exercised by the Participant in whole or in part at such time or times, and the Participant may make payment of the option price in such form or forms, including, without limitation, payment by delivery of cash, Shares already owned by the Participant or other consideration (including, where permitted by law, by delivery or surrender of outstanding vested and exercisable Awards, including through the withholding of Shares which would otherwise be issued in connection with the exercise of a vested and exercisable Option, having a Fair Market Value on the exercise date equal to the total option price, or by any combination of cash, Shares and other consideration unless the Committee may otherwise specify in the applicable Award Agreement.

SECTION 6. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted hereunder to Participants, either alone or in addition to other Awards granted under the Plan, and may, but need not, relate to a specific Option granted under Section 5. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant. Any Stock Appreciation Right related to an Option may be granted at any time thereafter before exercise, termination or expiration of such Option. In the case of any Stock Appreciation Right related to any Option, the Stock Appreciation Right or applicable portion thereof shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a Stock Appreciation Right granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the number of Shares subject to the exercise or termination of the related Option exceeds the number of Shares not covered by the Stock Appreciation Right. Any Option related to any Stock Appreciation Right shall no longer be exercisable to the extent the related Stock Appreciation Right has been exercised. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate.

SECTION 7. RESTRICTED STOCK.

(a) Issuance. Restricted Stock Awards may be issued hereunder to Participants, either alone or in addition to other Awards granted under the Plan, for such consideration as determined by the Committee in its sole discretion and the Committee may issue such Awards for no consideration or for such minimum consideration as may be required by applicable law. Restricted Stock Awards shall contain such limitations, terms and conditions and other provisions as determined by the Committee in its sole discretion. The provisions of Restricted Stock Awards need not be the same with respect to each Participant.

(b) Registration. Any Restricted Stock issued hereunder may be evidenced in such manner as the Committee in its sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock awarded under the Plan, such certificate shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award.

(c) Forfeiture. Except as otherwise determined by the Committee at the time of grant, upon termination of employment for any reason during the restriction period, all shares of Restricted Stock still subject to restriction shall be forfeited by the Participant and reacquired by Worthington, for the purchase price paid by the Participant or such other consideration (or no consideration) as set by the Committee as part of the terms and conditions of the Award, provided that except as provided in Section 11, in the event of a Participant’s retirement, permanent disability, other termination of employment or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all remaining restrictions with respect to such Participant’s shares of Restricted Stock. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be issued to the Participant after the period of forfeiture, as determined or modified by the Committee, shall expire.

SECTION 8. PERFORMANCE AWARDS. Performance Awards may be issued hereunder to Participants, either alone or in addition to other Awards granted under the Plan, for such consideration as determined by the Committee, in its sole discretion, and the Committee may issue such Performance Awards for no consideration or for such minimum consideration as may be required by applicable law. The performance criteria to be achieved during any Performance Period, the length of the Performance Period and the other terms and conditions and provisions with respect to the Performance Award shall be determined by the Committee upon the grant of each Performance Award. Except as provided in Section 10, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares or any combination thereof, in the sole discretion of the Committee at the time of payment. The performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period. The maximum grant date value of the property, including cash, that may be paid or distributed to any Participant pursuant to a grant of Performance Units made in any one calendar year shall be $2,500,000, provided, however, that Adjusted Awards shall not be subject to this annual limit. The provisions of Performance Awards need not be the same with respect to each Participant.

SECTION 9. OTHER STOCK UNIT AWARDS.

(a) Other Stock Unit Awards Administration. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property (“Other Stock Unit Awards”) may be granted hereunder to Participants, either alone or in addition to other Awards granted under the Plan. Other Stock Unit Awards may be paid in Shares, cash or any other form of property as the Committee shall determine.

(b) Terms and Conditions. Other Stock Unit Awards granted under this Section 9 may be issued for such consideration as determined by the Committee in its sole discretion, and the Committee may issue such Awards for no consideration or for such minimum consideration as may be required by applicable law. Shares (including securities convertible into Shares) purchased pursuant to a purchase right awarded under this Section 9 shall be purchased for such consideration as the Committee shall in its sole discretion determine, which shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is awarded. The terms and conditions and other provisions with respect to Other Stock Unit Awards shall be determined by the Committee. The provisions of Other Stock Unit Awards need not be the same with respect to each Participant.

SECTION 10. CHANGE IN CONTROL PROVISIONS.

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, but subject to the provisions of Section 10(c), in the event of a Change in Control:

(i)

Any Options and Stock Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; provided, that in the case of a Participant holding a Stock Appreciation Right who is actually subject to Section 16(b) of the Exchange Act, such Stock Appreciation Right shall not become fully vested and exercisable unless it shall have been outstanding for at least six months at the date such Change in Control is determined to have occurred.

(ii)

The restrictions applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant.

(iii)

All Performance Awards shall be considered to be earned and payable in full, and any other restriction shall lapse and such Performance Awards shall be immediately settled or distributed. For purpose of clarity any performance conditions shall be treated as satisfied at the greater of (A) actual performance during the Performance Period through the date of such Change in Control, and (B) target performance.

(iv)

The restrictions and other conditions applicable to any Other Stock Unit Awards or any other Awards shall lapse, and such Other Stock Unit Awards or such other Awards shall become free of all restrictions or conditions and become fully vested and transferable to the full extent of the original grant.

(b) Change in Control Cash-Out. Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change in Control (the “Exercise Period”), if the Committee shall determine at, or at any time after the time of grant, a Participant holding an Option shall have the right, whether or not the Option is fully exercisable and in lieu of the payment of the option price for the Shares being purchased under the Option and by giving notice to Worthington, to elect (within the Exercise Period) to, surrender all or part of the Option to Worthington and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change in Control Price per Share on the date of such election shall exceed the purchase price per Share under the Option (the “Spread”) multiplied by the number of Shares granted under the Option as to which the right granted under this Section 10(b) shall have been exercised.

(c) Provisions not Applicable. The provisions of this Section 10 shall not apply (i) if the Committee determines at the time of grant that such Section shall not apply or (ii) to any Change in Control when expressly provided otherwise by a three-fourths vote of the Whole Board, but only if a majority of the members of the Board then in office and acting upon such matters shall be Continuing Directors.

SECTION 11. AMENDMENTS AND TERMINATION. The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a Participant under an Award theretofore granted, without the Participant’s consent, or that without the approval of the shareholders of Worthington would:

(a)

except as is provided in Section 3(c) of the Plan, increase the total number of Shares reserved for the purpose of the Plan; or

(b)

change the employees or class of employees eligible to participate in the Plan.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any Participant without the Participant’s consent.

SECTION 12. GENERAL PROVISIONS.

(a) No Assignment. Unless the Committee determines otherwise at the time the Award is granted, no Award, and no Shares subject to Awards described in Section 9 which have not been issued or as to which any applicable restriction, performance period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent and distribution; provided that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Each Award shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.

(b) Term of Awards. The term of each Award shall be for such period of months or years from the date of its grant as may be determined by the Committee; provided that in no event shall the term of any Option or Stock Appreciation Right exceed a period of 10 years from the date of its grant.

(c) No Right to Award. No Employee or Participant shall have any claim to be granted any Award under the Plan and there is no obligation for uniformity of treatment of Employees or Participants under the Plan.

(d) Written Agreement Required. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument evidencing the Award and delivered a fully executed copy thereof to Worthington, and otherwise complied with the then applicable terms and conditions.

(e) Adjustments. The Committee shall be authorized to make adjustments in Performance Award criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the event Worthington shall assume outstanding employee benefit awards or the right or obligation to make future awards in connection with the acquisition of another corporation or business entity, the Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate.

(f) Cancellations and Forfeitures. The Committee shall have full power and authority to determine whether, to what extent, and under what circumstances, any Award shall be canceled or suspended. In particular, but without limitation, all outstanding Awards to any Participant shall be canceled if the Participant, without the consent of the Committee, while employed by the Company or after termination of such employment, becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Committee.

In the event a Participant terminates his or her employment with the Company for any reason whatsoever, and within 18 months after the date thereof becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Committee, the Committee, in its sole discretion, may require such Participant to return to the Company the economic value of any Award which is realized or obtained (measured at the date of exercise) by such Participant at any time during the period beginning on that date which is six months prior to the date of such Participant’s termination of employment with the Company.

(g) Securities Laws Restrictions. No Shares shall be issued under the Plan unless counsel for Worthington shall be satisfied that such issuance will be in compliance with applicable Federal and state securities laws. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(h) Payment Requirements. Except as otherwise required in any applicable Award Agreement or by the terms of the Plan, recipients of Awards under the Plan shall not be required to make any payment or provide consideration other than the rendering of services.

(i) Withholding. The Company shall be authorized to withhold from any Award granted or payment due under the Plan the amounts of withholding taxes. The authority provided in this tax withholding section includes authority to determine the amounts to be withheld (including Shares or other portions of Awards) in satisfaction of a Participant’s or former Participant’s

withholding obligations, or in satisfaction of other tax obligations, either on a mandatory or elective basis, as permitted in the discretion of Committee due in respect of an Award or payment hereunder and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee shall be authorized to establish procedures for election by Participants to satisfy such withholding taxes by delivery of, or directing the Company to retain, Shares, unless otherwise specified by the Committee in the Award Agreement.

(j) Other Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is otherwise required, and such arrangements may be either generally applicable or applicable only in specific cases.

(k) Applicable Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Ohio and applicable Federal law.

(l) Invalid Provisions. If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

(m) Foreign Nationals. Awards may be granted to Employees who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Employees on assignments outside their home country.

(n) No Right to Employment. Neither the adoption of the Plan nor the granting of any Award shall confer upon any employee of the Company any right to continued employment with the Company, nor shall it interfere in any way with the right of the Company to terminate the employment of any of its employees at any time, with or without cause.

(o) Treatment as Compensation for Other Purposes. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination indemnity or severance pay law of any country and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan or similar arrangement provided by the Company unless expressly so provided by such other plan or arrangements, or except where the Committee expressly determines that an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive annual cash compensation. Awards under the Plan may be made in combination with or in tandem with, or as alternatives to, grants, awards or payments under any other Company plans. The Plan notwithstanding, the Company may adopt such other compensation programs and additional compensation arrangements as it deems necessary to attract, retain and reward employees for their service with the Company.

(p) Adjusted Awards. Notwithstanding anything to the contrary contained herein, each Adjusted Award shall be subject to terms and conditions consistent with the applicable terms and conditions set forth in the applicable Pre-Spin Plans and the award agreement in effect for such Adjusted Award immediately prior to the Distribution, each as deemed modified in order to reflect (i) the adjustment of such Adjusted Award pursuant to Article IV of the Employee Matters Agreement, (ii) that the Company is the issuer of the Common Stock subject to the Adjusted Award, and (iii) the Participant’s status as an employee, director or consultant of the Company or Worthington Industries, Inc., as applicable, following the Distribution. Without limiting the generality of the foregoing, with respect to Adjusted Awards, references to employment or service, or termination of employment or service, in this Plan (including the incorporated terms and conditions of the applicable Pre-Spin Plans, as deemed modified by the

preceding sentence) and the applicable award agreement shall be deemed to refer to employment or service, or termination of employment or service, with the Company or Worthington Industries, Inc., whichever is the applicable service recipient with respect to the Participant following the Distribution. All determinations and interpretations relating to the application of this Plan and the incorporated terms and conditions of the Pre-Spin Plans (including the deemed modifications thereto) shall be made by the Committee and shall be final and binding upon the Participants, the Company and all other interested persons.

SECTION 14. EFFECTIVE DATE OF THE PLAN. The Plan became effective on the Effective Date.

SECTION 15. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Acquiring Person” means any Person (any individual, firm, corporation or other entity) who or which, together with all Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of 25% or more of the Shares then outstanding.

(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act

(c) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Performance Share, Performance Unit, Other Stock Unit Award, or any other right, interest, or option relating to Shares granted pursuant to the provisions of the Plan.

(d) “Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award granted by the Committee hereunder.

(e) “Board” shall mean the Board of Directors of Worthington.

(f) A “Change in Control” shall have occurred when any Person (other than (i) the Company, (ii) any employee benefit plan of the Company or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) any Person who, on the Effective Date of the Plan, was an Affiliate of the Company owning in excess of 10% of the outstanding shares of Worthington and the respective successors, executors, legal representatives, heirs and legal assigns of such Person), alone or together with its Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of 25% or more of the Shares then outstanding; provided, however, that with respect to any Award subject to Section 409A of the Code that is settled or distributed upon the occurrence of a Change in Control, no settlement or distribution of such Award shall be made unless the Change in Control also constitutes a “change in control event” within the meaning of Section 409A of the Code.

(g) “Change in Control Price Per Share” shall mean the price per Share (i) paid by the Acquiring Person in connection with the transaction(s) that results in the Change in Control; or (ii) at any time after the Change in Control and before the Participant exercises his election under Section 10(b), the Fair Market Value of the Shares.

(h) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(i) “Committee” shall mean the Compensation Committee of the Board, composed of no fewer than three directors, each of whom is a Non-Employee Director and an “outside director” within the meaning of Section 162(m) of the Code.

(j) “Company” shall mean Worthington and its subsidiaries, direct and indirect. Subsidiaries of Worthington shall include (i) any entity of which Worthington owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock, if the entity is a corporation, or of the capital or profits interests, if the entity is a partnership or another form of entity and (ii) any other entity in which Worthington has a 20% or greater direct or indirect equity interest and which is designated as a “Subsidiary” by the Committee for purposes of this Plan; provided, however, that with respect to any Award that is subject to Section 409A of the Code, “Company” shall mean Worthington and its subsidiaries with whom Worthington would be considered a single employer under Sections 414(b) and (c) of the Code, but modified as permitted by Treasury Regulation §1.409A-1(b)(5)(iii)(E)(1).

(k) “Continuing Director” means any person who was a member of the Board on the Effective Date of the Plan or thereafter elected by the shareholders of Worthington or appointed by the Board prior to the date as of which the Acquiring Person became a Substantial Shareholder (as such term is defined in Article Seventh of Worthington’s Amended Articles of Incorporation) or, a Person designated (before his initial election or employment as a director) as a Continuing Director by three-fourths of the Whole Board, but only if a majority of the Whole Board shall then consist of Continuing Directors

(l) “Covered Employee” shall mean a “covered employee” within the meaning of Section 162(m)(3) of the Code.

(m) “Distribution” shall have the meaning provided in that certain the Separation and Distribution Agreement, dated November 30, 2023, between Worthington and Worthington Industries, Inc.

(n) “Effective Date” shall mean December 1, 2023.

(o) “Employee” shall mean any common law employee of the Company. Unless otherwise determined by the Committee in its sole discretion, for purposes of the Plan, an Employee shall be considered to have terminated employment and to have ceased to be an Employee if his or her employer ceases to be a subsidiary of Worthington, even if he or she continues to be employed by such employer.

(p) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(q) “Fair Market Value” The value of one Share on any relevant date, determined under the following rules:

[1] If the Shares are traded on an exchange or recognized market or quotation system on which “closing prices” are reported, the reported “closing price” on the relevant date, if it is a trading day, otherwise on the next trading day;

[2] If the Shares are traded over-the-counter with no reported closing price, the mean between the highest bid and the lowest asked prices on the relevant date, if it is a trading day, otherwise on the next trading day; or

[3] If neither subsections [1] or [2] of this definition apply, the fair market value as determined by the Board in good faith and consistent with any applicable provisions under the Code, except with respect to Options and SARs, in which event the fair market value as determined by the reasonable application of a reasonable valuation method taking into account all information material to the value of the Company satisfying the requirements of Code §409A.

(r) “Non-Employee Director” shall have the meaning set forth in Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under the Exchange Act or any successor definition adopted by the Securities and Exchange Commission.

(s) “Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.

(t) “Other Stock Unit Award” shall mean any right granted to a Participant by the Committee pursuant to Section 9 hereof.

(u) “Participant” shall mean an Employee who is selected by the Committee to receive an Award under the Plan.

(v) “Performance Award” shall mean any Award of Performance Shares or Performance Units pursuant to Section 8 hereof.

(w) “Performance Period” shall mean that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goal(s) specified by the Committee with respect to such Performance Award are to be measured.

(x) “Performance Share” shall mean any grant pursuant to Section 8 hereof of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

(y) “Performance Unit” shall mean any grant pursuant to Section 8 hereof of a unit valued by reference to a designated amount of property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

(z) “Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, limited liability company, other entity or government or political subdivision thereof.

(aa) “Restricted Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge, or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any restriction on the right to vote such Share, and the right to receive any cash dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

(bb) “Restricted Stock Award” shall mean an award of Restricted Stock under Section 7 hereof.

(cc) “Shares” shall mean the common shares, without par value, of Worthington and such other securities of Worthington as the Committee may from time to time determine.

(dd) “Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 6 hereof to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, other than in the case of substitute Awards, shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be. Any payment by the Company in respect of such right may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine.

(ee) “Treasury Regulations” means any regulations promulgated by the Department of Treasury and/or Internal Revenue Service under the Code.

(ff) “Whole Board” means the total number of directors which Worthington would have if there were no vacancies

(gg) “Worthington” shall mean Worthington Steel, Inc., an Ohio corporation.

SECTION 16. SECTION 409A. This Plan is intended to comply with or be exempt from the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, as applicable, and shall be interpreted, administered and operated accordingly. Nothing in this Plan should be construed as a guarantee or entitlement of any particular tax treatment to a Participant. None of the Company, the Board, the Committee or any other Person shall any liability with respect to any Participant in the event this Plan fails to comply with the requirements of Section 409A of the Code.

Exhibit 10.10

WORTHINGTON STEEL, INC.

2023 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

1.00 PURPOSE

The Plan is intended to foster and promote the long-term financial success of the Company and Related Entities and to increase shareholder value by [1] providing Participants an opportunity to acquire and maintain an ownership interest in the Company and [2] encouraging Participants to remain as directors of the Company and put forth the maximum efforts for the success of the Company and Related Entities. In addition, the Plan is intended to govern Awards granted pursuant to the adjustment of awards originally granted under the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors, as amended (the “Pre-Spin Plan”) (each, an “Adjusted Award”) in accordance with the terms of the Employee Matters Agreement, dated November 30, 2023, between the Company and Worthington Industries, Inc. (the “Employee Matters Agreement”).

2.00 DEFINITIONS

When used in the Plan, the following words, terms and phrases have the meanings given to them in this section unless another meaning is expressly provided elsewhere in the Plan or clearly required by the context. When applying these definitions and any other word, term or phrase used in the Plan, the form of any definition or of any word, term or phrase will include any and all of its other forms.

Act. The Securities Exchange Act of 1934, as amended, or any successor statute of similar effect, even if the Company is not subject to the Act.

Annual Meeting. The annual meeting of the Company’s shareholders.

Award. Any Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right or Whole Share granted under the Plan.

Award Agreement. The written or electronic agreement between the Company and each Participant that describes the terms and conditions of each Award. If there is a conflict between the terms of the Plan and the terms of any Award Agreement, the terms of the Plan will govern.

Board. The Company’s board of directors.

Business Combination. A “Business Combination” means the following: [1] the date that any Person, or more than one Person acting as a group, acquires ownership of stock of the Company that, together with the stock of the Company held by such Person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company; [2] the date that any Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group), ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company; [3] the date that a majority of the members of

the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or [4] the date that any Person or more than one Person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or group) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisition. The definition of Business Combination shall be interpreted in a manner consistent with the definition of “change in control event” under Code §409A and Treasury Regulation §1.409A-3(i)(5).

Cause. Unless otherwise specified in the associated Award Agreement, removal from office for cause in accordance with Article SIXTH of the Company’s Amended Articles of Incorporation and the Ohio General Corporation Law.

Change in Control. Unless otherwise specified in the associated Award Agreement, a “Change in Control” will occur when any Person (other than [1] the Company or any Related Entity, [2] any employee benefit plan of the Company or any Related Entity or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or [3] any Person who, on the Effective Date, was an Affiliate of the Company and owning in excess of ten percent of the outstanding Shares and the respective successors, executors, legal representatives, heirs and legal assigns of such Person), alone or together with its Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of 25 percent or more of Shares then outstanding. For purposes of this definition, “Affiliate” and “Associate” will have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Act.

Code. The Internal Revenue Code of 1986, as amended or superseded after the Effective Date, and any applicable rulings or regulations issued under the Code.

Company. Worthington Steel, Inc., an Ohio corporation, and any and all successors to it.

Director. A Person who, on an applicable Grant Date, [1] is an elected member of the Board (or has been appointed to the Board to fill an unexpired term and will continue to serve at the expiration of that term only if elected by shareholders) and [2] is not a Person who performs services for the Company or any Related Entity as a common-law employee. A Person’s status as a Director will be determined as of the Grant Date of each Award made to that Person.

Disability. Unless otherwise specified in the associated Award Agreement:

[1] With respect to the payment, exercise or settlement of any Award that is (or becomes) subject to Code §409A, [a] the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or [b] the Participant is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board; and

[2] With respect to a Participant’s right to exercise or receive settlement of any Award or with respect to the payment, exercise or settlement of any Award not described in subsection [1] of this definition, the inability, by reason of a medically determinable physical or mental impairment, to engage in substantial gainful activity, for a period of 180 days after its commencement and such condition, in the opinion of a physician selected by the Company and reasonably acceptable to the Participant or the Participant’s legal representative, is total and permanent.

Effective Date. December 1, 2023.

Exercise Price. The amount, if any, a Participant must pay to exercise an Option or the amount upon which the value of a Stock Appreciation Right is based.

Expiration Date. The last date that an Option or Stock Appreciation Right may be exercised.

Fair Market Value. The value of one Share on any relevant date, determined under the following rules:

[1] If the Shares are traded on an exchange or recognized market or quotation system on which “closing prices” are reported, the reported “closing price” on the relevant date, if it is a trading day, otherwise on the next trading day;

[2] If the Shares are traded over-the-counter with no reported closing price, the mean between the highest bid and the lowest asked prices on the relevant date, if it is a trading day, otherwise on the next trading day; or

[3] If neither subsections [1] or [2] of this definition apply, the fair market value as determined by the Board in good faith and consistent with any applicable provisions under the Code, except with respect to Options and SARs, in which event the fair market value as determined by the reasonable application of a reasonable valuation method taking into account all information material to the value of the Company satisfying the requirements of Code §409A.

Grant Date. The date an Award is granted.

Option. An Award granted under Section 6.00.

Participant. Any Director to whom an Award has been granted and which is still outstanding.

Person. Any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity.

Plan. The Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors.

Related Entity. Any entity that is or becomes related to the Company through common ownership as determined under Code §414(b) or (c), but modified as permitted under Treasury Regulations issued under any Code section relevant to the purpose for which the definition is applied.

Restricted Stock. An Award granted under Section 8.00.

Restricted Stock Unit. An Award granted under Section 9.00.

Restriction Period. The period over which the Board will determine if a Participant has met conditions placed on Restricted Stock or Restricted Stock Units.

Retirement. Unless otherwise specified in the associated Award Agreement, the retirement of a Director from service on the Board after having [1] attained the age of 65 or [2] served at least nine years as a member of the Board, unless the Board specifies a shorter period of required service which will in no event be fewer than six years.

Separation from Service. A “separation from service” as defined under Code §409A.

Shares. Common shares, without par value, of the Company or any security of the Company issued in substitution, exchange or in place of these common shares.

Stock Appreciation Right (“SAR”). An Award granted under Section 10.00.

Termination. A termination of the Director’s service on the Board for any reason.

Treasury Regulations. Any regulations promulgated by the Department of Treasury and/or Internal Revenue Service under the Code.

Whole Share. An Award granted under Section 7.00.

3.00 PARTICIPATION

3.01 Awards.

[1] Consistent with the terms of the Plan and subject to Section 3.01[2], the Board will [a] decide which Directors will be granted Awards and [b] establish the types of Awards to be granted and the terms and conditions relating to those Awards.

[2] The Board may establish different terms and conditions [a] for each type of Award, [b] for each Participant receiving the same type of Award and [c] for the same Participant for each Award received, whether or not those Awards are granted at different times.

[3] Subject to the limitations set forth in Section 4.04, in the sole discretion of the Board, and consistent with the terms and conditions of the Plan and applicable law, Awards also may be made in assumption of, or in substitution for, outstanding awards previously granted by the Company or any Related Entity or a company acquired by the Company or with which the Company combines.

3.02 Conditions of Participation. By accepting an Award, each Participant agrees:

[1] To be bound by the terms of the Award Agreement and the Plan and to comply with other terms and conditions imposed on the Award; and

[2] That the Board may amend the Plan and any Award Agreement without any additional consideration to the extent necessary to avoid penalties arising under Code §409A, even if those amendments reduce, restrict or eliminate rights granted under the Plan or an outstanding Award Agreement.

4.00 ADMINISTRATION

4.01 Duties. The Board is responsible for administering the Plan and has all powers appropriate and necessary to that purpose. Consistent with the Plan’s objectives, the Board may adopt, amend and rescind rules and regulations relating to the Plan and has complete discretion to make all other decisions necessary or advisable for the administration and interpretation of the Plan. Any action by the Board will be final, binding and conclusive for all purposes and upon all Persons.

4.02 Delegation of Duties. In its sole discretion, the Board may delegate any ministerial duties associated with the Plan to any Person that it deems appropriate. However, the Board may not delegate any discretionary duties assigned to it or those duties that the Board is required to discharge to comply with applicable laws and regulations.

4.03 Award Agreement. As soon as administratively feasible after the Grant Date, the Board will prepare and deliver an Award Agreement to each affected Participant. The Award Agreement will describe:

[1] The terms of the Award, including, to the extent applicable, [a] the type of Award, [b] when and how the Award may be exercised, [c] any Exercise Price associated with the Award and [d] how the Award will or may be settled; and

[2] To the extent different from the terms of the Plan, any other terms and conditions affecting the Award.

4.04 Restriction on Repricing. No Award (including Options and SARs) may be “repriced.” For purposes of this restriction, “repricing” means any of the following or any other action that has the same effect: [1] lowering the Exercise Price of an Option or SAR after it is granted; [2] any other action that is treated as a repricing under generally accepted accounting

principles; [3] canceling an Option or SAR at a time when its Exercise Price exceeds the Fair Market Value of the underlying Shares, in exchange for another Option, SAR, Restricted Stock or other Award, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction; or [4] any other action that has the effect of “repricing” an Award, as defined under the rules of the securities exchange or other recognized market or quotation system on which the Shares are then listed or traded.

5.00 LIMITS ON SHARES SUBJECT TO AWARDS

5.01 Number of Authorized Shares. Subject to Section 5.03, the aggregate number of Shares reserved and available for Awards or which may be used to provide a basis of measurement for or to determine the value of an Award shall equal the sum of [1] the number of Shares that may be issuable upon exercise or vesting of the Adjusted Awards and [2] 1,000,000 Shares, which Shares shall be available for Awards of any type authorized under the Plan. Shares described in this Section 5.01 may be subject to any Awards issued under the terms and conditions described in the Plan and Award Agreements issued under the Plan. The Shares to be delivered under the Plan may consist, in whole or in part, of treasury Shares or authorized but unissued Shares not reserved for any other purpose.

5.02 Adjustment in Number of Authorized Shares. As appropriate, the limits imposed under Sections 5.01 will be:

[1] Conditionally reduced by the number of Shares underlying each Award; and

[2] Absolutely reduced by [a] the number of Shares issued upon the exercise or settlement of an Award other than a SAR, [b] the number of Shares subject to each SAR however settled and [c] a number of Shares equal to [i] the cash amount paid by the Company upon the exercise or settlement of an Award (other than an Option or SAR) that, under the applicable Award Agreement, was originally to be settled in Shares, divided by [ii] the Fair Market Value of a Share on the date of that exercise or settlement transaction; and

[3] Increased by the number of Shares subject to (or associated with) any Award (or part of an Award) that, for any reason, is forfeited, cancelled, terminated, relinquished, exchanged or otherwise settled without issuing Shares or without the payment of cash or any other consideration.

The number of Shares (if any) withheld to pay any Exercise Price or to satisfy any tax withholding obligation associated with the exercise or settlement of an Award (or part of an Award) will not be recredited to the number of authorized Shares.

5.03 Adjustment in Capitalization. If, after the Effective Date, there is a Share dividend or Share split, recapitalization (including payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of Shares or other similar corporate change affecting Shares, the Board will appropriately adjust [1] the number of Shares

that may be issued subject to Awards that may or will be granted to Participants during any period, [2] the aggregate number of Shares available for Awards or subject to outstanding Awards (as well as any Share-based limits imposed under the Plan), [3] the respective Exercise Price, number of Shares and other limitations applicable to outstanding or subsequently granted Awards and [4] any other factors, limits or terms affecting any outstanding or subsequently granted Awards; provided, however, that any adjustment pursuant to this Section 5.03 shall be made in accordance with the rules of Code §409A, to the extent applicable.

6.00 OPTIONS

6.01 Nature of Award. An Option gives a Participant the right to purchase a specified number of Shares if the terms and conditions described in the Plan and the associated Award Agreement (including paying the Exercise Price) are met before the Expiration Date. However, an Option will be forfeited to the extent that the applicable terms and conditions have not been met before the Expiration Date or to the extent that the Option is not exercised before the Expiration Date. All Options granted under this Section 6.00 will be nonqualified stock options and are not intended to meet the requirements of Code §422.

6.02 Granting Options. At any time during the term of the Plan, the Board may grant Options to Directors. The Award Agreement associated with each Option grant will describe the Exercise Price, the Expiration Date (which may never be later than the tenth anniversary of the Grant Date), the first date that the Option may be exercised, procedures for exercising the Option and any other terms and conditions affecting the Option.

6.03 Exercise Price. Except to the extent necessary to implement Section 3.01[3] or with respect to Adjusted Awards, each Option will bear an Exercise Price at least equal to the Fair Market Value of a Share on the Grant Date.

6.04 Exercising Options. An Option may be exercised only if all applicable terms and conditions have been met before the Expiration Date and only by sending to the Board (or its designee) a completed exercise notice (in the form prescribed by the Board) along with payment of the Exercise Price in accordance with the method or methods described in the associated Award Agreement. In addition to any other method or methods which may be described in the associated Award Agreement, payment of the Exercise Price may be made in cash, or its equivalent, or, unless otherwise specified by the Board and reflected in the associated Award Agreement(s), by tendering, either actual delivery of Shares or by attestation, Shares acceptable to the Board, by the withholding of Shares which would otherwise be issued in connection with the exercise of the Option, or by a combination of the foregoing; provided that the combined value of all cash and cash equivalents and the Fair Market Value of any Shares so tendered to the Company as of the date of such tender or so withheld by the Company as of the date of such withholding is at least equal to the Exercise Price borne by the Option being exercised.

6.05 Rights Associated With Options. Unless otherwise specified in the associated Award Agreement, a Participant will have no voting or dividend rights with respect to the Shares underlying an unexercised Option.

7.00 WHOLE SHARES

At any time during the term of the Plan, the Board may grant Whole Shares to Directors. Whole Shares may be granted on any basis and subject to any terms and conditions that the Board believes to be appropriate.

8.00 RESTRICTED STOCK

8.01 Nature of Award. Restricted Stock are Shares issued on the Award’s Grant Date which are subject to specified restrictions on transferability and forfeitability. Any restrictions on transferability and forfeitability will lapse at the end of the associated Restriction Period only if the terms and conditions specified in the Plan and the associated Award Agreement are met during the Restriction Period. However, Restricted Stock will be forfeited to the extent that applicable terms and conditions have not been met before the end of the Restriction Period.

8.02 Granting Restricted Stock. At any time during the term of the Plan, the Board may grant Restricted Stock to Directors. The Award Agreement associated with each Restricted Stock grant will describe the terms and conditions that must be met during the Restriction Period if the Award is to be earned and settled and any other terms and conditions affecting the Restricted Stock.

8.03 Earning Restricted Stock. Restricted Stock will be held by the Company as escrow agent and will be:

[1] Forfeited, if the applicable terms and conditions have not been met; or

[2] Released from escrow and distributed to the Participant as soon as administratively feasible after the last day of the Restriction Period, but in no event later than the 15th day of the third month following the later of the end of the calendar year or the Company’s taxable year in which the Restricted Stock is no longer subject to a substantial risk of forfeiture, if the applicable terms and conditions have been met.

Any fractional Share of Restricted Stock will be settled in cash.

8.04 Rights Associated With Restricted Stock. During the Restriction Period and unless otherwise specified in the associated Award Agreement:

[1] Each Participant to whom Restricted Stock has been issued may exercise full voting rights associated with that Restricted Stock; and

[2] Any dividends and other distributions paid with respect to such Restricted Stock will be held by the Company as escrow agent during the Restriction Period. At the end of the Restriction Period, such dividends or other distributions will be distributed to the affected Participant or forfeited as provided in Section 8.03 with respect to the Restricted Stock as to which they were paid. No interest or other accretion will be credited with respect to any dividends or other distributions held in this escrow account. If any dividends or other distributions are paid in Shares, those Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which such dividends or other distributions were paid.

8.05 Adjusted Awards. Notwithstanding anything to the contrary contained herein, each Adjusted Award shall be subject to terms and conditions consistent with the applicable terms and conditions set forth in the applicable Pre-Spin Plan and the award agreement in effect for such Adjusted Award immediately prior to the Distribution, each as deemed modified in order to reflect (i) the adjustment of such Adjusted Award pursuant to Article IV of the Employee Matters Agreement, (ii) that the Company is the issuer of the Common Stock subject to the Adjusted Award, and (iii) the Participant’s status as an employee, director or consultant of the Company or Worthington Industries, Inc., as applicable, following the Distribution. Without limiting the generality of the foregoing, with respect to Adjusted Awards, references to employment or service, or termination of employment or service, in this Plan (including the incorporated terms and conditions of the applicable Pre-Spin Plans, as deemed modified by the preceding sentence) and the applicable award agreement shall be deemed to refer to employment or service, or termination of employment or service, with the Company or Worthington Industries, Inc., whichever is the applicable service recipient with respect to the Participant following the Distribution. All determinations and interpretations relating to the application of this Plan and the incorporated terms and conditions of the Pre-Spin Plan (including the deemed modifications thereto) shall be made by the Board and shall be final and binding upon the Participants, the Company and all other interested persons.

For purposes of this Section 8.05, “Distribution” shall have the meaning provided in that certain the Separation and Distribution Agreement, dated November 30, 2023, between Worthington Industries, Inc. and the Company.

9.00 RESTRICTED STOCK UNITS

9.01 Nature of Award. Restricted Stock Units give a Participant the unfunded, unsecured right to receive a specified number of Shares (or cash equal to the Fair Market Value of those Shares) in the future if the terms and conditions described in the Plan and the associated Award Agreement are met during the Restriction Period. However, Restricted Stock Units will be forfeited to the extent that applicable terms and conditions have not been met before the end of the Restriction Period.

9.02 Granting Restricted Stock Units. At any time during the term of the Plan, the Board may grant Restricted Stock Units to Directors. The Award Agreement associated with each Restricted Stock Unit grant will describe the terms and conditions that must be met during the Restriction Period if the Award is to be earned and settled, the form in which the Award will be settled if it is earned and any other terms and conditions affecting the Restricted Stock Units.

9.03 Earning Restricted Stock Units. Restricted Stock Units will be:

[1] Forfeited, if the applicable terms and conditions have not been met; or

[2] Settled in the manner described in Section 9.04, if the applicable terms and conditions have been met.

9.04 Settling Restricted Stock Units. As soon as administratively feasible after the applicable terms and conditions have been met, but in no event later than the 15th day of the third month following the later of the end of the calendar year or the Company’s taxable year in which the Restricted Stock Units are no longer subject to a substantial risk of forfeiture, Restricted Stock Units will be settled [1] in full Shares equal to the number of Restricted Stock Units to be settled plus cash equal to the Fair Market Value of any fractional Share subject to a Restricted Stock Unit being settled, [2] for cash equal to the number of Restricted Stock Units to be settled, multiplied by the Fair Market Value of a Share on the settlement date, or [3] in a combination of Shares and cash computed under subsections 9.04[1] and [2]. The method of settling Restricted Stock Units will be described in the associated Award Agreement.

9.05 Rights Associated With Restricted Stock Units. Unless specified otherwise in the associated Award Agreement, a Participant will have no voting or dividend rights with respect to the Shares underlying Restricted Stock Units that have not been settled.

10.00 STOCK APPRECIATION RIGHTS

10.01 Nature of Award. A SAR gives a Participant the right to receive the difference between the Exercise Price of the SAR and the Fair Market Value of a Share on the date the SAR is exercised, but only if the terms and conditions described in the Plan and the associated Award Agreement are met before the Expiration Date. However, a SAR will be forfeited to the extent that applicable terms and conditions have not been met before the Expiration Date or to the extent that the SAR is not exercised before the Expiration Date.

10.02 Granting SARs. At any time during the term of the Plan, the Board may grant SARs to Directors. The Award Agreement associated with each SAR grant will describe the Exercise Price, the Expiration Date (which may never be later than the tenth anniversary of the Grant Date), the first date that the SAR may be exercised, procedures for exercising the SAR, the form in which the SAR will be settled if the SAR is earned and any other terms and conditions affecting the SAR.

10.03 Exercise Price. Except to the extent necessary to implement Section 3.01[3], each SAR will bear an Exercise Price at least equal to the Fair Market Value of a Share on the Grant Date.

10.04 Exercising and Settling SARs. SARs may be exercised only if all applicable terms and conditions have been met before the Expiration Date and only by sending to the Board (or its designee) a completed exercise notice (in the form prescribed by the Board). As soon as administratively feasible after the SARs are exercised, SARs will be settled in [1] full Shares equal to [a][i] the difference between the Fair Market Value of a Share on the date the SARs are exercised and the Exercise Price, multiplied by [ii] the number of SARs being exercised, and divided by [iii] the Fair Market Value of a Share on the date the SARs are exercised, plus [b] cash equal to the Fair Market Value of any fractional Share subject to the SARs being exercised, [2] cash equal to [a] the difference between the Fair Market Value of a Share on the date the SARs are exercised and the Exercise Price, multiplied by [b] the number of SARs being exercised or [3] a combination of full Shares and cash computed under subsections 10.04[1] and [2]. The method of settling SARs will be specified in the associated Award Agreement.

10.05 Rights Associated With SARs. Unless specified otherwise in the associated Award Agreement, a Participant will have no voting or dividend rights with respect to the Shares underlying an unexercised SAR.

11.00 TERMINATION/BUY OUT

11.01 Effect of Termination on Awards. Unless specified otherwise in the associated Award Agreement or the Plan, the following treatment will apply to Awards upon a Termination:

[1] Death, Disability or Retirement. If a Participant Terminates due to death, Disability or Retirement:

[a] All Options and SARs then held by the Participant (whether or not then exercisable) will become fully vested and exercisable on the Termination date and may be exercised at any time before the earlier of [i] the Expiration Date specified in the Award Agreement or [ii] the third anniversary of the Termination date.

[b] All Restricted Stock and Restricted Stock Units granted to the Participant will become fully vested on the Termination date.

[c] All Whole Shares granted to the Participant will be subject to the terms and conditions, if any, described in the associated Award Agreement.

[2] Termination for Cause. If a Participant Terminates for Cause, all Awards that are outstanding (whether or not then exercisable) will be forfeited on the Termination date.

[3] Termination for any Other Reason. If a Participant Terminates for any reason not described in Section 11.01[1] or [2], [a] all Options and SARs that are outstanding on the Termination date and which are then vested and exercisable may be exercised at any time before the earlier of [i] the Expiration Date specified in the Award Agreement or [ii] the first anniversary of the Termination date and [b] all Options and SARs that are not then vested and exercisable and all other Awards that are outstanding will be forfeited on the Termination date. Notwithstanding the foregoing, the Board will have the right, in its sole discretion, to accelerate the vesting or exercisability of any Award upon a Participant’s Termination.

11.02 Code §409A. Regardless of any other provision in the Plan or the associated Award Agreement, if a Participant becomes entitled to the payment, exercise or settlement of any Award that is subject to Code §409A upon the Participant’s Termination, the payment, exercise or settlement of such Award will not be made or permitted before the Participant Separates from Service.

11.03 Other Limits on Exercisability or Settlement. Unless otherwise specified in the associated Award Agreement or other written agreement between the Participant and the Company or any Related Entity and regardless of any other Plan provision, all Awards granted to a Participant that have not been exercised or settled will be forfeited if the Participant:

[1] Without the Board’s written consent, which may be withheld for any reason or for no reason, serves (or agrees to serve) as an officer, director, consultant or employee of any proprietorship, partnership, corporation, limited liability company or other entity or becomes the owner of a business or a member of a partnership that competes with the Company or a Related Entity or renders any service to entities that compete with the Company or a Related Entity; or

[2] Deliberately engages in any action that the Board concludes could harm the Company or any Related Entity.

11.04 Buy Out of Awards. The Board, in its sole discretion, may offer to buy for cash or by substitution of another Award (but only to the extent that the offer and the terms of the offer do not, and on their face are not likely to, generate penalties under Code §409A, violate any other applicable law or violate the provisions of Section 4.04) any or all outstanding Awards held by any Participant, other than an Award subject to Code §409A, whether or not exercisable, by providing to that Participant written notice (“Buy Out Offer”) of its intention to exercise the rights reserved in this section and other information, if any, required to be included under applicable securities laws. If a Buy Out Offer is made, the Company will transfer to each Participant accepting the offer the value of the Award to be purchased or exchanged. The Company will complete any buy out made under this section as soon as administratively feasible, but no later than 60 days, after the date of the Participant’s acceptance of the Buy Out Offer. For purposes of this Section 11.04, the value of the Award subject to a Buy Out Offer shall be: (1) in the case of an Option or SAR, the difference between (a) the aggregate Fair Market Value, as of the date of the Buy Out Notice, of the Shares underlying each exercisable Option or SAR (or portion of each Option or SAR) to be cancelled and (b) the aggregate Exercise Price associated with each such exercisable Option or SAR (or portion thereof) to be cancelled, and (2) in the case of any other Award, the aggregate Fair Market Value, as of the date of the Buy Out Notice, of the Shares subject to the Award.

12.00 EFFECT OF BUSINESS COMBINATION OR CHANGE IN CONTROL

Upon a Business Combination or a Change in Control, and unless otherwise specified in the associated Award Agreement, all of a Participant’s Awards will become fully vested and exercisable.

13.00 AMENDMENT AND TERMINATION OF PLAN AND AWARD AGREEMENTS

13.01 Termination, Suspension or Amendment of the Plan. The Board may terminate, suspend or amend the Plan at any time without shareholder approval except to the extent that shareholder approval is required to satisfy requirements imposed by [1] applicable law or [2] any securities exchange, market or other quotation system on or through which the Company’s securities are listed or traded. Also, no termination, suspension or amendment may, without the consent of the affected Participant (and except as specifically provided in the Plan or the Award Agreement), adversely affect any Award granted before the termination, suspension or amendment. However, nothing in this section will restrict the Board’s right to amend the Plan without any additional consideration to affected Participants to the extent necessary to avoid penalties to the Participants arising under Code §409A, even if those amendments reduce, restrict or eliminate rights granted under the Plan or any Award Agreement before those amendments are adopted.

13.02 Amendment and Termination of Award Agreements. Without the mutual, written consent of both the Company and the affected Participant, once issued, an Award Agreement may not be amended except as specifically provided in the Plan or the Award Agreement. However, nothing in this section will restrict the Board’s right to amend an Award Agreement without additional consideration to the affected Participant to the extent necessary to avoid penalties to the Participant arising under Code §409A, even if those amendments reduce, restrict or eliminate rights granted under the Award Agreement before those amendments are adopted.

14.00 MISCELLANEOUS

14.01 Assignability. Except as described in this section or as provided in Section 14.02, an Award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution and, during a Participant’s lifetime, may be exercised only by the Participant or the Participant’s guardian or legal representative. However, with the permission of the Board, a Participant or a specified group of Participants may transfer Awards to a revocable inter vivos trust of which the Participant is the settlor, or may transfer Awards to any member of the Participant’s immediate family, any trust, whether revocable or irrevocable, established solely for the benefit of the Participant’s immediate family, any partnership or limited liability company whose only partners or members are members of the Participant’s immediate family or an organization described in Code §501(c)(3) (“Permissible Transferees”). Any Award transferred to a Permissible Transferee will continue to be subject to all of the terms and conditions that applied to the Award before the transfer and to any other rules prescribed by the Board. A Permissible Transferee may not retransfer an Award except by will or the laws of descent and distribution and then only to another Permissible Transferee.

14.02 Beneficiary Designation. Each Participant may name a beneficiary or beneficiaries (who may be named contingently or successively) to receive or to exercise any vested Award that is unpaid or unexercised at the Participant’s death. Unless otherwise provided in the beneficiary designation, each designation made will revoke all prior designations made by the same Participant, must be made on a form prescribed by the Board and will be effective only when filed in writing with the Board. If a Participant has not made an effective beneficiary designation, the deceased Participant’s beneficiary will be his or her surviving spouse or, if none, the deceased Participant’s estate. The identity of a Participant’s designated beneficiary will be based only on the information included in the latest beneficiary designation form completed by the Participant and will not be inferred from any other evidence.

14.03 No Guarantee of Continuing Services. Except as otherwise specified in the Plan, nothing in the Plan may be construed as:

[1] Conferring on any Participant any right to continue as a Director;

[2] Guaranteeing that any Director will be selected to be a Participant; or

[3] Guaranteeing that any Participant will receive any future Awards.

14.04 Tax Withholding. The Company will withhold or collect any amount required to be remitted by the Company in advance payment of any taxes associated with the vesting, exercise or settlement of any Award. This amount may be [1] withheld from other amounts due to the Participant, [2] withheld from the value of any Award being settled or any Shares being transferred in connection with the exercise or settlement of an Award or from any compensation or other amount owing to the Participant or [3] collected directly from the Participant.

14.05 Indemnification. Each individual who is or was a member of the Board (or to whom any duties have been delegated under Section 4.02) is entitled, in good faith, to rely on or to act upon any report or other information furnished by any executive officer, other officer or other employee of the Company or any Related Entity, the Company’s independent auditors, consultants or any other agents assisting in the administration of the Plan. Board members (and any Person to whom any duties have been delegated under Section 4.02) and any officer of the Company or any Related Entity acting at the direction or in behalf of the Board or a delegee will not be personally liable for any action or determination taken or made in good faith with respect to the Plan and will, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any act or determination just described.

14.06 No Limitation on Compensation. Nothing in the Plan is to be construed to limit the right of the Company or any Related Entity to establish other plans or to pay compensation to its directors, in cash or property, in a manner not expressly authorized under the Plan.

14.07 Requirements of Law. The grant of Awards and the issuance of Shares will be subject to all applicable laws, rules and regulations (including applicable federal and state securities laws) and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system. Certificates for Shares delivered under the Plan may be subject to any stock transfer orders and other restrictions that the Board believes to be advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or other recognized market or quotation system upon which the Shares are then listed or traded, or any other applicable federal or state securities law. The Board may cause a legend or legends to be placed on any certificates issued under the Plan to make appropriate reference to restrictions within the scope of this section.

14.08 Governing Law. The Plan, and all agreements and notices hereunder, will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the State of Ohio.

14.09 No Impact on Benefits. Awards are not compensation for purposes of calculating a Participant’s rights under any employee benefit plan that does not specifically require the inclusion of Awards in calculating benefits.

14.10 Term of the Plan. The Plan will be effective on the Effective Date. Subject to Section 13.00, the Plan will terminate on the date following the tenth Annual Meeting at which Directors are elected succeeding the date on which the shareholders of the Company approve the Plan. Notwithstanding the provisions of the immediately preceding sentence, any Award outstanding on the day the Plan is terminated will continue to have force and effect in accordance with the terms of the Plan and the Award Agreement under which such Award was granted.

14.11 Rights as Shareholders. Unless otherwise specified in the associated Award Agreement or as otherwise specifically provided in the Plan, Shares acquired through an Award [1] will bear all dividend and voting rights associated with all Shares and [2] will be transferable, subject to applicable federal securities laws, the requirements of any national securities exchange or other recognized market or quotation system on which Shares are then listed or traded or any blue sky or state securities laws.

14.12 Successors. The Plan will be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of the estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

14.13 Code §409A. It is intended the Plan be exempt from Code §409A and the Treasury Regulations promulgated thereunder, and the Plan shall be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant. None of the Company, the Board, or any other Person shall have any liability with respect to a Participant in the event the Plan fails to comply with the requirements of Code §409A.

Exhibit 10.11

WORTHINGTON STEEL, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

ARTICLE I - INTRODUCTION

1.1

Name and Adoption of Plan.

The Company originally adopted the Plan effective as of the Effective Date. The Plan is a successor plan to the Grandfathered Plan for Grandfathered Participants. The Company extends the Plan to any Company Subsidiary that adopts the Plan, subject to the terms described in Section 1.7.

1.2

Purposes of Plan.

The purpose of the Plan is to provide deferred compensation for a select group of management or highly compensated employees of the Employers.

1.3

“Top Hat” Pension Benefit Plan.

The Plan is an “employee pension benefit plan” within the meaning of ERISA Section 3(2). The Plan is maintained, however, for a select group of management or highly compensated employees and, therefore, is exempt from Parts 2, 3 and 4 of Title 1 of ERISA. The Plan is not intended to qualify under Code Section 401(a).

1.4

Plan Unfunded.

The Plan is unfunded. All benefits will be paid from Employers’ general assets, which will continue to be subject to the claims of Employers’ creditors as described in Section 11.6.

1.5

Effective Date.

December 1, 2023.

1.6

Administration.

The Plan shall be administered by the Committee.

1.7

Participating Employers.

The Company may designate any Company Subsidiary as an Employer in the Plan.

As a condition to becoming an Employer, each Company Subsidiary shall be deemed to (a) designate the Committee as the entity responsible for Plan administration, (b) delegate to the Company, the Committee and the Executive Committee all power and authority to interpret, amend or terminate the Plan, as described in this document, and to discharge the duties and responsibilities described in Article VIII, (c) subject to Section 11.6, agree to make the payment of any Plan benefits accrued by its Employees under the Plan, and (d) comply with Section 11.4. An entity that ceases to be a Company Subsidiary will nevertheless remain responsible for any liabilities arising from or attributable to periods during which it was an Employer.

Notwithstanding the foregoing, any Company Subsidiary that was an Employer immediately prior to the Restatement Effective Date shall remain an Employer unless and until such Company Subsidiary ceases to be an Employer under this Plan.

ARTICLE II - DEFINITIONS AND CONSTRUCTION

2.1

Definitions.

For purposes of the Plan, the following words and phrases shall have the respective meanings set forth below, unless their context clearly requires a different meaning:

“Account” means the bookkeeping account maintained by the Committee on behalf of each Participant pursuant to Article VI. A Grandfathered Participant’s Account shall also include any bookkeeping account maintained for such Grandfathered Participant under the Grandfathered Plan immediately prior to the Effective Date.

“Affiliated Company” means any Company Subsidiary with whom the Company, would be considered a single employer under Code Sections 414(b) and (c).

“Annual Bonus Compensation” means Bonus Compensation paid with respect to any service performed during an Annual Bonus Period.

“Annual Bonus Period” means any Bonus Period of twelve months for which Bonus Compensation is determined.

“Base Salary” means the base rate of cash compensation paid by the Employers to or for the benefit of a Participant for services rendered or labor performed on or after the Effective Date including base pay a Participant could have received in cash in lieu of (i) deferrals pursuant to Section 4.1 or (ii) contributions made on his behalf to any qualified retirement or cafeteria plan maintained by the Employers for that Participant.

“Base Salary Deferral” means the amount of a Participant’s Base Salary which the Participant elects to have withheld on a pre-tax basis from his Base Salary and credited to his Account pursuant to Section 4.1. However, no Participant may defer any portion of his Base Salary that is earned before the later of the Effective Date or the first day of the Plan Year following the date that he files a properly completed Election Form with the Committee.

“Beneficiary” means the person or persons designated by the Participant in accordance with Section 7.2.

“Bonus Compensation” means the amount awarded to a Participant for a Bonus Period under the Employer’s Executive Bonus Program, Cash Profit Sharing, Amended and Restated 1997 Long-Term Incentive Plan, Annual Incentive Plan for Executives or a similar plan, including any amount the Participant could have received under such plan in cash in lieu of (i) deferrals pursuant to Section 4.1 or (ii) contributions made on his behalf to any qualified retirement or cafeteria plan maintained by the Employer for the Participant.

“Bonus Deferral” means the amount of a Participant’s Bonus Compensation which the Participant elects to have withheld on a pre-tax basis from his Bonus Compensation and credited to his account pursuant to Section 4.1.

“Bonus Period” means any fiscal quarter of the Company or such other period of twelve months or less for which Bonus Compensation is determined.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto, together with the rules, regulations and interpretations promulgated thereunder.

“Committee” means the committee appointed to administer the Plan in accordance with Article VIII.

“Common Shares” shall mean the common shares, without par value, of the Company.

“Company” means Worthington Steel, Inc. and any successor thereto.

“Company Subsidiary” means (i) any entity which is at least 100% owned, directly or indirectly, by the Company, and (ii) any other entity which is at least 40% owned, directly or indirectly, by the Company and which is designated as a Company Subsidiary for purposes of this Plan by the Company. Indirect ownership will be determined by applying rules issued under IRS Regulations §1.414(c)(4).

“Deferral Date” means the earliest of (a) the date selected by the Participant as his Deferral Date in the Election Form, which date (if not the Participant’s Separation From Service) must be at least two years after the end of the Bonus Period or pay period with respect to which the payment would otherwise be made; (b) the date of the Participant’s death; or (c) in the event of a Separation From Service for reasons other than Retirement, the Participant’s Separation From Service. If no Deferral Date is selected by the Participant, the Participant shall be deemed to have selected a Deferral Date which is the Participant’s Separation From Service.

“Deferrals” means Base Salary Deferrals, Bonus Deferrals and Employer Contributions.

“Directors” means the Board of Directors of the Company.

“Effective Date” as set forth in Section 1.5.

“Election Form” means the written agreement(s) or other form(s) or method(s), adopted from time to time for the Plan, pursuant to which the Participant designates his Beneficiary; elects the amount of his Base Salary and/or his Bonus Compensation to be deferred into the Plan; the Deferral Date; the deemed investment and/or the form of payment for such amounts. The form of the Election Form(s) may be established and changed by the Committee at any time.

“Employee” means any common-law employee of an Employer.

“Employer” means the Company or a Company Subsidiary which has become a participating Employer in the Plan. A Company Subsidiary shall cease to be an Employer at such time as agreed between the Company and the Company Subsidiary or, if earlier, the date an Employer ceases to be a Company Subsidiary.

“Employer Contribution” means the amount, as determined by each Employer, credited by the Committee to the Account of a Participant as an Employer Contribution.

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

“Executive Committee” means the Executive Committee of the Directors.

“401(k) Plan” means the Worthington Steel, Inc. Retirement Plan, as in effect from time to time.

“Grandfathered Participant” means a Participant who was a participant in the Grandfathered Plan immediately prior to the Effective Date.

“Grandfathered Plan” means the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan.

“IRS Regulations” means the laws and regulations adopted by Congress, the United States Department of Treasury or Internal Revenue Service from time to time.

“Partial-Year Bonus Compensation” means Bonus Compensation paid with respect to services performed during a Partial-Year Bonus Period.

“Partial-Year Bonus Period” means any Bonus Period of less than twelve months for which Bonus Compensation is determined.

“Participant” means each Employee who has been selected for participation in the Plan and who has become a Participant pursuant to Article III.

“Plan” means this Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan, as amended from time to time.

“Plan Year” means the twelve consecutive month period commencing January 1 of each year and ending on December 31.

“Separation From Service” means (i) with respect to a Participant whose Employer is the Company or an Affiliated Company, a “separation from service” within the meaning of IRS Regulations §1.409A-1(h) by the Participant from the Company and all Affiliated Companies or (ii) with respect to a Participant whose Employer is not the Company or an Affiliated Company, a “separation from service” within the meaning of IRS Regulations §1.409A-1(h) by the Participant from the Participant’s Employer and all entities with whom the Participant’s Employer would be treated as a single employer under Code Sections 414(b) and (c).

“Theoretical Shares” shall mean those hypothetical Common Shares computed and credited to a Participant’s Account in accordance with Section 5.1(b) of this Plan.

“Unforeseeable Emergency” means a severe financial hardship to the Participant within the meaning of IRS Regulations §1.409A-3(i)(3) resulting from (a) an illness or accident of the Participant or the Participant’s spouse, Beneficiary or dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) thereof), (b) loss of the Participant’s property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

“Valuation Date” means the date the Accounts in the Plan are adjusted to reflect earnings and losses in accordance with the hypothetical investment directions, as set from time to time by the Committee.

2.2

Number and Gender.

Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

2.3

Headings.

The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the rest of the Plan, the text shall control.

ARTICLE III - PARTICIPATION AND ELIGIBILITY

3.1

Participation.

Participants in the Plan are those Employees who are both (a) members of a select group of highly compensated or management Employees of their Employer, as determined by the Committee, and (b) selected by the Committee, in its sole discretion, to be Participants. Participants in the Plan also include Grandfathered Participants. The Committee shall notify each Participant of his selection as a Participant and the time his participation may start which shall be effective as described in Section 3.2. A Participant shall remain eligible to continue participation in the Plan until his participation ceases as set forth below in Section 3.3.

3.2

Commencement of Participation.

An Employee may commence participation in the Plan on the later of (i) the date the Committee approves his participation or (ii)(A) with respect to Base Salary and Partial-Year Bonus Deferrals, as of the beginning of the Plan Year immediately following the date he returns to the Committee a properly completed Election Form or (B) with respect to Annual Bonus Deferrals as of the beginning of the Annual Bonus Period. However, none of the Company, the Employer, the Committee, the Plan or any other person shall be liable to any person if the Committee inadvertently fails to notify him of his eligibility to be a Participant.

An Employee or a Grandfathered Participant who was participating in this Plan on the Effective Date shall remain a Participant unless and until he ceases to be a Participant in accordance with Section 3.3.

3.3

Cessation of Participation.

Notwithstanding any provision herein to the contrary, an individual who has become a Participant in the Plan shall cease to be a Participant hereunder effective as of the earliest of the date (a) he dies, (b) he otherwise ceases to be an Employee of at least one of the Employers, (c) he ceases to be a member of his Employer’s select group of highly compensated or management employees but remains an Employee of any Employer, (d) he is designated by the Committee as no longer a Participant or (e) his Employer ceases to be a Company Subsidiary or an Employer (but only if he is then an Employee of the affected Employer); provided, however, that any Deferral elections effective for the Plan Year in which participation ceases shall remain effective to the extent required by IRS Regulations. The Committee or the Company will notify a Participant who is still an Employee if he is no longer eligible to be a Participant. A person who has ceased to actively participate in the Plan as described in this Section will continue to be entitled to all rights and benefits (and subject to all limitations) described in the Plan other than the right to make additional Base Salary or Bonus Deferrals or to receive additional Employer Contributions.

ARTICLE IV - DEFERRALS

4.1

Deferrals by Participant.

Any Participant, including a Grandfathered Participant, who desires to defer any portion of his Base Salary and/or Bonus Compensation must complete and deliver an Election Form to the Committee in such form as may then be prescribed and at the time set forth below.

(a) Base Salary. The Election Form to defer Base Salary for any Plan Year must be filed no later than December 31 of the immediately preceding Plan Year.

(b) Partial-Year Bonus Compensation. The Election Form to defer Partial-Year Bonus Compensation for any Plan Year must be filed no later than December 31 of the immediately preceding Plan Year in which the Partial-Year Annual Bonus Period begins.

(c) Annual Bonus Compensation. The Election Form to defer Annual Bonus Compensation for any Plan Year must be filed no later than the date that is six (6) months before the end of the performance period on which the Performance Bonus is based (or, if earlier, the date on which such Annual Bonus Compensation becomes readily ascertainable).

(d) Revocation of Deferral Elections. Except as provided in Section 7.4, a Base Salary Deferral and/or Bonus Deferral shall be irrevocable after the last day on which a Base Salary Deferral and/or Bonus Deferral may be made, as set forth above. The Committee, in its discretion, may set limits on the amount of Base Salary and/or Bonus Compensation that may be deferred under the Plan; provided that any changes in such limits may not apply to any Plan Year for which deferral elections have become irrevocable.

(e) Carryover Elections for Grandfathered Participants. Deferral and payment elections for Grandfathered Participants as in effect under the Grandfathered Plan on the Effective Date shall continue to apply to the Grandfathered Participant’s Grandfathered Plan Account.

4.2

Time of Crediting of Deferrals.

Base Salary Deferrals and Bonus Deferrals shall be credited to the Account of each Participant at the same time as the Base Salary or Bonus Compensation would have otherwise been paid.

4.3

Employer Contributions.

The Employer may determine, in its sole discretion, to make Employer Contributions for any Participant or Participants as it elects. The amount of any Employer Contribution to be made for any Participant shall be determined in such manner as his Employer shall, in its sole discretion, deem appropriate and may be a different amount (or no amount) for each Plan Year and for each Participant. Employer Contributions shall be in the form of a credit to the Participant’s Account.

4.4

Timing of Employer Contributions.

Employer Contributions will be credited to the Participant’s Account as of the date specified by the Employer or, if no date is specified, as soon as administratively practical after they are declared.

A Participant shall be notified within a reasonable time of any Employer Contribution to be made on his behalf under the Plan.

4.5

Vesting.

A Participant shall be fully vested in his Account at all times except to the extent that the Employer establishes a deferred vesting schedule to apply to Employer Contributions made on or after the time the deferred vesting schedule is established.

ARTICLE V - EARNINGS

5.1

Earnings and Investment.

(a) Until changed by an amendment to this Plan, made in accordance with the provisions of Section 11.4 of this Plan, the investment options available under this Plan for purposes of crediting earnings on all or a portion of a Participant’s Account shall be: (i) those investment options available under the 401(k) Plan as in effect from time to time; (ii) the Theoretical Shares option; and (iii) the Fixed Interest Rate option. Notwithstanding the foregoing, the Committee in its sole discretion may limit the investment options available for former Participants who are no longer Employees or who are receiving installment payment distributions of their Account balances under this Plan.

(b) Theoretical Shares. If a Participant elects to have his Account credited to the Theoretical Shares option, the amount to be credited, as of the date of such crediting, shall be divided by the then Fair Market Value of the Common Shares (as defined below) and the Participant’s Account shall be credited with the resulting number of Theoretical Shares. The portion of the Participant’s Account credited to the Theoretical Shares option shall be credited with cash dividends with respect to the Theoretical Shares at the time and equal in amount to the cash dividends which would have been paid on the Theoretical Shares if they had been issued and outstanding Common Shares on and after the date the Theoretical Shares were credited to the Participant’s Account; and at such time, the amount of cash dividends credited to the Participant’s Account shall be divided by the then Fair Market Value of the Common Shares and the Theoretical Shares option portion of the Participant’s Account shall be credited with the resulting number of Theoretical Shares.

“Fair Market Value of the Common Shares” shall be the closing sale price of the Common Shares for the last date immediately prior to the date of valuation. If the Common Shares cease to be publicly traded, the Committee shall select, in its discretion, an appropriate method for determining the Fair Market Value of the Common Shares.

In the event of any reclassification, recapitalization, reorganization, merger, consolidation, spin-off, split-up, reverse stock split or other corporate transaction affecting the Common Shares, the number of Theoretical Shares credited to the Theoretical Shares option portion of a Participant’s Account shall be appropriately adjusted to reflect such transaction, without any further action being required on the part of the Company, the Committee, the Participant or any other person.

between the Company and Worthington Industries, Inc. dated as of [date]), and dividing by (ii) the closing price per share of Worthington Industries, Inc. trading the regular way with due bills on the last trading day immediately preceding the distribution date (as that term is defined under the Separation and Distribution Agreement by and between the Company and Worthington Industries, Inc. dated as of [date]), rounded down to the nearest whole share.

The portion of a Participant’s Account credited to the Theoretical Shares option shall, upon distribution in accordance with this Plan, be paid in the form of whole Common Shares; provided, however, that a Participant will be paid cash (based on the Fair Market Value of the Common Shares) in lieu of any fractional Common Shares otherwise payable in respect of the amount credited to the Theoretical Shares option. The portion of a Participant’s Account credited to any investment option other than Theoretical Shares shall, upon distribution in accordance with this Plan, be paid in cash. Any amounts required to be withheld in accordance with Section 11.3 of this Plan may, upon the prior written election of the Participant, be satisfied by either (i) an equivalent reduction in the amount otherwise payable to the Participant in the form of cash as a distribution pursuant to Article VII of this Plan or (ii) an equivalent reduction in the number of Common Shares (based upon the Fair Market Value of the Common Shares) otherwise payable to the Participant as a distribution pursuant to Article VII of this Plan or (iii) a combination of (i) and (ii); provided that, to the extent any such withholding requirement cannot be satisfied in full in the manner elected by the Participant, the remainder of the required withholding amount shall be satisfied through a reduction in the amount of cash or the number of Common Shares (based upon the Fair Market Value of the Common Shares), as appropriate, which would have otherwise been payable to the Participant as a distribution pursuant to Article VII of this Plan.

(c) Fixed Interest Rate. If a Participant elects to have all or any portion of his Account credited to the Fixed Interest Rate option, the portion of the Participant’s Account credited to the Fixed Interest Rate option shall be credited with interest compounded annually at the rate determined by the Committee. If the Committee does not otherwise set the Fixed Interest Rate, the Fixed Interest Rate for a Plan Year shall be the Applicable Federal Mid-Term Interest Rate for the month of January of that Plan Year.

5.2

Selection of Investment Option.

The Participant shall select the investment option for his Account in an Election Form. The Participant may change the investment option for his Account as of the time permitted under the 401(k) Plan for the same investment option; provided, however, that any portion of a Participant’s Account credited to the Theoretical Shares option in the Plan or in the Grandfathered Plan shall remain credited to the Theoretical Shares option until distributed pursuant to Article VII of this Plan. If a Participant does not select an investment option for all or any portion of the Participant’s Account, the Fixed Interest Rate option shall apply to such portion of the Participant’s Account.

ARTICLE VI - ACCOUNTS

6.1

Establishment of Accounts.

The Committee will establish a separate bookkeeping account for each Participant and will include any Grandfathered Participant’s account maintained under the Grandfathered Plan. Such account shall be credited with the Base Salary Deferrals and Bonus Deferrals made by the Participant pursuant to Section 4.1, and Employer Contributions made by the Employer pursuant to Section 4.3 and credited or charged, as the case may be, with the hypothetical investment results determined pursuant to Article V and taxes described in Section 6.4.

6.2

Subaccounts.

Within each Participant’s bookkeeping account, separate subaccounts shall be maintained to the extent necessary for the administration of the Plan. For example, it may be necessary to maintain separate subaccounts where the Participant has specified different Deferral Dates, methods of payment or investment directions. Also, the Committee will separately account for amounts credited for each Participant while the Participant was an Employee of each Employer and will use this subaccount to account for Base Salary Deferrals, Bonus Deferrals and Employer Contributions (and attributable earnings, losses and taxes described in Section 6.4) attributable to the Participant’s employment with each Employer. In addition, the Committee will maintain separate subaccounts for Grandfathered Participants’ account under the Grandfathered Plan.

6.3

Hypothetical Nature of Accounts.

The Accounts (or subaccounts) established under this Article VI shall be hypothetical in nature and shall be maintained for bookkeeping purposes only, so that earnings and losses on the Base Salary Deferrals, Bonus Deferrals and Employer Contributions made to the Plan can be credited (or charged, as the case may be). Neither the Plan nor any of the Accounts (or subaccounts) established hereunder shall hold any actual funds or assets. The right of any person to receive one or more payments under the Plan shall be an unsecured claim against the general assets of the Employer for whom the Participant was an Employee when the Deferral (including attributable earnings and losses) was credited. Any liability of the Company, any Employer, the Committee or any other person to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by the Plan. Neither the Employers, their directors, officers or employees, nor any other person shall be deemed to be a trustee of or fiduciary with respect to any amounts to be paid under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between any Employer and a Participant, former Participant, Beneficiary, or any other person.

6.4

Reduction for Taxes.

Any employment or other taxes (such as wage taxes) that are imposed on Base Salary or Bonus Deferrals or Employer Contributions when those amounts are credited to a Participant’s Account will be assessed against the affected Participant’s other compensation or, to the extent his other compensation is not sufficient to pay those taxes, the Participant will remit to the Company or Company Subsidiary an amount equal to the taxes required to be withheld.

ARTICLE VII - PAYMENT OF ACCOUNT

7.1

Distribution After Deferral Date

(a) Time of Distribution. Distribution of that portion of a Participant’s Account or subaccount maintained with respect to the amount deferred, as the case may be, which is not previously distributed under the terms of the Plan shall be made as soon as practicable, but in no event more than 90 days, following the Deferral Date.

Notwithstanding the foregoing, the distribution of that portion of a Participant’s Account or subaccount maintained with respect to the amount deferred, as the case may be, which is not previously distributed under the terms of the Plan shall not be made until the first day of the seventh month following the Deferral Date which is the Separation from Service.

(b) Form of Payment or Payments. A Participant’s Account balance shall be distributed in accordance with the form of payment elected by the Participant on the Election Form(s) to which such amounts relate, which Election Form(s) must be submitted no later than the dates described in Section 4.1. An Account or subaccount of a Grandfathered Participants shall be distributed in accordance with the form of payment elected by the Grandfathered Participant on the Election Form(s) filed with the Grandfathered Plan to which such amounts relate. Once a form of payment has been selected by a Participant, or a Grandfathered Participant, such election may only be changed in accordance with Section 7.6. The form of payment with respect to amounts and the earnings credited thereon may be in any of the following forms:

(i) A lump sum; or

(ii) Other methods that the Committee, in its sole discretion, may allow.

Installment payments, if permitted, shall be paid annually during January of each Plan Year following the Deferral Date. Each installment payment shall be determined by multiplying the Account balance by a fraction, the numerator of which is one and the denominator of which is the number of remaining installment payments to be made to the Participant. Anything contained herein to the contrary notwithstanding, total distribution of a Participant’s account must be made by the date such Participant attains age 85.

If a Participant makes no election as to the form of payment, that Participant’s form of payment shall be a lump sum.

7.2

Distributions upon Death.

(a) Distribution on Death. Upon the Participant’s death, the Participant’s Account shall be distributed to the Participant’s Beneficiary in the form specified by the Participant from among those available under Section 7.1(b).

(b) Designation of Beneficiaries. Each Participant shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. A beneficiary designation shall be made by executing the beneficiary designation portion of the Election Form and filing the same with the Committee. Any such designation may be changed at any time by execution of a new beneficiary designation portion of the Election Form in accordance with this Section. A Grandfathered Participant’s beneficiary designation made pursuant to the Grandfathered Plan shall remain in effect until changed. If no such designation is

on file with the Committee at the time of death of the Participant or such designation is not effective for any reason as determined by the Committee, then the designated beneficiary or beneficiaries to receive such benefit shall be the Participant’s surviving spouse, if any, or if none, the executor, personal representative, or administrator of the Participant’s probate estate, or his heirs-at-law, if there is no administration of such Participant’s probate estate.

7.3

Unclaimed Benefits.

If the Committee is unable to locate the Participant or Beneficiary to whom a benefit is payable under this Plan, such benefit may be forfeited to the Employer or Employers for whom the Participant was an Employee when the forfeited Deferral or Employer Contribution was credited to his Account, upon the Committee’s determination.

7.4

Hardship Withdrawals.

A Participant may request a distribution from all or part of his Account upon the occurrence of an Unforeseeable Emergency. As a condition of receiving a distribution under this Section 7.4, the Participant must file a written application with the Committee specifying the nature of the Unforeseeable Emergency, the amount needed to address the Unforeseeable Emergency and supplying any other information the Committee, in its discretion, may need to ensure that the conditions specified in this Section 7.4 are satisfied. The Committee shall, in its sole discretion, determine whether an Unforeseeable Emergency exists and distribute an amount to the Participant which shall not be greater than the amount reasonably necessary to satisfy the emergency need (plus the amount necessary to pay any Federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution) or, if less, the value of the Participant’s Account as of the distribution date.

A distribution on account of an Unforeseeable Emergency may not be made to the extent such emergency is or may be relieved through a cancellation of Deferrals under this Plan, reimbursement or compensation from insurance or otherwise, or by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause a severe financial hardship.

7.5 Payout of Small Accounts.

Notwithstanding any provision in this Article VII to the contrary, if the total of the Participant’s Account under the Plan and his Account under all other arrangements that, with this Plan, would be treated as a single nonqualified deferred compensation plan (within the meaning of IRS Regulation §1.409A-1(c)(2)) is less than the limit described in Code Section 402(g)(1)(B) for the Plan Year in which the Date of Deferral occurs, such Participant’s Account may be distributed in a lump sum, but only if payment results in the termination and liquidation of the Participant’s entire interest in this Plan and all other arrangements that, along with this Plan, would be treated as a single nonqualified deferred compensation plan (as determined under IRS Regulation §1.409A-1(c)(2)).

7.6

Changes to Deferral Date or Form of Payment.

A Participant or Grandfathered Participant may change the form of payment of his Account or Deferral Date by filing an amended Election Form with the Committee; provided, however, that (i) any such change to an existing election may not take effect until at least twelve months after

the date on which such Election Form is filed; (ii) the payment with respect to which such election is made must be deferred (other than due to death or Unforeseeable Emergency) for a period of at least five years from the date such payment would otherwise have been made (or, in the case of installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid); and (iii) any election affecting a distribution at a specified time must be made not less than twelve months before the date the amount is scheduled to be paid (or, in the case of installment payments treated as a single payment, twelve months before the date the first amount was scheduled to be paid).

ARTICLE VIII - ADMINISTRATION

8.1

Committee.

The Plan shall be administered by a Committee appointed by the Executive Committee or the Directors. If no other Committee is so appointed, the Committee shall be the Compensation Committee of the Directors. The Committee shall be responsible for approving an Employer’s designation of an Employee to be a Participant and for the general operation and administration of the Plan and for carrying out the provisions thereof. The Committee may delegate to others certain aspects of the management and operational responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

8.2

General Powers of Administration.

The Committee shall have all powers necessary or appropriate to enable it to carry out its administrative duties. Not in limitation, but in application of the foregoing, the Committee shall have the duty and power to interpret the Plan and determine all questions that may arise hereunder as to the status and rights of Employees, Participants, and Beneficiaries. The Committee may exercise the powers hereby granted in its sole and absolute discretion. No member of the Committee shall be personally liable for any actions taken by the Committee unless the member’s action involves gross negligence or willful misconduct.

8.3

Indemnification of Committee.

The Company and all Employers shall indemnify the members of the Committee against any and all claims, losses, damages, and expenses, including attorney’s fees, incurred by them, and any liability, including any amounts paid in settlement with their approval, arising from their action or failure to act, except when the same is judicially determined to be attributable to their gross negligence or willful misconduct.

8.4

Costs of Administration.

The costs of administering the Plan shall be borne by each Employer (in proportion to number of their Employees who are Participants).

ARTICLE IX - DETERMINATION OF BENEFITS, CLAIMS

PROCEDURE AND ADMINISTRATION

9.1

Claims.

A person who believes that he is being denied a benefit to which he is entitled under the Plan (hereinafter referred to as a “Claimant”) may file a written request for such benefit with the Committee, setting forth his claim. The request must be addressed to the Committee at the Company’s then principal place of business.

9.2

Claim Decision.

Upon receipt of a claim, the Committee shall advise the Claimant that a reply will be forthcoming within 90 days and shall, in fact, deliver such reply within such period. The Committee may, however, extend the reply period for an additional 90 days for reasonable cause.

If the claim is denied in whole or in part, the Committee shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth:

(1)

The specific reason or reasons for such denial;

(2)

The specific reference to pertinent provisions of the Plan on which such denial is based;

(3)

A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary.

(4)

Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(5)

The time limits for requesting a review under Section 9.3 and for review under Section 9.4 hereof.

9.3

Request for Review.

Within 60 days after receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Executive Committee review the determination of the Committee. Such request must be addressed to the Executive Committee, at the Company’s then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Executive Committee. If the Claimant does not request a review of the Committee’s determination by the Executive Committee within such 60-day period, he shall be barred and estopped from challenging the Committee’s determination.

9.4

Review of Decision.

Within 60-days after the receipt of a request for review, the Executive Committee will review the determination rendered by the Committee. After considering all materials presented by the Claimant, the Executive Committee will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the 60 day time period be extended, the Executive Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review.

ARTICLE X - CHANGE IN CONTROL

10.1

Effect of Change in Control.

Notwithstanding any provision to the contrary contained herein, but subject to the following sentence, in the event of a Change in Control that affects an Employer, the Plan shall be terminated as to such Employer and the Employees thereof and the Accounts of such Employees shall be paid out as of the date of such Change in Control, but only to the extent of the portion of the Account attributable to Deferrals made while an Employee of that Employer.

10.2

Definitions: For purposes of this Article X, the following terms shall have the meanings set forth below:

(a) Change in Control.

(i) A “Change in Control” with respect to the Company occurs on the earliest date that (A) a Person or Group acquires ownership of stock of the Company that, together with stock held by such Person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; or (B) any Person or Group acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person or Group) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company (other than an acquisition by John P. McConnell or any group controlled by John P. McConnell); or (C) a majority of the members of the Board of Directors of the Company is replaced during any twelve-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date that such appointments or elections are made; or (D) any Person or Group (other than an Excluded Person) acquires (or has acquired) during the twelve-month period ending on the date of the most recent acquisition by such Person or Group, assets from the Company that have a total Gross Market Value equal to or more than 65% of the total Gross Market Value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

(ii) A “Change in Control” with respect to any Company Subsidiary occurs on the earliest date that (A) a Change in Control occurs with respect to the Company; or (B) a Person or Group acquires ownership of stock of the Company Subsidiary that, together with stock held by such Person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company Subsidiary and following such acquisition, the Company owns less than 40% of the total fair market value or voting power of such Company Subsidiary.

Notwithstanding the foregoing, no event shall be considered a Change in Control if it would not be considered a “change in control event” within the meaning of IRS Regulations §1.409A-3(i)(5).

(b) “Excluded Person” means (i) a shareholder of the Company or Employer, as applicable, in exchange for or with respect to its stock; (ii) the Company, any wholly-owned Company Subsidiary or any entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company or Employer, as applicable; (iii) a Person or Group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company or Employer, as applicable; or (iv) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 10.2(b)(iii).

(c) “Gross Market Value” means the value of the assets of the Company or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(d) “Group” shall mean more than one Person acting as a “group” within the meaning of IRS Regulations §1.409A-3(i)(5).

(f) “Person” means any individual, firm, corporation, or other entity.

10.3 Consistency with IRS Regulations: In all cases, the provisions of and definitions used in this Article X shall be interpreted in accordance with the provisions of the IRS Regulations.

ARTICLE XI - MISCELLANEOUS

11.1

Plan Not a Contract of Employment.

The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between any Employer and any person or to be a commitment for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of any Employer or to restrict the right of any Employer to discharge any person at any time; nor shall the Plan be deemed to give any Employer the right to require any person to remain in the employ of any Employer or to restrict any person’s right to terminate his employment at any time.

11.2

Non-Assignability of Benefits.

No Participant, Beneficiary or distributee of benefits under the Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder, which are expressly declared to be unassignable and non-transferable. Any such attempted assignment or transfer shall be void. No amount payable hereunder shall, prior to actual payment thereof, be subject to seizure by any creditor of any such Participant, Beneficiary or other distributee for the payment of any debt, judgment, or other obligation, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy, insolvency or death of such Participant, Beneficiary or other distributee hereunder. Except as otherwise required by law, no accelerated distribution will be made with respect to a divorce, dissolution or other division of property rights.

11.3

Withholding.

All deferrals and payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required of the Employers under any applicable local, state or federal law.

11.4

Amendment and Termination.

The Directors may from time to time, in their discretion, amend, in whole or in part, any or all of the provisions of the Plan; provided, however, that no amendment may be made which would impair the rights of a Participant with respect to amounts already allocated to his Account (unless the affected Participant consents in writing to the application of that amendment), but this provision shall not be read to restrict the authority of the Directors or the Executive Committee or the Committee to change or limit investment options. The Directors or the Executive Committee may terminate the Plan at any time, provided, however, that no termination shall in and of itself

cause an acceleration of the distribution of Accounts under the Plan, except to the extent permitted by applicable IRS Regulations. Each Company Subsidiary that is an Employer under this Plan hereby agrees that, if the Plan is terminated pursuant to this Section 11.4, each will take all necessary steps to terminate the Plan in accordance with this Section 11.4 and Code Section 409A, to the extent applicable. Any such amendment to or termination of the Plan shall be in writing and signed by a member of the Executive Committee or an officer of the Company and will bind each Employer without separate action.

11.5

No Trust Created.

Nothing contained in this Plan, and no action taken pursuant to its provisions by either party hereto, shall create, nor be construed to create, a trust of any kind or a fiduciary relationship between the Company or any Employer and the Participant, his Beneficiary, or any other person. The Company may establish a “grantor trust” (so-called “Rabbi Trust”) which is within the jurisdiction of the courts of the United States, and is permitted by IRS Regulations, to aid in meeting the obligations created under this Plan, but the Company intends that the assets of any such Rabbi Trust will at all times remain subject to the claims of the Employers’ general creditors (to the extent of the amounts credited for a Participant while he was an Employee of that particular Employer), and that the existence of any such trust will not alter the characterization of the Plan as “unfunded” for purposes of ERISA, and will not be construed to provide income to any Participant prior to actual payment under this Plan.

11.6

Unsecured General Creditor Status of Employee.

The payments to Participant, his Beneficiary or any other distributee hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Employer for whom the Participant was an Employee when the Deferrals to which the claim relates was credited to the claiming Participant’s Account; no person shall have or acquire any interest in any such assets by virtue of the provisions of this Plan. The obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that the Participant, a Beneficiary, or other distributee acquires a right to receive payments from the Plan under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Employer for whom the Participant was an Employee when the Deferrals to which the claim relates was credited to the claiming Participant’s Account; no such person shall have nor require any legal or equitable right, interest or claim in or to any property or assets of any Employer.

In the event that, in its discretion, the Employer purchases an insurance policy or policies insuring the life of the Participant (or any other property) to allow the Employer to recover the cost of providing the benefits, in whole, or in part, hereunder, neither the Participant, his Beneficiary or other distributee shall have nor acquire any rights whatsoever therein or in the proceeds therefrom. The Employer shall be the sole owner and beneficiary of any such policy or policies and, as such, shall possess and may exercise all incidents of ownership therein. Except to the extent the Company may establish a Rabbi Trust as described in Section 11.5, no such policy, policies or other property shall be held in any trust for a Participant, Beneficiary or other distributee or held as collateral security for any obligation hereunder. The existence of any such Rabbi Trust does not give a Participant, Beneficiary or other distributee, any interest, direct or beneficial, in any policy, policies or other property held in such a trust. A Participant’s participation in the underwriting or other steps necessary to acquire such policy or policies may be required by the Committee and, if required, shall not be a suggestion of any beneficial interest in such policy or policies to a Participant.

11.7

Severability.

If any provision of this Plan shall be held illegal for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be constructed and enforced as if said illegal or invalid provision had never been included herein.

11.8

Binding Effect.

This Plan shall be binding on each Participant and his heirs and legal representatives and on the Company and each Employer and its successors and assigns.

11.9

Governing Laws.

All provisions of the Plan shall be construed in accordance with the laws of Ohio, except to the extent preempted by federal law.

11.10

Entire Agreement.

This document and any amendments and any Election Form(s) contain all the terms and provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being of no effect.

11.11 Code Section 409A.

This Plan is intended to comply with the requirements of Code Section 409A and the IRS Regulations promulgated thereunder and, to the maximum extent permitted by law, shall be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant, and none of the Employers, Directors, the Executive Committee or the Committee shall have any liability with respect to any failure to comply with Code Section 409A. The Company may accelerate the time or schedule of payment of a Participant’s Account at any time this Plan fails to meet the requirements of Code Section 409A. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A.

Exhibit 10.12

WORTHINGTON STEEL, INC.

DEFERRED COMPENSATION PLAN FOR DIRECTORS

Section 1. Purpose

The Company established this deferred compensation plan to provide the Directors of the Company with the option to defer the payment of their Directors Fees. This Plan is effective as to Directors Fees which are paid with respect to fees earned on or after the Effective Date. This Plan is a successor plan to the Grandfathered Plan for Grandfathered Participants.

Section 2. Definitions

2.1 “Account” shall mean the bookkeeping account on which the amount of Directors Fees that is deferred by a Participant shall be recorded and credited with investment gains or losses in accordance with the Plan. A Grandfathered Participant’s Account shall also include any bookkeeping account maintained for such Grandfathered Participant under the Grandfathered Plan immediately prior to the Effective Date.

2.2 “Beneficiary” shall mean the person designated by a Participant in accordance with the Plan to receive payment of any remaining balance in his Account in the event of the Participant’s death.

2.3 “Board of Directors” shall mean the Board of Directors of the Company.

2.4 “Code” means the Internal Revenue Code of 1986, as amended.

2.5 “Committee” shall mean the committee appointed by the Board of Directors to administer the Plan. If no committee is specifically named by the Board of Directors to administer the Plan, the “Committee” shall mean the Compensation Committee of the Board of Directors.

2.6 “Common Shares” shall mean the common shares, without par value, of the Company.

2.7 “Company” shall mean Worthington Steel, Inc., an Ohio corporation, its corporate successors and the surviving corporation resulting from any merger or acquisition of Worthington Steel, Inc. with or by any corporation or corporations.

2.8 “Date of Deferral” shall mean the date to which payment of the Participant’s Directors Fees is deferred in accordance with this Plan. The Date of Deferral shall be the earliest of (i) the date selected by the Participant in the Election Form, which date must be at least two years after the end of the Plan Year with respect to which the payment would otherwise be made, (ii) the date of the Participant’s death, or (iii) the date the Participant Separates from Service as a Director, unless the Participant elects a different Date of Deferral, his Date of Deferral shall be the date he Separates from Service as a Director.

2.9 “Director” shall mean any member of the Board of Directors of the Company who is not an employee of the Company.

2.10 “Directors Fees” shall mean fees owed to the Directors by the Company for their services as Directors including retainers, board meeting fees, committee meeting fees and other similar fees, if any.

2.11 “Effective Date” means December 1, 2023.

2.12 “Election Form” means the written form or other method pursuant to which the Participant elects the amount of his Directors Fees to be deferred into the Plan, the Date of Deferral, the deemed investment and/or the form of payment for such amounts.

2.13 “401(k) Plan” means the Worthington Steel, Inc. Retirement Plan, as in effect from time to time.

2.14 “Grandfathered Participant” means a Director of the Company who was a participant in the Grandfathered Plan immediately prior to the Effective Date.

2.15 “Grandfathered Plan” means the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended.

2.16 “IRS Regulations” shall mean the laws and regulations adopted by Congress or issued by the U.S. Department of Treasury or the Internal Revenue Service under the Code.

2.17 “Participant” shall mean any Director who has elected to defer payment of all or any portion of his Directors Fees in accordance with the Plan and who still has an Account under the Plan.

2.18 “Plan” shall mean the “Worthington Steel, Inc. Deferred Compensation Plan for Directors” as set forth herein, as the same may be amended from time to time.

2.19 “Plan Year” shall mean the calendar year.

2.20 “Separates from Service” means a “separation from service” of a Director within the meaning IRS Regulations §1.409A-1(h).

2.21 “Theoretical Shares” shall mean those hypothetical Common Shares computed and credited to a Participant’s Account in accordance with Section 5.2(b) of this Plan.

2.22 “Unforeseeable Emergency” means a severe financial hardship to the Participant within the meaning of IRS Regulations §1.409A-3(i)(3) resulting from (a) an illness or accident of the Participant or the Participant’s spouse, Beneficiary, or dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)), (b) loss of the Participant’s property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.23 “Valuation Date” shall mean the date the Accounts in the Plan are adjusted to reflect earnings and losses in accordance with the hypothetical investment directions, as set from time to time by the Committee.

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Section 3. Administration

3.1 Power of the Committee

The Plan shall be administered by the Committee. The Committee shall have full power to construe and interpret the Plan, to establish and amend rules and regulations for administration of the Plan, and to take any and all actions necessary or desirable to effectuate or carry out the Plan.

The Committee may exercise the powers hereby granted in its sole and absolute discretion. No member of the Committee shall be personally liable for any actions taken by the Committee unless the member’s action involves willful misconduct. The Committee may delegate to others certain aspects of the management and operational responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

3.2 Actions Final

All actions taken by the Committee under or with respect to the Plan shall be final and binding on all persons. No member of the Committee shall be liable for any action taken or determination made in good faith.

3.3 Books and Records

The books and records to be maintained for the purpose of the Plan shall be maintained by the officers and employees of the Company at the Company’s expense and subject to the supervision and control of the Committee. The Company may hire a third party to maintain all or a part of the Plan’s books and records.

3.4 Action by the Committee

The Committee shall act by a majority of its members at the time in office, and such action may be taken either by vote at a meeting or in writing. If a Participant is serving as a member of the Committee, he shall not be entitled to vote on matters specifically relating to his rights under the Plan; provided, however, that this provision shall not prevent such person from voting on matters which, although they may affect his rights, relate to Participants in general.

3.5 Indemnification of Committee

The Company shall indemnify the members of the Committee against any and all claims, losses, damages, expenses, including attorney’s fees, incurred by them, and any liability, including any amounts paid in settlement with their approval, arising from their action or failure to act, except when the same is judicially determined to be attributable to their willful misconduct.

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Section 4. Eligibility and Participation

4.1 Eligibility

Each Director is eligible to become a Participant in the Plan. Participants are those Directors who elect to defer Directors Fees under the Plan. A Director’s eligibility to defer Directors Fees shall cease when he dies or otherwise ceases to be a Director of the Company.

4.2 Election to Defer

Any Director who desires to defer the payment of any portion of his Directors Fees for any Plan Year must complete and deliver an Election Form to the Committee (in substantially the form approved by the Committee from time to time) no later than December 31 of the immediately preceding Plan Year in which the applicable fee is earned. (Retainers shall be earned commencing the first day of the fiscal year, the fiscal quarter or other period as to which they relate. Meeting fees shall be earned by attendance at the meeting). Notwithstanding the foregoing, and in the discretion of the Committee, a Participant may elect to defer any portion of Directors Fees by completing and delivering an Election Form to the Committee no later than 30 days after the Participant first becomes eligible to participate in this Plan with respect to any Directors Fees for which services will be performed after such election is made. For this purpose, a Participant is first eligible to participate in this Plan if he is not a participant in any other arrangement that, along with this Plan, would be treated as a single nonqualified deferred compensation plan within the meaning of IRS Regulations §1.409A-1(c)(2).

Any election made pursuant to this Section 4.2 shall be irrevocable once such Plan Year begins.

4.3 The Election Form

A Participant shall designate on an Election Form (i) the portion of his Directors Fees he desires to defer, (ii) the Date of Deferral, and (iii) the method of payment of his Account. Payment of the Account shall be made in accordance with Section 6. The Participant shall also designate the investment option selected for his Account on an Election Form. The elections described in the first sentence of this Section 4.3 must be made no later than the date described in Section 4.2.

If a Participant makes no election as to the form of payment, that Participant’s form of payment shall be a lump sum.

Notwithstanding the foregoing, deferral and payment elections for Grandfathered Participants as in effect under the Grandfathered Plan on the Effective Date shall continue to apply to the Grandfathered Participant’s Grandfathered Plan Account.

4.4 Sub-Accounts

In the event a Participant makes different elections as to the method of payment or as to the time for commencement of payments with respect to Directors Fees deferred for different fees, for purposes of determining the amounts to be paid under each election, the Participant shall be treated as if he had a separate sub-account for Directors Fees deferred pursuant to the differing elections. In addition, a Grandfathered Participant Participant’s Grandfathered Plan Account shall be maintained under a separate sub-account and shall be paid according to the form of payment election made under the Grandfathered Plan.

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4.5 Carryover Elections for Grandfathered Participants. Deferral and payment elections for Grandfathered Participants as in effect under the Grandfathered Plan on the Effective Date shall continue to apply to the Grandfathered Participant’s Grandfathered Plan Account.

Section 5. Deferred Compensation Account

5.1 Crediting Fees

The Directors Fees which a Participant elects to defer shall be treated as if they were set-aside in an Account on the date the Directors Fees would otherwise have been paid to the Participant.

5.2 Investment Options – General

(a) Until changed by an amendment to this Plan, made in accordance with the provisions of Section 7 of this Plan, the investment options available under the Plan for purposes of crediting earnings on all or a portion of a Participant’s Account shall be: (i) those investment options available under the 401(k) Plan as in effect from time to time; (ii) the Theoretical Shares option; and (iii) the Fixed Interest Rate option. Notwithstanding the foregoing, the Committee in its sole discretion may limit the investment options available for former Participants who are no longer Directors or who are receiving installment payment distribution of their Account balance under this Plan.

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The portion of a Grandfathered Participant’s Account invested in theoretical shares of Worthington Industries, Inc. as of the Effective Date shall be converted into an equivalent number of Theoretical Shares calculated by multiplying the number of theoretical shares by (i) the closing price per share of Worthington Industries, Inc. trading in the ex-dividend market on the distribution date (as that term is defined under the Separation and Distribution Agreement by and between the Company and Worthington Industries, Inc. dated as of [date]), and dividing by (ii) the closing price per share of Worthington Industries, Inc. trading the regular way with due bills on the last trading day immediately preceding the distribution date (as that term is defined under the Separation and Distribution Agreement by and between the Company and Worthington Industries, Inc. dated as of [date]), rounded down to the nearest whole share.

The portion of a Participant’s Account credited to the Theoretical Shares option shall, upon distribution in accordance with this Plan, be paid in the form of whole Common Shares; provided, however, that a Participant will be paid cash (based on the Fair Market Value of the Common Shares) in lieu of any fractional Common Shares otherwise payable in respect of the amount credited to the Theoretical Shares option. The portion of a Participant’s Account credited to any investment option other than Theoretical Shares shall, upon distribution in accordance with this Plan, be paid in cash. Any amounts required to be withheld in accordance with Section 8.2 of this Plan may, upon the prior written election of the Participant, be satisfied by either (i) an equivalent reduction in the amount otherwise payable to the Participant in the form of cash as a distribution pursuant to Section 6 of this Plan or (ii) an equivalent reduction in the number of Common Shares (based upon the Fair Market Value of the Common Shares) otherwise payable to the Participant as a distribution pursuant to Section 6 of this Plan or (iii) a combination of (i) and (ii); provided that, to the extent any such withholding requirement cannot be satisfied in full in the manner elected by the Participant, the remainder of the required withholding amount shall be satisfied through a reduction in the amount of cash or the number of Common Shares (based upon the Fair Market Value of the Common Shares), as appropriate, which would have otherwise been payable to the Participant as a distribution pursuant to Section 6 of this Plan.

5.3 Selection of Investment Option

The Participant shall select the investment option for his Account in an Election Form. The Participant may change the investment option for his Account and his Grandfathered Plan Account as of the time permitted under the 401(k) Plan for the same investment option; provided, however, that any portion of a Participant’s Account credited to the Theoretical Shares option shall remain credited to the Theoretical Shares option until distributed pursuant to Section 6 of this Plan. If a Participant does not select an investment option for all or any portion of the Participant’s Account, the Fixed Interest Rate option shall apply to such portion of the Participant’s Account.

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Section 6. Payment of Deferred Compensation

6.1 General

The amount of a Participant’s Account or sub-account maintained with respect to the amount deferred, as the case may be, shall be paid to the Participant, within a reasonable time, not to exceed 90 days, after the Participant’s Date of Deferral, in a lump sum or in a number of substantially equal annual installments (not more than 12), as designated by the Participant in his Election Form. A Participant, subject to approval by the Committee, may change the form of payment of his Account or his Deferral Date by filing an amended Election Form with the Committee; provided, however, that any such change to an existing election (i) may not take effect until at least 12 months after the date on which such Election Form is filed; and (ii) the payment with respect to which such election is made must be deferred (other than a distribution upon death or an Unforeseeable Emergency) for a period of not less than five years from the date such payment would otherwise have been paid (or in the case of installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid); and (iii) any election affecting a distribution to be made at a specified time or pursuant to a fixed schedule must be made not less than 12 months before the date the amount was scheduled to be paid (or in the case of installment payments treated as a single payment, 12 months before the date the first amount was scheduled to be paid). Anything contained herein to the contrary notwithstanding, total distribution of a Participant’s Account must be made by the date such Participant attains age 85.

6.2 Death

(a) In the event of the death of a Participant, the amount of the Account shall be paid to his Beneficiary, within a reasonable time, not to exceed 90 days, after the Participant’s death.

(b) Each Participant may name one or more Beneficiaries and may also name one or more contingent Beneficiaries by making a written designation in a form acceptable to the Committee. A beneficiary designation made pursuant to the Grandfathered Plan shall remain in effect for this Plan. A Participant’s Beneficiary designation may be changed at any time prior to his death by execution and delivery of a new Beneficiary designation form. The Beneficiary designation on file with the Company at the time of the Participant’s death which bears the latest date shall govern.

(c) Payments to a Beneficiary shall be made in the same form as designated by the Participant in his Election Form. In the case of a Beneficiary of a Participant who is receiving installment payments at the time of his death, the number of annual installments may not exceed the annual installments remaining to be paid to the Participant.

(d) If no Beneficiary survives the Participant, the amount in the Account shall be paid in a lump sum to the Participant’s estate.

(e) If the Beneficiary dies after the death of the Participant, any amount otherwise payable to the Beneficiary shall be paid in a lump sum to the Beneficiary’s estate.

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6.3 Unforeseeable Emergency

A Participant may request a distribution from all or part of his Account upon the occurrence of an Unforeseeable Emergency. As a condition of receiving a distribution under this Section 6.3, the Participant must file a written application with the Committee specifying the nature of the Unforeseeable Emergency, the amount needed to address the Unforeseeable Emergency and supplying any other information the Committee, in its discretion, may need to ensure that the conditions specified in this Section 6.3 are satisfied. The Committee shall, in its sole discretion, determine whether an Unforeseeable Emergency exists and distribute an amount to the Participant which shall not be greater than the amount reasonably necessary to satisfy the emergency need (plus the amount necessary to pay any Federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution) or, if less, the value of the Participant’s Account as of the distribution date.

A distribution on account of an Unforeseeable Emergency may not be made to the extent that such emergency is or may be relieved through a cancellation of deferrals under this Plan, reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause a severe financial hardship.

6.4 Effect of Change in Control

(a) Notwithstanding any provision to the contrary contained herein, but subject to the following sentence, in the event of a Change in Control, the Plan shall be terminated and each Participant’s Account shall be paid out as of such date in a lump sum.

(b) For purposes of this Section 6.4, the following terms shall have the meanings set forth below:

(i)

A “Change in Control” with respect to the Company occurs on the earliest date that (1) a Person or Group acquires ownership of stock of the Company that, together with stock held by such Person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; or (2) any Person or Group (other than John P. McConnell or a group controlled by John P. McConnell) acquires (or has acquired during the 12 month period ending of the date of the most recent acquisition by such Person or Group) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company; or (3) a majority of the members of the Board of Directors of the Company is replaced during any twelve-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors prior to the date that such appointments or elections are made; or (4) any Person or Group (other than an Excluded Person) acquires (or has acquired) during the twelve-month period ending on the date of the most recent acquisition by such Person or Group, assets from the Company that have a total Gross Market Value equal to or more than 65% of the total Gross Market Value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

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Notwithstanding the foregoing, no event shall be considered a Change in Control if it would not be considered a “change in control event” within the meaning IRS Regulations §1.409A-3(i)(5).

(ii)

“Excluded Person” means (1) a shareholder of the Company in exchange for or with respect to its stock; (2) the Company, any wholly owned Company Subsidiary, or any entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (3) a Person or Group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 6.4(b)(ii)(2).

(iii)

“Gross Market Value” means the value of the assets of the Company or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(iv)

“Group” shall mean more than one Person acting as a “group” as interpreted in accordance with IRS Regulation §1.409A-3(i)(5).

(v)

“Person” means any individual, firm, corporation, or other entity.

(c) In all cases, the provisions of and definitions used in this Section 6.4 shall be interpreted in accordance with the provisions of IRS Regulation §1.409A-3(i)(5).

6.5 Distribution of Small Accounts.

Notwithstanding any provision in this Section 6 to the contrary, if the total of the Participant’s Account under the Plan and his Account under all other arrangements that, with this Plan, would be treated as a single nonqualified deferred compensation plan (within the meaning of Treasury Regulation §1.409A-1(c)(2)) is less than the limit described in Code Section 402(g)(1)(B) for the Plan Year in which the Date of Deferral occurs, such Participant’s Account may be distributed in a lump sum, but only if payment results in the termination and liquidation of the Participant’s entire interest in this Plan and all other arrangements that, along with this Plan, would be treated as a single nonqualified deferred compensation plan (as determined under Treasury Regulation §1.409A-1(c)(2)).

Section 7. Amendments

The Board of Directors may from time to time amend, suspend or terminate any or all of the provisions of this Plan; provided that no such amendment, suspension, or termination shall adversely affect in any material respect any right of any Participant to receive any amount payable pursuant to the Plan (unless the affected Participant consents in writing to the application of that amendment) but this provision shall not restrict the authority of the Board of Directors to change or limit investment options. The Board of Directors may terminate the Plan at any time, provided, however, that no termination shall in and of itself cause an acceleration of the distribution of Accounts under the Plan, except as may otherwise be provided in the applicable IRS Regulations. Any such amendment to or termination of the Plan shall be in writing.

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Section 8. Miscellaneous Provisions

8.1 Non-Assignability of Benefits

No Participant, Beneficiary or distributee of benefits under the Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder, which are expressly declared to be unassignable and non-transferable. Any such attempted assignment or transfer shall be void. No amount payable hereunder shall, prior to actual payment hereof, be subject to seizure by any creditor of any such Participant, Beneficiary or other distributee for the payment of any debt, judgment, or other obligation, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy, insolvency or death of such Participant, Beneficiary or other distributee hereunder.

8.2 Withholding

All deferrals and payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required of the Company under any applicable local, state or federal law.

8.3 No Trust Created

Nothing contained in this Plan, and no action taken pursuant to its provisions by either party hereto, shall create, nor be construed to create, a trust of any kind or a fiduciary relationship between the Company and the Participant, his Beneficiary, or any other person. The Company may establish a “grantor trust” (so-called “Rabbi Trust”) which is within the jurisdiction of the courts of the United States and is permitted by IRS Regulations to aid in meeting the obligations created under this Plan, but the Company intends that the assets of any such trust will at all times remain subject to the claims of the Company’s general creditors and that the existence of any such Rabbi Trust will not alter the characterization of the Plan as “unfunded” for purposes of the Employee Retirement Income Security Act of 1974, and will not be construed to provide income to any Participant prior to actual payment under this Plan.

8.4 Unsecured General Creditor Status of Director

The payments to Participant, his Beneficiary or any other distributee hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Company; no person shall have or acquire any interest in any such assets by virtue of the provisions of this Plan. The obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that the Participant, a Beneficiary, or other distributee acquires a right to receive payments from the Plan under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company. No such person shall have nor require any legal or equitable right, interest or claim in or to any property or assets of any Company.

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In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of the Participant (or any other property) to allow the Company to recover the cost of providing the benefits, in whole, or in part, hereunder, neither the Participant, his Beneficiary or other distributee shall have nor acquire any rights whatsoever therein or in the proceeds therefrom. The Company shall be the sole owner and beneficiary of any such policy or policies and, as such, shall possess and may exercise all incidents of ownership therein. Except to the extent the Company may establish a Rabbi Trust as described in Section 8.3, no such policy, policies or other property shall be held in any trust for a Participant, Beneficiary or other distributee or held as collateral security for any obligation hereunder. The existence of any such Rabbi Trust does not give a Participant, Beneficiary or other distributee, any interest, direct or beneficial, in any policy, policies or other property held in such a trust. A Participant’s participation in the underwriting or other steps necessary to acquire such policy or policies may be required by the Committee and, if required, shall not be a suggestion of any beneficial interest in such policy or policies to a Participant.

8.5 Binding Effect

This Plan shall be binding on each Participant and his heirs and legal representatives and on the Company and its successors and assigns.

8.6 Governing Laws

All provisions of the Plan shall be construed in accordance with the laws of Ohio, except to the extent pre-empted by federal law.

8.7 Code Section 409A

This Plan is intended to comply with the requirements of Code Section 409A and the IRS Regulations promulgated thereunder and, to the maximum extent permitted by law, shall be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant, and none of the Company, Committee or any other person shall have any liability with respect to any failure to comply with Code Section 409A. The Company may accelerate the time or schedule of payment of a Participant’s Account at any time this Plan fails to meet the requirements of Code Section 409A. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A.

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Exhibit 10.13

PRE-APPROVED

DEFINED CONTRIBUTION PLAN

FIDELITY BASIC PLAN DOCUMENT NO. 17

FMR LLC and its affiliates do not provide tax or legal advice. Nothing herein or in any attachments hereto should be construed, or relied upon, as tax or legal advice.

IRS CIRCULAR 230 DISCLOSURE: To the extent this document (including attachments), mentions or references any tax matter, it is not intended or written to be used, and cannot be used by the recipient or any other person, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party the matter addressed herein. Please consult an independent tax advisor for advice on your particular circumstances.


Pre-Approved Defined Contribution Plan – 06/30/2020		Basic Plan Document 17

PRE-APPROVED

DEFINED CONTRIBUTION PLAN


PREAMBLE. 1

ARTICLE 1. ADOPTION AGREEMENT		1

ARTICLE 2. DEFINITIONS		1
2.01.	DEFINITIONS	1
2.02.	INTERPRETATION AND CONSTRUCTION OF TERMS	11
2.03.	SPECIAL EFFECTIVE DATES	11

ARTICLE 3. SERVICE		11

3.01.	CREDITING OF ELIGIBILITY SERVICE	11
3.02.	RE-CREDITING OF ELIGIBILITY SERVICE FOLLOWING TERMINATION OF EMPLOYMENT	12
3.03.	CREDITING OF VESTING SERVICE	12
3.04.	APPLICATION OF VESTING SERVICE TO A PARTICIPANT’S ACCOUNT FOLLOWING A BREAK IN VESTING SERVICE	12
3.05.	SERVICE WITH PREDECESSOR EMPLOYER	12
3.06.	CHANGE IN SERVICE CREDITING	12

ARTICLE 4. PARTICIPATION		12

4.01.	DATE OF PARTICIPATION	12
4.02.	TRANSFERS OUT OF COVERED EMPLOYMENT	13
4.03.	TRANSFERS INTO COVERED EMPLOYMENT	13
4.04.	RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT	13

ARTICLE 5. CONTRIBUTIONS		13

5.01.	CONTRIBUTIONS SUBJECT TO LIMITATIONS	13
5.02.	COMPENSATION TAKEN INTO ACCOUNT IN DETERMINING CONTRIBUTIONS	13
5.03.	DEFERRAL CONTRIBUTIONS	13
5.04.	EMPLOYEE CONTRIBUTIONS	15
5.05.	NO DEDUCTIBLE EMPLOYEE CONTRIBUTIONS	15
5.06.	ROLLOVER CONTRIBUTIONS	16
5.07.	QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS	17
5.08.	MATCHING EMPLOYER CONTRIBUTIONS	17
5.09.	QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS	18
5.10.	NONELECTIVE EMPLOYER CONTRIBUTIONS	18
5.11.	VESTED INTEREST IN CONTRIBUTIONS	19
5.12.	TIME FOR MAKING CONTRIBUTIONS	19
5.13.	EXCLUSIVE BENEFIT AND RETURN OF EMPLOYER CONTRIBUTIONS	20
5.14.	FROZEN PLAN	20

ARTICLE 6. LIMITATIONS ON CONTRIBUTIONS		20

6.01.	SPECIAL DEFINITIONS	20
6.02.	CODE SECTION 402(G) LIMIT ON DEFERRAL CONTRIBUTIONS	26
6.03.	ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS (“ADP” TEST)	26
6.04.	ALLOCATION AND DISTRIBUTION OF “EXCESS CONTRIBUTIONS”	27
6.05.	REDUCTIONS IN DEFERRAL OR EMPLOYEE CONTRIBUTIONS TO MEET CODE REQUIREMENTS	28
6.06.	LIMIT ON MATCHING EMPLOYER CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS (“ACP” TEST)	28
6.07.	ALLOCATION, DISTRIBUTION, AND FORFEITURE OF “EXCESS AGGREGATE CONTRIBUTIONS”	29


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6.08.	INCOME OR LOSS ON DISTRIBUTABLE CONTRIBUTIONS	30
6.09.	DEEMED SATISFACTION OF “ADP” TEST	30
6.10.	DEEMED SATISFACTION OF “ACP” TEST WITH RESPECT TO MATCHING EMPLOYER CONTRIBUTIONS	31
6.11.	CHANGING TESTING METHODS	32
6.12.	CODE SECTION 415 LIMITATIONS	33

ARTICLE 7. PARTICIPANTS’ ACCOUNTS		34

7.01.	INDIVIDUAL ACCOUNTS	34
7.02.	VALUATION OF ACCOUNTS	35

ARTICLE 8. INVESTMENT OF CONTRIBUTIONS		35

8.01.	MANNER OF INVESTMENT	35
8.02.	INVESTMENT DECISIONS	35
8.03.	PARTICIPANT DIRECTIONS TO TRUSTEE	36
8.04.	LIFE INSURANCE	36

ARTICLE 9. PARTICIPANT LOANS		36

9.01.	SPECIAL DEFINITION	36
9.02.	PARTICIPANT LOANS	36
9.03.	SEPARATE LOAN PROCEDURES	36
9.04.	AVAILABILITY OF LOANS	37
9.05.	LIMITATION ON LOAN AMOUNT	37
9.06.	INTEREST RATE	37
9.07.	LEVEL AMORTIZATION	37
9.08.	SECURITY	37
9.09.	LOAN REPAYMENTS	37
9.10.	DEFAULT	37
9.11.	EFFECT OF TERMINATION WHERE PARTICIPANT HAS OUTSTANDING LOAN BALANCE	38
9.12.	DEEMED DISTRIBUTIONS UNDER CODE SECTION 72(P)	38
9.13.	DETERMINATION OF VESTED INTEREST UPON DISTRIBUTION WHERE PLAN LOAN IS OUTSTANDING	38

ARTICLE 10. IN-SERVICE WITHDRAWALS		38

10.01.	AVAILABILITY OF IN-SERVICE WITHDRAWALS	38
10.02.	WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS	39
10.03.	WITHDRAWAL OF ROLLOVER CONTRIBUTIONS	39
10.04.	AGE 59 1/2 WITHDRAWALS	39
10.05.	HARDSHIP WITHDRAWALS	39
10.06.	ADDITIONAL IN-SERVICE WITHDRAWAL RULES	40
10.07.	RESTRICTIONS ON IN-SERVICE WITHDRAWALS	40
10.08.	QUALIFIED RESERVIST DISTRIBUTIONS	40
10.09.	AGE 62 DISTRIBUTION OF MONEY PURCHASE BENEFITS	41

ARTICLE 11. RIGHT TO BENEFITS		41

11.01.	NORMAL OR EARLY RETIREMENT	41
11.02.	LATE RETIREMENT	41
11.03.	DISABILITY RETIREMENT	41
11.04.	DEATH	41
11.05.	OTHER TERMINATION OF EMPLOYMENT	42
11.06.	APPLICATION FOR DISTRIBUTION	42
11.07.	APPLICATION OF VESTING SCHEDULE FOLLOWING PARTIAL DISTRIBUTION	42
11.08.	FORFEITURES	42
11.09.	APPLICATION OF FORFEITURES	42
11.10.	REINSTATEMENT OF FORFEITURES	43
11.11.	ADJUSTMENT FOR INVESTMENT EXPERIENCE.	43


Pre-Approved Defined Contribution Plan – 06/30/2020		Basic Plan Document 17


ARTICLE 12. DISTRIBUTIONS		43

12.01.	RESTRICTIONS ON DISTRIBUTIONS	43
12.02.	TIMING OF DISTRIBUTION FOLLOWING RETIREMENT OR TERMINATION OF EMPLOYMENT	44
12.03.	PARTICIPANT CONSENT TO DISTRIBUTION	44
12.04.	REQUIRED COMMENCEMENT OF DISTRIBUTION TO PARTICIPANTS	44
12.05.	REQUIRED COMMENCEMENT OF DISTRIBUTION TO BENEFICIARIES	45
12.06.	WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES	46

ARTICLE 13. FORM OF DISTRIBUTION		46

13.01.	NORMAL FORM OF DISTRIBUTION UNDER PROFIT SHARING PLAN	46
13.02.	CASH OUT OF SMALL ACCOUNTS	46
13.03.	MINIMUM DISTRIBUTIONS	46
13.04.	DIRECT ROLLOVERS	49
13.05.	NOTICE REGARDING TIMING AND FORM OF DISTRIBUTION	50
13.06.	DETERMINATION OF METHOD OF DISTRIBUTION	50
13.07.	NOTICE TO TRUSTEE	50

ARTICLE 14. SUPERSEDING ANNUITY DISTRIBUTION PROVISIONS		51

14.01.	SPECIAL DEFINITIONS	51
14.02.	APPLICABILITY	51
14.03.	ANNUITY FORM OF PAYMENT	51
14.04.	“QUALIFIED JOINT AND SURVIVOR ANNUITY” AND “QUALIFIED PRERETIREMENT SURVIVOR ANNUITY” REQUIREMENTS	52
14.05.	WAIVER OF THE “QUALIFIED JOINT AND SURVIVOR ANNUITY” AND/OR “QUALIFIED PRERETIREMENT SURVIVOR ANNUITY” RIGHTS	52
14.06.	SPOUSE’S CONSENT TO WAIVER	53
14.07.	NOTICE REGARDING “QUALIFIED JOINT AND SURVIVOR ANNUITY”	53
14.08.	NOTICE REGARDING “QUALIFIED PRERETIREMENT SURVIVOR ANNUITY”	53
14.09.	FORMER SPOUSE	53

ARTICLE 15. TOP-HEAVY PROVISIONS		54

15.01.	DEFINITIONS	54
15.02.	APPLICATION	55
15.03.	MINIMUM CONTRIBUTION	55
15.04.	DETERMINATION OF MINIMUM REQUIRED CONTRIBUTION	56
15.05.	ACCELERATED VESTING	56
15.06.	EXCLUSION OF COLLECTIVELY-BARGAINED EMPLOYEES	56

ARTICLE 16. AMENDMENT AND TERMINATION		56

16.01.	AMENDMENTS BY THE EMPLOYER THAT DO NOT AFFECT PRE-APPROVED STATUS	56
16.02.	AMENDMENTS BY THE EMPLOYER ADOPTING PROVISIONS NOT INCLUDED IN PRE-APPROVED PLAN, THROUGH THE PLAN SUPERSEDING PROVISIONS ADDENDUM	57
16.03.	AMENDMENT BY THE PRE-APPROVED PLAN PROVIDER	57
16.04.	AMENDMENTS AFFECTING VESTED INTEREST AND/OR ACCRUED BENEFITS	57
16.05.	RETROACTIVE AMENDMENTS MADE BY PRE-APPROVED PLAN PROVIDER	57
16.06.	TERMINATION AND DISCONTINUATION OF CONTRIBUTIONS	58
16.07.	DISTRIBUTION UPON TERMINATION OF THE PLAN	58
16.08.	MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS	58


Pre-Approved Defined Contribution Plan – 06/30/2020		Basic Plan Document 17

iii


ARTICLE 17. AMENDMENT AND CONTINUATION OF PRIOR PLAN; TRANSFER OF FUNDS TO OR FROM OTHER QUALIFIED PLANS		58

17.01.	AMENDMENT AND CONTINUATION OF PRIOR PLAN	58
17.02.	TRANSFER OF FUNDS FROM AN EXISTING PLAN	59
17.03.	TRANSFER OF ASSETS FROM TRUST	60

ARTICLE 18. MISCELLANEOUS		61

18.01.	COMMUNICATION TO PARTICIPANTS	61
18.02.	LIMITATION OF RIGHTS	61
18.03.	NONALIENABILITY OF BENEFITS	61
18.04.	QUALIFIED DOMESTIC RELATIONS ORDERS PROCEDURES	61
18.05.	APPLICATION OF PLAN PROVISIONS FOR MULTIPLE EMPLOYER PLANS	62
18.06.	VETERANS REEMPLOYMENT RIGHTS	62
18.07.	FACILITY OF PAYMENT	62
18.08.	INFORMATION BETWEEN EMPLOYER AND/OR ADMINISTRATOR AND TRUSTEE	62
18.09.	EFFECT OF FAILURE TO QUALIFY UNDER CODE	62
18.10.	DIRECTIONS, NOTICES AND DISCLOSURE	63
18.11.	GOVERNING LAW	63
18.12.	DISCHARGE OF DUTIES BY FIDUCIARIES	63

ARTICLE 19. PLAN ADMINISTRATION		63

19.01.	POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR	63
19.02.	NONDISCRIMINATORY EXERCISE OF AUTHORITY	63
19.03.	CLAIMS AND REVIEW PROCEDURES	63
19.04.	NAMED FIDUCIARY	64
19.05.	COSTS OF ADMINISTRATION	64

ADDENDUM RE: THE BIPARTISAN BUDGET ACT OF 2018, AND CODE SECTIONS 401(K) AND 401(M) 2019 FINAL HARDSHIP REGULATIONS		65

AMENDMENT TO FIDELITY BASIC PLAN DOCUMENT NO. 17 RE: CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT		67


Pre-Approved Defined Contribution Plan – 06/30/2020		Basic Plan Document 17

Preamble.

This Pre-Approved Plan consists of two parts: (1) an Adoption Agreement that is a separate document incorporated by reference into this Basic Plan Document; and (2) this Basic Plan Document. Each part of the Pre-Approved Plan contains substantive provisions that are integral to the operation of the plan. The Adoption Agreement is the means by which an adopting Employer elects the optional provisions that shall apply under its plan. The Basic Plan Document describes the standard provisions elected in the Adoption Agreement. The Pre-Approved Plan is intended to qualify under Code Section 401(a). Depending upon the Adoption Agreement completed by an adopting Employer, the Pre-Approved Plan may be used to implement a profit sharing plan with or without a cash or deferred arrangement intended to qualify under Code Section 401(k). To the extent the Employer selects provisions available to it through an Addendum to the Adoption Agreement, such Addendum will be included with the Plan’s Adoption Agreement and the provisions in such Addendum will supplement or alter provisions appearing in the Adoption Agreement in the manner described within that Addendum. Provisions appearing on the Plan Superseding Provisions Addendum of the Adoption Agreement, if present, supersede any conflicting provisions appearing in the Adoption Agreement, Basic Plan Document or any addendum to either in the manner described therein.

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01. Definitions.

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

(a) “Account” means an account established for the purpose of recording any contributions made on behalf of a Participant and any income, expenses, gains, or losses incurred thereon. The Administrator shall establish and maintain sub-accounts within a Participant’s Account as necessary to depict accurately a Participant’s interest under the Plan.

(b) “Active Participant” means any Eligible Employee who has met the requirements of Article 4 to participate in the Plan and who may be entitled to receive allocations under the Plan.

(c) “Administrator” means the Employer adopting this Plan, as listed in Subsection 1.02(a) of the Adoption Agreement, or another person or entity designated by the Employer in Subsection 1.01(c) of the Adoption Agreement.

(d) “Adoption Agreement” means Article 1, under which the Employer establishes and adopts, or amends the Plan and designates the optional provisions selected by the Employer. The provisions of the Adoption Agreement shall be an integral part of the Plan.

(e) “Annuity Starting Date” means the first day of the first period for which an amount is payable as an annuity or in any other form permitted under the Plan.

(f) “Basic Plan Document” means this Fidelity Pre-Approved Plan document, qualified with the Internal Revenue Service as Basic Plan Document No. 17.

(g) “Beneficiary” means the person or persons (including a trust) entitled under Section 11.04 or 14.04 to receive benefits under the Plan upon the death of a Participant.

(h) “Break in Vesting Service” means, unless provided otherwise in the Adoption Agreement, a 12-consecutive-month period beginning on an Employee’s Severance Date or any anniversary thereof in which the Employee is not credited with an Hour of Service. Notwithstanding the foregoing, the following special rules apply in determining whether an Employee who is on leave has incurred a Break in Vesting Service:

(1) If an individual is absent from work because of maternity/paternity leave on the first anniversary of his Severance Date, the 12-consecutive-month period beginning on the individual’s Severance Date shall not constitute a Break in Vesting Service. For purposes of this paragraph, “maternity/paternity leave” means a leave of absence (i) by reason of the pregnancy of the individual, (ii) by reason of the birth of a child of the individual, (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by the individual, or (iv) for purposes of caring for a child for the period beginning immediately following such birth or placement.


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(2) If an individual is absent from work because of FMLA leave and returns to employment with the Employer or a Related Employer following such FMLA leave, he shall not incur a Break in Vesting Service due to such FMLA leave. For purposes of this paragraph, “FMLA leave” means an approved leave of absence pursuant to the Family and Medical Leave Act of 1993.

(i) “Catch-Up Contribution” means any Deferral Contribution made to the Plan by the Employer in accordance with the provisions of Subsection 5.03(a).

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

(k) “Compensation” means the base compensation described in (1) below paid or made available to an Eligible Employee by the Employer (in the course of the Employer’s trade or business) for services to the Employer as an Eligible Employee with the adjustments described in (2) below.

(1) Base Compensation. One of the following shall be elected by the Employer in Subsection 1.05(a) as the base compensation:

(A) The W-2 definition shall include wages as defined in Code Section 3401(a) (for purposes of income tax withholding at the source) plus amounts that would be included in wages but for an election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) and all other payments of compensation to an Eligible Employee for which the Employer is required to furnish the Eligible Employee a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).

(B) The Code Section 3401(a) wages definition shall include wages within the meaning of Code Section 3401(a) for the purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)) plus amounts that would be included in wages but for an election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b).

(C) The Code Section 415 definition shall include wages, salaries, and fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the employer maintaining the plan to the extent that the amounts are includible in gross income (or would have been includible in gross income but for the Eligible Employee’s election under Code Section 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b), or 457(b)), including, but not limited to, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements, or other expense allowances under a nonaccountable plan (as described in Section 1.62-2(c)of the Income Tax Regulations), and excluding the following:

(i) Employer contributions (other than elective contributions described in Code Section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) to a plan of deferred compensation (including a simplified employee pension described in Code Section 408(k) or a simple retirement account described in Code Section 408(p), and whether or not qualified) to the extent such contributions are not includible in the employee’s gross income for the taxable year in which contributed, and any distributions (whether or not includible in gross income when distributed) from a plan of deferred compensation (whether or not qualified), other than, if the employer so elects in the Compensation Addendum to the Adoption Agreement, amounts received during the year by an employee pursuant to a nonqualified unfunded deferred compensation plan to the extent includible in gross income;


Pre-Approved Defined Contribution Plan – 06/30/2020		Basic Plan Document 17

(ii) Amounts realized from the exercise of a nonstatutory stock option (that is, an option other than a statutory stock option as defined in Section 1.421-1(b) of the Treasury Regulations), or when restricted stock (or property) held by the employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(iii) Amounts realized from the sale, exchange or other disposition of stock acquired under a statutory stock option;

(iv) Other amounts that receive special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the employee and are not salary reduction amounts that are described in Code Section 125);

(v) Other items of remuneration that are similar to any of the items listed in (i) through (iv).

(2) Adjustments. Self-Employed Individuals will have the Compensation described in (A) below. Unless specifically excluded by the Employer’s election in Subsection 1.05(b), the amounts described in (B) shall be included in Compensation. Additionally, Compensation excludes any amounts elected by the Employer in Subsection 1.05(b) or (c), as applicable, of the Adoption Agreement and any severance amounts (for purposes of this Subsection 2.01(j), “severance amounts” are amounts paid after severance from employment except any such amounts described in (B) below). Deemed Code Section 125 compensation (amounts under a plan of the Employer that are not available to a Participant in cash in lieu of group health coverage, because the Participant is unable to certify that he has other health coverage) shall only be included in the definition of Compensation if so elected by the Employer on the Compensation Addendum to the Adoption Agreement.

(A) Self-Employed Individuals. Notwithstanding the foregoing, for any Self-Employed Individual, Compensation means Earned Income; provided, however, that if the Employer elects to exclude specified items from Compensation, such Earned Income shall be adjusted in a similar manner so that it is equivalent under regulations issued under Code Section 414(s) to Compensation for Participants who are not Self-Employed Individuals. “Earned Income” means the net earnings of a Self-Employed Individual derived from the trade or business with respect to which the Plan is established and for which the personal services of such individual are a material income-providing factor, excluding any items not included in gross income and the deductions allocated to such items, except that net earnings shall be determined with regard to the deduction allowed under Code Section 164(f), to the extent applicable to the Employer. Net earnings shall be reduced by contributions of the Employer to any qualified plan, to the extent a deduction is allowed to the Employer for such contributions under Code Section 404.

(B) Includable Amounts. Unless otherwise elected by the Employer in Subsection 1.05(b) or (c), as applicable, of the Adoption Agreement, Compensation includes the following:

(i) Differential Wages as defined below; and

(ii) any of the following, provided payment is made within the post-severance period defined below:

(I) a payment of regular compensation for services during the Eligible Employee’s regular working hours, or compensation for services outside the Eligible Employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments to the extent such payment would have been made prior to a severance from employment if the Eligible Employee had continued in employment with the Employer;


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(II) payments for “unused leave” (i.e., unused accrued bona fide sick, vacation, or other leave, but only if the Eligible Employee would have been able to use the leave if employment had continued); and

(III) payments received by a Participant pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Participant at the same time if the Participant had not severed employment and only to the extent that the payment is includible in the Participant’s gross income.

The following terms have the following meanings:

(C) An Eligible Employee has a “severance from employment” when (i) the employee ceases to be an employee of an employer (applying the aggregation rules in Code Section 414) maintaining a plan and (ii) in connection with a change of employment, the individual’s new employer does not maintain such plan with respect to the individual. The determination of whether an Eligible Employee ceases to be an employee of an employer maintaining a plan is based on all of the relevant facts and circumstances.

(D) “Differential Wages” means Compensation paid to an Employee by the Employer with regard to military service meeting the definition of differential wage payment found in Code Section 3401(h)(2).

(E) The “post-severance period” means the period beginning on the Eligible Employee’s severance from employment and ending on the later of (i) 2-1/2 months after or (ii) the end of the Limitation Year that includes the date of the Eligible Employee’s severance from employment.

(3) Timing Rules. Compensation shall generally be based on the amount actually paid or made available to the Eligible Employee during the Plan Year or, for purposes of Article 5, if so elected by the Employer in Subsection 1.05(c) of the Adoption Agreement, during that portion of the Plan Year during which the Eligible Employee is an Active Participant. Compensation is treated as paid on a date if it is actually paid on that date or it would have been paid on that date but for an election under Code Section 125, 132(f)(4), 401(k), 403(b), 408(k), 408(p)(2)(A)(i), or 457(b). If the Plan Year and the Limitation Year are based on the same 12-month period, Compensation may include amounts earned, but not paid during the Plan Year solely because of the timing of pay periods and pay dates, provided:

(A) such amounts are paid during the first few weeks of the next Plan Year;

(B) such amounts are included on a uniform and consistent basis with respect to all similarly situated Participants; and

(4) Short Plan Years. If the initial Plan Year of a new plan consists of fewer than 12 months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such initial Plan Year, Compensation for such initial Plan Year shall be determined from such Effective Date through the end of the initial Plan Year. Notwithstanding the foregoing, if selected in Subsection 1.05 of the Adoption Agreement, for purposes of allocating Nonelective Employer Contributions under Section 1.12 of the Adoption Agreement (other than 401(k) Safe Harbor Nonelective Employer Contributions), Compensation for the initial Plan Year shall be determined by using the 12-month period ending on the last day of the Plan Year.

(5) Annual Compensation Limit (Code Section 401(a)(17) Limit). The annual Compensation of each Active Participant taken into account for determining benefits provided under the Plan for any 12-month determination period shall not exceed the annual Compensation limit under Code Section 401(a)(17) as in effect on the first day of the determination period (e.g., $275,000 for determination periods beginning in 2018). A “determination period” means the Plan Year or other 12-consecutive-month period over which Compensation is otherwise determined for purposes of the Plan (e.g., the Limitation Year).


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The annual Compensation limit under Code Section 401(a)(17) shall be adjusted by the Secretary to reflect increases in the cost of living, as provided in Code Section 401(a)(17)(B); provided, however, that the dollar increase in effect on January 1 of any calendar year is effective for determination periods beginning in such calendar year. If a Plan determines Compensation over a determination period that contains fewer than 12 calendar months (a “short determination period”), then the Compensation limit for such “short determination period” is equal to the Compensation limit for the calendar year in which the “short determination period” begins multiplied by the ratio obtained by dividing the number of months (counting any portion of a month as a whole month) in the “short determination period” by 12; provided, however, that such proration shall not apply if there is a “short determination period” due to the Employer’s election in Subsection 1.05(c) of the Adoption Agreement to determine contributions based only on Compensation paid during the portion of the Plan Year during which an individual was an Active Participant.

Rather than requiring an Active Participant to cease making Deferral Contributions for a Plan Year after his Compensation has reached the annual Compensation limit under Code Section 401(a)(17), an Active Participant may make Deferral Contributions until his total Deferral Contributions for a Plan Year equals the product of (i) such Active Participant’s Compensation for the Plan Year up to the annual Compensation limit multiplied by (ii) the deferral limit specified in Subsection 1.07(a)(1)(A) of the Adoption Agreement or Subsection 5.03(a), as applicable. Also, rather than requiring an Active Participant to cease making Employee Contributions once the annual Compensation limit is reached, an Active Participant may make Employee Contributions until his total Employee Contributions for a Plan Year equals the product of (i) such Active Participant’s Compensation for the Plan Year up to the annual Compensation limit multiplied by (ii) the contribution limit specified in Subsection 1.08(a) of the Adoption Agreement or Section 6.05, as applicable.

(l) “Contribution Period” means the period for which Matching Employer and Nonelective Employer Contributions are made and calculated. The Contribution Period for Matching Employer Contributions described in Subsection 1.11 of the Adoption Agreement is the period specified by the Employer in Subsection 1.11(d) of the Adoption Agreement.

The Contribution Period for Nonelective Employer Contributions is the Plan Year, unless the Employer designates a different Contribution Period in Subsection 1.12(c) of the Adoption Agreement.

(m) “Deferral Contribution” means any contribution made to the Plan by the Employer in accordance with the provisions of Section 5.03.

(n) “Early Retirement Age” means the early retirement age specified in Subsection 1.14(b) of the Adoption Agreement, if any.

(o) “Effective Date” means the effective date specified by the Employer in Subsection 1.01(g)(1). The Employer may select special Effective Dates with respect to specified Plan provisions, as set forth in Section (a) of the Special Effective Dates Addendum to the Adoption Agreement. In the event that another plan is merged into and made a part of the Plan, the effective date of the merger shall be reflected in the Plan Mergers Addendum to the Adoption Agreement. Any Effective Date which is given in the Plan shall be construed to mean that the prior provision or merging plan existed until the last minute of the last day prior to that Effective Date and that the new provision or merger is effective on the first minute of the stated Effective Date.

(p) “Eligibility Computation Period” means each 12-consecutive-month period beginning with an Employee’s Employment Commencement Date and each anniversary thereof.

(q) “Eligibility Service” means an Employee’s service that is taken into account in determining his eligibility to participate in the Plan as may be required under Subsection 1.04(b) of the Adoption Agreement. Eligibility Service shall be credited in accordance with Article 3.

(r) “Eligible Employee” means any Employee of the Employer who is in the class of Employees eligible to participate in the Plan. The Employer must specify in Subsection 1.04(d) of the Adoption Agreement any Employee or class of Employees not eligible to participate in the Plan. Regardless of the provisions of Subsection 1.04(d), the following Employees are automatically excluded from eligibility to participate in the Plan:


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(1) any individual who is a signatory to a contract, letter of agreement, or other document that acknowledges his status as an independent contractor not entitled to benefits under the Plan or any individual (other than a Self-Employed Individual) who is not otherwise classified by the Employer as a common law employee, even if such independent contractor or other individual is later determined to be a common law employee; and

(2) any Employee who is a resident of Puerto Rico.

If the Employer elects, in Subsection 1.04(d)(2)(A) of the Adoption Agreement, to exclude collective bargaining employees from the eligible class, the exclusion applies to any Employee of the Employer included in any unit of Employees covered by a collective bargaining agreement between employee representatives and one or more employers, unless the collective bargaining agreement requires the Employee to be covered under the Plan. The term “employee representatives” does not include any organization more than half the members of which are owners, officers, or executives of the Employer.

If the Employer does not elect, in Subsection 1.04(d)(2)(C) of the Adoption Agreement, to exclude Leased Employees from the eligible class, contributions or benefits provided by the leasing organization which are attributable to services performed for the Employer shall be treated as provided by the Employer and there shall be no duplication of benefits under this Plan.

Anything to the contrary herein notwithstanding, unless the Employer elects to exclude statutory employees who are full-time life insurance salespersons (as described in Code Section 7701(a)(20)) from the eligible class in Subsection 1.04(d)(2)(E) of the Adoption Agreement, such statutory employees are Eligible Employees.

(s) “Employee” means any common law employee (or statutory employee who is a full-time life insurance salesperson as described in Code Section 7701(a)(20)) of the Employer or a Related Employer, any Self-Employed Individual, and any Leased Employee. Notwithstanding the foregoing, a Leased Employee shall not be considered an Employee if Leased Employees do not constitute more than 20 percent of the Employer’s non-highly compensated work-force (taking into account all Related Employers) and the Leased Employee is covered by a money purchase pension plan maintained by the leasing organization and providing (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined for purposes of Code Section 415(c)(3), (2) full and immediate vesting, and (3) immediate participation by each employee of the leasing organization.

(t) “Employee Contribution” means any after-tax contribution made by an Active Participant to the Plan.

(u) “Employer” means the employer named in Subsection 1.02(a) of the Adoption Agreement and any Related Employer designated in the Participating Employers Addendum to the Adoption Agreement. If the Employer has elected in Subsection (c) of the Participating Employers Addendum to the Adoption Agreement that the term “Employer” includes all Related Employers, an employer that becomes a Related Employer as a result of an asset or stock acquisition, merger or other similar transaction shall not be included in the term “Employer” for periods prior to the first day of the second Plan Year beginning after the date of such transaction, unless the Employer has designated therein to accept such Related Employer as a participating employer prior to that date. Notwithstanding the foregoing, the term “Employer” for purposes of authorizing any particular action under the Plan means solely the employer named in Subsection 1.02(a).

If the organization or other entity named in the Adoption Agreement is a sole proprietor or a professional corporation and the sole proprietor of such proprietorship or the sole shareholder of the professional corporation dies, then the legal representative of such sole proprietor or shareholder shall be deemed to be the Employer until such time as, through the disposition of such sole proprietor’s or sole shareholder’s estate or otherwise, any organization or other entity succeeds to the interests of the sole proprietor in the proprietorship or the sole shareholder in the professional corporation. The legal representative of a sole proprietor or shareholder shall be (1) the person appointed as such by the sole proprietor or shareholder prior to his death under a legally enforceable power of attorney, or, if none, (2) the executor or administrator of the sole proprietor’s or shareholder’s estate.

If a participating Employer designated through Subsection 1.02(b) of the Adoption Agreement is not related to the Employer (hereinafter “un-Related Employer”), the term “Employer” includes such un-Related Employer and the provisions of Section 18.05 shall apply.


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(v) “Employment Commencement Date” means the date on which an Employee first performs an Hour of Service.

(w) “Entry Date” means the date(s) specified by the Employer in Subsection 1.04(e) of the Adoption Agreement as of which an Eligible Employee who has met the applicable eligibility requirements begins to participate in the Plan. The Employer may specify different Entry Dates for purposes of eligibility to participate in the Plan for purposes of (1) making Deferral Contributions and (2) receiving allocations of Matching and/or Nonelective Employer Contributions.

(x) “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended.

(y) “401(k) Safe Harbor Matching Employer Contribution” means any Matching Employer Contribution made by the Employer to the Plan in accordance with Subsection 1.11(a)(3) or the Matching Employer Contributions Addendum to the Adoption Agreement, Section 5.08, and Section 6.09, that is intended to satisfy the requirements of Code Section 401(k)(12)(B) or 401(k)(13)(D)(i)(I). 401(k) Safe Harbor Matching Employer Contributions are subject to the same distribution restrictions as Qualified Matching Employer Contributions pursuant to applicable regulations and will only satisfy the “ACP” test if the requirements of Section 6.10 are met.

(z) “401(k) Safe Harbor Nonelective Employer Contribution” means any Nonelective Employer

Contribution made by the Employer to the Plan in accordance with Subsection 1.12(a)(3) or the Nonelective Employer Contributions Addendum to the Adoption Agreement, Section 5.10, and Section 6.09, that is intended to satisfy the requirements of Code Section 401(k)(12)(C) or 401(k)(13)(D)(i)(II). 401(k) Safe Harbor Nonelective Employer Contributions are subject to the same distribution restrictions as Qualified Nonelective Employer Contributions pursuant to applicable regulations and will only satisfy the “ACP” test if the requirements of Section 6.10 are met.

(aa) “Fund Share” means the share, unit, or other evidence of ownership in a Permissible Investment.

(bb) “Highly Compensated Employee” means both highly compensated active Employees and highly compensated former Employees.

A highly compensated active Employee includes any Employee who performs service for the Employer during the “determination year” and who (1) at any time during the “determination year” or the “look-back year” was a five percent owner or (2) received “415 Compensation” (as defined in Section 6.01(m)) from the Employer during the “look-back year” in excess of the dollar amount specified in Code Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) (e.g., $120,000 for “determination years” beginning in 2018 and “look-back years” beginning in 2017) and, if elected by the Employer in Subsection 1.06(d)(1) of the Adoption Agreement, was a member of the top-paid group for such year.

For this purpose, the “determination year” shall be the Plan Year. The “look-back year” shall be the twelve-month period immediately preceding the “determination year”, unless the Employer has elected in Subsection 1.06(c)(1) of the Adoption Agreement to make the “look-back year” the calendar year beginning within the preceding Plan Year.

A highly compensated former Employee includes any Employee who separated from service (or was deemed to have separated) prior to the “determination year”, performs no service for the Employer during the “determination year”, and was a highly compensated active Employee for either the separation year or any “determination year” ending on or after the Employee’s 55th birthday, as determined under the rules in effect for determining Highly Compensated Employees for such separation year or “determination year”.

The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of Employees in the top-paid group, shall be made in accordance with Code Section 414(q) and the Treasury Regulations issued thereunder.

For purposes of this Subsection 2.01(bb), if the initial Plan Year of a new plan consists of fewer than 12 months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such initial Plan Year, Compensation for such initial Plan Year shall be determined over the 12-month period ending on the last day of the Plan Year.


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(cc) “Hour of Service”, with respect to any individual, means:

(1) Each hour for which the individual is directly or indirectly paid, or entitled to payment, for the performance of duties for the Employer or a Related Employer, each such hour to be credited to the individual for the Eligibility Computation Period in which the duties were performed;

(2) Each hour for which the individual is directly or indirectly paid, or entitled to payment, by the Employer or a Related Employer (including payments made or due from a trust fund or insurer to which the Employer contributes or pays premiums) on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity, disability, layoff, jury duty, military duty, or leave of absence, each such hour to be credited to the individual for the Eligibility Computation Period in which such period of time occurs, subject to the following rules:

(A) No more than 501 Hours of Service shall be credited under this paragraph (2) on account of any single continuous period during which the individual performs no duties, unless the individual performs no duties because of military duty, the individual’s employment rights are protected by law, and the individual returns to employment with the Employer or a Related Employer during the period that his employment rights are protected under Federal law;

(B) Hours of Service shall not be credited under this paragraph (2) for a payment which solely reimburses the individual for medically-related expenses, or which is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws; and

(C) If the period during which the individual performs no duties falls within two or more Eligibility Computation Periods and if the payment made on account of such period is not calculated on the basis of units of time, the Hours of Service credited with respect to such period shall be allocated between not more than the first two such Eligibility Computation Periods on any reasonable basis consistently applied with respect to similarly situated individuals;

(3) Each hour not counted under paragraph (1) or (2) for which he would have been scheduled to work for the Employer or a Related Employer during the period that he is absent from work because of military duty, provided the individual’s employment rights are protected under Federal law and the individual returns to work with the Employer or a Related Employer during the period that his employment rights are protected, each such hour to be credited to the individual for the Eligibility Computation Period for which he would have been scheduled to work; and

(4) Each hour not counted under paragraph (1), (2), or (3) for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to be paid by the Employer or a Related Employer, shall be credited to the individual for the Eligibility Computation Period to which the award or agreement pertains rather than the Eligibility Computation Period in which the award, agreement, or payment is made.

Hours of Service attributable to a predecessor employer pursuant to Section 3.05 shall be considered as Hours of Service attributable to the Employer. For purposes of paragraphs (2) and (4) above, Hours of Service shall be calculated in accordance with the provisions of Section 2530.200b-2(b) and (c) of the Department of Labor regulations, which are incorporated herein by reference.

If the Employer does not maintain records that accurately reflect the actual Hours of Service to be credited to an Employee, 190 Hours of Service will be credited to the Employee for each month worked, unless the Employer has elected to credit Hours of Service in accordance with one of the other equivalencies set forth in paragraph (e) of Department of Labor Regulation Section 2530.200b-3, as provided in the Eligibility, Service and Vesting Addendum to the Adoption Agreement.

(dd) “Inactive Participant” means any individual who was an Active Participant, but is no longer an Eligible Employee and who has an Account under the Plan.


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(ee) “Investment Fiduciary” means the Administrator or another person or entity designated by the Employer in Subsection 1.01(c) of the Adoption Agreement having the responsibility for all investment-related decisions described throughout the Plan, other than those made by Participants and Beneficiaries pursuant to Section 1.24 of the Adoption Agreement.

(ff) “Leased Employee” means any individual who provides services to the Employer or a Related Employer (the “recipient”) but is not otherwise an employee of the recipient if (1) such services are provided pursuant to an agreement between the recipient and any other person (the “leasing organization”), (2) such individual has performed services for the recipient (or for the recipient and any related persons within the meaning of Code Section 414(n)(6)) on a substantially full-time basis for at least one year, and (3) such services are performed under primary direction of or control by the recipient. The determination of who is a Leased Employee shall be made in accordance with any rules and regulations issued by the Secretary of the Treasury or his delegate.

(gg) “Limitation Year” means the 12-consecutive-month period designated by the Employer in Subsection 1.01(f) of the Adoption Agreement. If no other Limitation Year is designated by the Employer, the Limitation Year shall be the calendar year. All qualified plans of the Employer and any Related Employer must use the same Limitation Year. If the Limitation Year is amended to a different 12-consecutive-month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.

(hh) “Matching Employer Contribution” means any contribution made by the Employer to the Plan in accordance with Section 5.08 or 5.09 on account of an Active Participant’s eligible contributions, as elected by the Employer in Subsection 1.11(c) of the Adoption Agreement.

(ii) “Nonelective Employer Contribution” means any contribution made by the Employer to the Plan in accordance with Section 5.10.

(jj) “Non-Highly Compensated Employee” means any Employee who is not a Highly Compensated Employee.

(kk) “Normal Retirement Age” means the normal retirement age specified in Subsection 1.14(a) of the Adoption Agreement. If the Employer enforces a mandatory retirement age in accordance with Federal law, the Normal Retirement Age is the lesser of that mandatory age or the age specified in Subsection 1.14(a).

(ll) “Participant” means any individual who is either an Active Participant or an Inactive Participant.

(mm) “Permissible Investment” means each investment available for investment of assets of the Plan as generally described in the Service Agreement.

(nn) “Plan” means the plan established by the Employer in the form of the Pre-Approved Plan, as set forth herein as a new plan or as an amendment to an existing plan, by executing the Adoption Agreement, together with any and all amendments hereto.

(oo) “Plan Year” means the 12-consecutive-month period ending on the date designated in Subsection 1.01(d) of the Adoption Agreement, except that the initial Plan Year of a new Plan may consist of fewer than 12 months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such initial Plan Year, in which event Compensation for such initial Plan Year shall be treated as provided in Subsection 2.01(k). Additionally, in the event the Plan has a short Plan year, i.e., a Plan Year consisting of fewer than 12 months, otherwise applicable limits and requirements that are applied on a Plan Year basis shall be prorated, but only if and to the extent required by law.

(pp) “Pre-Approved Plan” means the Pre-Approved Provider’s plan as approved by the IRS.

(qq) “Pre-Approved Plan Provider” means FMR LLC or its successor.

(rr) “Qualified Matching Employer Contribution” means any contribution made by the Employer to the Plan on account of Deferral Contributions or Employee Contributions made by or on behalf of Active Participants in accordance with Section 5.09, that may be included in determining whether the Plan meets the “ADP” test described in Section 6.03.


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(ss) “Qualified Nonelective Employer Contribution” means any contribution made by the Employer to the Plan in accordance with Section 5.07.

(tt) “Reemployment Commencement Date” means the date on which an Employee who terminates employment with the Employer and all Related Employers first performs an Hour of Service following such termination of employment.

(uu) “Related Employer” means any employer other than the Employer named in Subsection 1.02(a) of the Adoption Agreement if the Employer and such other employer are members of a controlled group of corporations (as defined in Code Section 414(b)) or an affiliated service group (as defined in Code Section 414(m)), or are trades or businesses (whether or not incorporated) which are under common control (as defined in Code Section 414(c)), or such other employer is required to be aggregated with the Employer pursuant to regulations issued under Code Section 414(o).

(vv) “Required Beginning Date” means:

(1) for a Participant who is not a five percent owner, April 1 of the calendar year following the calendar year in which occurs the later of (i) the Participant’s retirement or (ii) the Participant’s attainment of age 70 1/2; provided, however, that a Participant may elect to have his Required Beginning Date determined without regard to the provisions of clause (i).

(2) for a Participant who is a five percent owner, April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2.

Once the Required Beginning Date of a five percent owner or a Participant who has elected to have his Required Beginning Date determined in accordance with the provisions of Section 2.01(vv)(1)(ii) has occurred, such Required Beginning Date shall not be re-determined, even if the Participant ceases to be a five percent owner in a subsequent year or continues in employment with the Employer or a Related Employer.

For purposes of this Subsection 2.01(vv), a Participant is treated as a five percent owner if such Participant is a five percent owner as defined in Code Section 416(i) (determined in accordance with Code Section 416 but without regard to whether the Plan is top-heavy) at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70 1/2.

(ww) “Rollover Contribution” means any distribution from an eligible retirement plan, as described in Section 5.06, that an Employee or Participant elects to contribute to the Plan, or have considered as contributed, in accordance with the provisions of Section 5.06.

(xx) “Roth 401(k) Contribution” means any Deferral Contribution made to the Plan by the Employer in accordance with the provisions of Subsection 5.03(b) that is not excludable from gross income and is intended to satisfy the requirements of Code Section 402A.

(yy) “Self-Employed Individual” means an individual who has Earned Income for the taxable year from the Employer or who would have had Earned Income but for the fact that the trade or business had no net profits for the taxable year, including, but not limited to, a partner in a partnership, a sole proprietor, a member in a limited liability company or a shareholder in a subchapter S corporation.

(zz) “Service Agreement” means the agreement between the Employer and the Pre-Approved Plan Provider (or an agent or affiliate of the Pre-Approved Plan Provider) relating to the provision of investment and other services to the Plan and shall include any addendum to the agreement and any other separate written agreement between the Employer and the Pre-Approved Plan Provider (or an agent or affiliate of the Pre-Approved Plan Provider) relating to the provision of services to the Plan.

(aaa) “Severance Date” means the earlier of (i) the date an Employee retires, dies, quits, or is discharged from employment with the Employer and all Related Employers or (ii) the 12-month anniversary of the date on which the Employee was otherwise first absent from employment; provided, however, that if an individual terminates or is absent from employment with the Employer and all Related Employers because of military duty, such individual shall not incur a Severance Date if his employment rights are protected under Federal law and he returns to employment with the Employer or a Related Employer within the period during which he retains such employment rights, but, if he does not return to such employment within such period, his Severance Date shall be the earlier of (1) the first anniversary of the date his absence commenced or (2) the last day of the period during which he retains such employment rights.


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(bbb) “Spouse” means the person to whom an individual is married for purposes of Federal income taxes.

(ccc) “Trust” means the trust created by the Employer and the Trustee to hold the assets of the Plan. The provisions of the Plan override any conflicting provision contained in the Trust or any other custodial account or trust documents used with the Plan.

(ddd) “Trust Agreement” means the separate agreement between the Employer and the Trustee under which the assets of the Plan are held, administered, and managed.

(eee) “Trustee” means the individual(s) or entity designated as the Trustee under the Trust Agreement, or its successor or permitted assigns. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.

(fff) “Trust Fund” means the property held in Trust by the Trustee for the benefit of Participants and their Beneficiaries.

(ggg) “Vesting Service” means an Employee’s service that is taken into account in determining his vested interest in his Matching Employer and Nonelective Employer Contributions sub-accounts as may be required under Section 1.16 of the Adoption Agreement. Vesting Service shall be credited in accordance with Article 3.

2.02. Interpretation and Construction of Terms. Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms. Pronouns used in the Plan are in the masculine gender but include all individuals. Wherever used herein, the singular shall include the plural, and the plural shall include the singular, unless the context requires otherwise. Any titles, headings and/or subheadings used in the Plan have been inserted for convenience of reference and are to be ignored in any construction of the Plan’s provisions.

2.03. Special Effective Dates. Some provisions of the Plan are only effective beginning as of a specified date or until a specified date. Any such special effective dates are specified within Plan text where applicable and are exceptions to the general Plan Effective Date as defined in Section 2.01(o).

Article 3. Service.

3.01. Crediting of Eligibility Service. If the Employer has selected an Eligibility Service requirement in Subsection 1.04(b) of the Adoption Agreement for an Eligible Employee to become an Active Participant, Eligibility Service shall be credited to an Employee as follows:

(a) If the Employer has selected the one year or two years requirement, an Employee shall be credited with a year of Eligibility Service for each Eligibility Computation Period during which the Employee has been credited with the number of Hours of Service specified in that Subsection, as applicable. An Eligible Employee who has attained the required number of Hours of Service shall be credited with that year of service on the last day of that Eligibility Computation Period. When the Employer has selected an eligibility requirement with a specified number of Hours of Service, such Hours of Service must be attained during an Eligibility Computation Period.

(b) If the Employer has specified a number of months which requires a minimum number of Hours of Service during the Eligibility Computation Period as the requirement, an Employee shall be credited with Eligibility Service for each Eligibility Computation Period during which the Employee has been credited with the number of months specified within which the requisite number of Hours of Service has been earned or has earned the maximum number of Hours of Service specified, as applicable.

(c) If the Employer has selected a days or months requirement which does not require a minimum number of Hours of Service during the Eligibility Computation Period, an Employee shall be credited with Eligibility Service for the aggregate of the periods beginning with the Employee’s Employment Commencement Date (or Reemployment Commencement Date) and ending on his subsequent Severance Date; provided, however, that an Employee who has a Reemployment Commencement Date within the 12-consecutive-month period following the earlier of the first date of his absence or his Severance Date shall be credited with Eligibility Service for the period


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between his Severance Date and his Reemployment Commencement Date. A day of Eligibility Service shall be credited for each day on which an Employee is credited with Eligibility Service. Months of Eligibility Service shall be measured from the Employee’s Employment Commencement Date or Reemployment Commencement Date to the corresponding date in the applicable following month.

3.02. Re-Crediting of Eligibility Service Following Termination of Employment. An Employee whose employment with the Employer and all Related Employers terminates and who is subsequently reemployed by the Employer or a Related Employer shall be re-credited upon reemployment with his Eligibility Service earned prior to his termination of employment.

3.03. Crediting of Vesting Service. If the Plan provides for Matching Employer and/or Nonelective Employer Contributions that are not 100 percent vested when made, Vesting Service shall be credited to an Employee, subject to any modifications elected by the Employer in Section 1.16 of the Adoption Agreement, for the aggregate of the periods beginning with the Employee’s Employment Commencement Date (or Reemployment Commencement Date) and ending on his subsequent Severance Date; provided, however, that an Employee who has a Reemployment Commencement Date within the 12-consecutive-month period following the earlier of the first date of his absence or his Severance Date shall be credited with Vesting Service for the period between his Severance Date and his Reemployment Commencement Date. Fractional periods of a year shall be expressed in terms of days.

3.04. Application of Vesting Service to a Participant’s Account Following a Break in Vesting Service. The following rules describe how Vesting Service earned before and after a Break in Vesting Service shall be applied for purposes of determining a Participant’s vested interest in his Matching Employer and Nonelective Employer Contributions sub-accounts:

(a) If a Participant incurs five-consecutive Breaks in Vesting Service, all years of Vesting Service earned by the Employee after such Breaks in Service shall be disregarded in determining the Participant’s vested interest in his Matching Employer and Nonelective Employer Contributions sub-account balances attributable to employment before such Breaks in Vesting Service. However, Vesting Service earned both before and after such Breaks in Vesting Service shall be included in determining the Participant’s vested interest in his Matching Employer and Nonelective Employer Contributions sub-account balances attributable to employment after such Breaks in Vesting Service.

(b) If a Participant incurs fewer than five-consecutive Breaks in Vesting Service, Vesting Service earned both before and after such Breaks in Vesting Service shall be included in determining the Participant’s vested interest in his Matching Employer and Nonelective Employer Contributions sub-account balances attributable to employment both before and after such Breaks in Vesting Service.

3.05. Service with Predecessor Employer. If the Plan is the plan of a predecessor employer, an Employee’s Eligibility and Vesting Service shall include years of service with such predecessor employer. If elected in Section 1.17 of the Adoption Agreement, in any case in which the Plan is not the plan maintained by a predecessor employer, service for any employer described in Section 1.17 shall be treated as Eligibility and Vesting Service as indicated therein.

3.06. Change in Service Crediting. Unless provided otherwise in the Adoption Agreement, if an amendment to the Plan or a transfer from employment as an Employee covered under another qualified plan maintained by the Employer or a Related Employer results in a change in the method of crediting Eligibility and/or Vesting Service with respect to a Participant between the Hours of Service crediting method set forth in Section 2530.200b-2 of the Department of Labor Regulations and the elapsed-time crediting method set forth in Section 1.410(a)-7 of the Treasury Regulations, each Participant with respect to whom the method of crediting Eligibility and/or Vesting Service is changed shall have his Eligibility and/or Vesting Service determined in the manner set forth in Section 1.410(a)-7(f)(1) of the Treasury Regulations.

Article 4. Participation.

4.01. Date of Participation. If the Plan is an amendment, as indicated in Subsection 1.01(g)(2)(B) of the Adoption Agreement, all employees who were active participants in the Plan immediately prior to the Effective Date shall continue as Active Participants on the Effective Date, provided that they are Eligible Employees on the Effective Date. If elected by the Employer in Subsection 1.04(f) of the Adoption Agreement, all Eligible Employees who are in the service of the Employer on the date specified in Subsection 1.04(f) (and, if this is an amendment, as indicated in Subsection 1.01(g)(2)(B), were not active participants in the Plan immediately prior to that date) shall become Active Participants on the date elected by the Employer in Subsection 1.04(f). Any other Eligible Employee shall become an Active Participant in the Plan on the Entry Date coinciding with or immediately following the date on which he first satisfies the eligibility requirements set forth in Subsections 1.04(a) and (b) of the Adoption Agreement.


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Any age and/or Eligibility Service requirement that the Employer elects to apply in determining an Eligible Employee’s eligibility to make Deferral Contributions shall also apply in determining an Eligible Employee’s eligibility to make Employee Contributions, if Employee Contributions are permitted under the Plan, and to receive Qualified Nonelective Employer Contributions. An Eligible Employee who has met the eligibility requirements with respect to certain contributions, but who has not met the eligibility requirements with respect to other contributions, shall become an Active Participant in accordance with the provisions of the preceding paragraph, but only with respect to the contributions for which he has met the eligibility requirements.

Notwithstanding any other provision of the Plan, if the Employer selects in Subsection 1.01(g)(5) of the Adoption Agreement that the Plan is a frozen plan, no Employee who was not already an Active Participant on the date the Plan was frozen shall become an Active Participant while the Plan is frozen. If the Employer amends the Plan to remove the freeze, Employees shall again become Active Participants in accordance with the provisions of the amended Plan.

4.02. Transfers Out of Covered Employment. If any Active Participant ceases to be an Eligible Employee, but continues in the employ of the Employer or a Related Employer, such Employee shall cease to be an Active Participant, but shall continue as an Inactive Participant until his entire Account balance is forfeited or distributed. An Inactive Participant shall not be entitled to receive an allocation of contributions or forfeitures under the Plan for the period that he is not an Eligible Employee and wages and other payments made to him by the Employer or a Related Employer for services other than as an Eligible Employee shall not be included in Compensation for purposes of determining the amount and allocation of any contributions to the Account of such Inactive Participant. Such Inactive Participant shall continue to receive credit for Vesting Service completed during the period that he continues in the employ of the Employer or a Related Employer.

4.03. Transfers Into Covered Employment. If an Employee who is not an Eligible Employee becomes an Eligible Employee, such Eligible Employee shall become an Active Participant immediately as of his transfer date if such Eligible Employee has already satisfied the eligibility requirements and would have otherwise previously become an Active Participant in accordance with Section 4.01. Otherwise, such Eligible Employee shall become an Active Participant in accordance with Section 4.01.

Wages and other payments made to an Employee prior to his becoming an Eligible Employee by the Employer or a Related Employer for services other than as an Eligible Employee shall not be included in Compensation for purposes of determining the amount and allocation of any contributions to the Account of such Eligible Employee.

4.04. Resumption of Participation Following Reemployment. If a Participant who terminates employment with the Employer and all Related Employers is reemployed as an Eligible Employee, he shall again become an Active Participant on his Reemployment Commencement Date. If a former Employee is reemployed as an Eligible Employee on or after an Entry Date coinciding with or following the date on which he met the age and service requirements elected by the Employer in Section 1.04 of the Adoption Agreement, he shall become an Active Participant on his Reemployment Commencement Date. Any other former Employee who is reemployed as an Eligible Employee shall become an Active Participant as provided in Section 4.01 or 4.03. Any distribution which a Participant is receiving under the Plan at the time he is reemployed by the Employer or a Related Employer shall cease, except as otherwise required under Section 12.04.

Article 5. Contributions.

5.01. Contributions Subject to Limitations. All contributions made to the Plan under this Article 5 shall be subject to the limitations contained in Article 6.

5.02. Compensation Taken into Account in Determining Contributions. Compensation for purposes of determining contributions other than minimum contributions described in Section 15.03 shall be determined in accordance with Section 1.05 of the Adoption Agreement.

5.03. Deferral Contributions. If so provided in Subsection 1.07(a) of the Adoption Agreement, each Active Participant may elect to execute a salary reduction agreement with the Employer to reduce his Compensation by an amount, as specified in Subsection 1.07(a), for each payroll period or to reduce some portion of his Compensation in accordance with procedures determined by the Administrator which shall be uniform and nondiscriminatory with regard to all Participants (except as permitted pursuant to Section 6.05). Except as specifically elected by the Employer within Subsections 1.07(a) with respect


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to each payroll period, an Active Participant may not elect to make Deferral Contributions in excess of the percentage of Compensation specified by the Employer in Subsection 1.07(a)(1)(A) and Subsection 5.03(a) below. Notwithstanding the foregoing, if the Employer has elected 401(k) Safe Harbor Matching Contributions in Option 1.11(a)(3) of the Adoption Agreement, a Participant must be permitted to make Deferral Contributions under the Plan sufficient to receive the full 401(k) Safe Harbor Matching Employer Contribution provided under such Option and/or the Matching Employer Contributions Addendum to the Adoption Agreement, as applicable. To satisfy the ADP and/or ACP tests (described in Article 6) on the basis of 401(k) Safe Harbor Matching Employer Contributions, the Plan may not limit Deferral Contributions except as permitted under Treasury Regulations Section 1.401(k)-3(c)(6).

An Active Participant’s salary reduction agreement shall become effective on the first day of the first payroll period for which the Employer can reasonably process the request, but not earlier than the later of (a) the effective date of the provisions permitting Deferral Contributions or (b) the date the Employer adopts such provisions. The Employer shall make a Deferral Contribution on behalf of the Participant corresponding to the amount of said reduction. Under no circumstances may a salary reduction agreement be adopted retroactively.

An Active Participant may elect to change or discontinue the amount by which his Compensation is reduced by notice to the Employer as provided in Subsection 1.07(a)(1)(C) or (D). Notwithstanding the Employer’s election in Subsection 1.07(a)(1)(C) or (D), if the Employer has elected 401(k) Safe Harbor Matching Employer Contributions in Subsection 1.11(a)(3) or 401(k) Safe Harbor Nonelective Employer Contributions in Subsection 1.12(a)(3) of the Adoption Agreement, an Active Participant may elect to change or discontinue the amount by which his Compensation is reduced by notice to the Employer within a reasonable period, as specified by the Employer (but not less than 30 days), of receiving the notice described in Section 6.09.

Based upon the Employer’s elections in Subsection 1.07(a), the following special types of Deferral Contributions may be made to the Plan:

(a) Catch-Up Contributions. If elected by the Employer in Subsection 1.07(a)(2) of the Adoption Agreement, an Active Participant who has attained or is expected to attain age 50 before the close of the taxable year shall be eligible to make Catch-Up Contributions to the Plan in excess of an otherwise applicable Plan limit, but not in excess of (i) the dollar limit in effect under Code Section 414(v)(2)(B)(i) for the taxable year or (ii) when added to the other Deferral Contributions made by the Participant for the taxable year, the limit specified in 1.07(a)(2), which cannot exceed 100 percent of the Participant’s “effectively available Compensation,” as defined in this Section 5.03. An otherwise applicable Plan limit is a limit that applies to Deferral Contributions without regard to Catch-Up Contributions, including, but not limited to, (1) the dollar limitation on Deferral Contributions under Code Section 402(g), described in Section 6.02, (2) the limitations on annual additions in effect under Code Section 415, described in Section 6.12, (3) the limitation on Deferral Contributions for Highly Compensated Employees under Code Section 401(k)(3), described in Section 6.03, and (4) the limitation on Deferral Contributions for Highly Compensated Employees which the Administrator may impose, in accordance with the provisions of Section 6.05

In the event that the deferral limit described in Subsection 1.07(a)(1)(A) or the administrative limit described in Section 6.05, as applicable, is changed during the Plan Year, for purposes of determining Catch-Up Contributions for the Plan Year, such limit shall be determined using the time-weighted average method described in Section 1.414(v)-1(b)(2)(i)(B)(1) of the Treasury Regulations, applying the alternative definition of compensation permitted under Section 1.414(v)-1(b)(2)(i)(B)(2) of the Treasury Regulations.

(b) Roth 401(k) Contributions. Notwithstanding any other provision of the Plan to the contrary, if the Employer elects in Subsection 1.07(a)(3) of the Adoption Agreement to permit Roth 401(k) Contributions, then a Participant may irrevocably designate all or a portion of his Deferral Contributions made pursuant to Subsection 1.07(a) as Deferral Contributions that are includible in the Participant’s gross income at the time deferred, pursuant to Code Section 402A and any applicable guidance or regulations issued thereunder (“Roth 401(k) Contributions”). A Participant may change his designation prospectively with respect to future Deferral Contributions as of the date or dates elected by the Employer in Subsection 1.07(a)(1)(C). The Administrator will maintain all such contributions made pursuant to Code Section 402A separately and make distributions in accordance with the Plan unless required to do otherwise by Code Section 402A and any applicable guidance or regulations issued thereunder.


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(c) Automatic Enrollment Contributions. If the Employer elected Option 1.07(a)(4) of the Adoption Agreement, for each Eligible Employee to whom the Employer has elected to apply the automatic enrollment contribution provisions, such Eligible Employee’s Compensation shall be reduced as soon as administratively feasible in accordance with the Administrator’s separate written procedures and the Automatic Enrollment Addendum, if applicable. The Administrator’s separate procedures shall be drafted to be in accord with the Automatic Enrollment Addendum, if applicable, and cover specifics surrounding automatic enrollment (including but not limited to, deferral and increase rates and timing, differences among different groups of employees and coverage for an EACA). The Administrator’s separate procedures may provide that a Participant’s affirmative election out of automatic enrollment expires annually and, in such case, if a Participant fails to complete a new affirmative election subsequent to their prior election expiring, the Participant becomes subject to the default deferral percentage as outlined in the Administrator’s separate procedures; provided, however, that each year, the Participant can always complete a new affirmative election and designate a new deferral percentage. These amounts shall be contributed to the Plan on behalf of such an Eligible Employee as Deferral Contributions. If the Employer has designated in Subsection 1.07(a)(4)(B) that the Plan has an EACA, then the Employer shall also provide to each Eligible Employee covered by the EACA a comprehensive notice, written in a manner calculated to be understood by the average Participant, of the Eligible Employee’s rights and obligations under the Plan within the time described in Section 6.09 for a safe harbor contribution notice. If the Employer has elected through the Automatic Enrollment Addendum, then a Participant who has made automatic enrollment contributions pursuant to the EACA has a permissible withdrawal available pursuant to the following:

(1) The EACA Participant must make any such election within ninety days of the date of his automatic enrollment indicated therein. Upon making such an election, the EACA Participant’s Deferral Contribution election will be set to zero until such time as the EACA Participant’s Deferral Contribution rate has changed pursuant to Subsection 1.07(a)(1).

(2) The amount of such withdrawal shall be equal to the amount of the EACA Deferrals through the end of the fifteen-day period beginning on the date the Participant makes the election described in (1) above, adjusted for allocable gains and losses to the date of such withdrawal.

(3) Any amounts attributable to Employer Matching Contributions allocated to the Account of an EACA Participant with respect to EACA Deferrals that have been withdrawn pursuant to such permissible withdrawal shall be forfeited. In the event that Employer Matching Contributions would otherwise be allocated to the EACA Participant’s Account with respect to EACA Deferrals that have been so withdrawn, the Employer shall not contribute such Employer Matching Contributions to the Plan.

(4) In the event such withdrawal provision is removed from the Plan via an amendment, the transaction continues to be available to EACA Participants who were covered by this provision and who were enrolled automatically prior to the effective date of the provision’s removal.

Except as provided in paragraph (1) above with respect to an EACA Participant who elects a permissible withdrawal, an Active Participant’s Compensation shall continue to be reduced and Deferral Contributions made to the Plan on his behalf until the Active Participant elects to change or discontinue the percentage by which his Compensation is reduced by notice to the Plan Administrator in accordance with procedures the Plan Administrator has developed for that purpose. An Eligible Employee may affirmatively elect not to have his Compensation reduced in accordance with this Subsection 5.03(c) by notice to the Plan Administrator within a reasonable period ending no later than the date Compensation subject to reduction hereunder becomes available to the Eligible Employee.

Notwithstanding any other provision of this Section or of any Participant’s salary reduction agreement, in no event shall a Participant be permitted to make Deferral Contributions in excess of his “effectively available Compensation.” A Participant’s “effectively available Compensation” is his Compensation remaining after all applicable amounts have been withheld (e.g., tax-withholding and withholding of contributions to a cafeteria plan).

5.04. Employee Contributions. If so provided by the Employer in Subsection 1.08(a) of the Adoption Agreement, each Active Participant may elect to make non-deductible Employee Contributions to the Plan in accordance with the rules and procedures established by the Employer and subject to the limits provided through Subsection 1.08(a).

5.05. No Deductible Employee Contributions. No deductible Employee Contributions may be made to the Plan. Deductible Employee Contributions made prior to January 1, 1987 shall be maintained in a separate sub-account. No part of the deductible Employee Contributions sub-account shall be used to purchase life insurance.


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5.06. Rollover Contributions. If so provided by the Employer in Subsection 1.09 of the Adoption Agreement, subject to any limits or modifications provided therein, an Eligible Employee or Participant who is or was entitled to receive a distribution that is eligible for rollover to a qualified plan under Code Section 408(d)(3) or an eligible rollover distribution, as defined in Code Section 402(c)(4) and Treasury Regulations issued thereunder, including an eligible rollover distribution received by such Eligible Employee or Participant as a surviving Spouse or as a Spouse or former Spouse who is an alternate payee under a qualified domestic relations order, from an eligible retirement plan, as defined in Section 13.04 (except that such definition shall also include for these purposes a qualified defined benefit plan described in Code Section 401(a)), may elect to contribute all or any portion of such distribution to the Trust directly from such eligible retirement plan (a “direct rollover”). Except as otherwise provided in Subsection 1.09(b) of the Adoption Agreement and to the extent permitted by the Trustee, Rollover Contributions shall be made in the form of cash, Fund Shares, or promissory notes evidencing a plan loan to the Eligible Employee.

Notwithstanding the foregoing, the Plan shall not accept the following as Rollover Contributions:

(a) the contributions excluded by the Employer, if any, in Subsection 1.09(a);

(b) any rollover of after-tax employee contributions that is not made by a direct rollover;

(c) any rollover from an individual retirement account or annuity described in Code Section 408(a) or (b) (including a Roth IRA under Code Section 408A) to the extent such amount would not otherwise be includible in the Employee’s income; or

(d) except as provided in Subsection 1.09(b), any rollover amounts which are not “designated Roth contributions” which are to be contributed to the Plan as “designated Roth contributions.”

To the extent the Plan accepts Rollover Contributions of after-tax employee contributions, the Plan will separately account for such contributions, including separate accounting for the portion of the Rollover Contribution that is includible in gross income and the portion that is not includible in gross income.

Except with regard to a rollover made pursuant to Subsection 1.09(b), any rollover of “designated Roth contributions”, as defined in Subsection 6.01(e), shall be subject to the requirements of Code Section 402(c). To the extent the Plan accepts Rollover Contributions of “designated Roth contributions”, the Plan will separately account for such contributions in accordance with the provisions of Section 7.01, including separate accounting for the portion of the Rollover Contribution that is includible in gross income and the portion that is not includible in gross income, if applicable. If the Plan accepts a direct rollover of “designated Roth contributions”, the Trustee and the Plan Administrator shall be entitled to rely on a statement from the distributing plan’s administrator identifying (i) the Eligible Employee’s basis in the rolled over amounts and (ii) the date on which the Eligible Employee’s 5-taxable-year period of participation (as required under Code Section 402A(d)(2) for a qualified distribution of “designated Roth contributions”) started under the distributing plan. If the 5-taxable-year period of participation under the distributing plan would end sooner than the Eligible Employee’s 5-taxable-year period of participation under the Plan, the 5-taxable-year period of participation applicable under the distributing plan shall continue to apply with respect to the Rollover Contribution.

Notwithstanding the above, if so provided in Subsection 1.09(b), and as limited as provided therein, a Participant or Beneficiary may elect to have any portion of his Account otherwise distributable under the terms of the Plan, which is not “designated Roth contributions” under the Plan and meets the definition of an “eligible rollover distribution” found in Section 13.04(c), be considered “designated Roth contributions” for purposes of the Plan. Any assets converted in such a way shall be separately accounted for and shall still be subject to distribution constraints found in Article 14 applicable to them prior to the conversion. Such assets shall also retain any distribution rights, such as those found in Article 10, applicable to them prior to the conversion and shall be treated as Rollover Contributions for purposes of withdrawal pursuant to Section 10.03. Each such in-plan rollover shall be subject to its own 5-taxable year period of participation and subject to the requirements of Code Section 408A(d)(3)(F). Also, if elected by the Employer in Section 1.09(c) of the Adoption Agreement, any Participant meeting the requirements set forth in Section 1.09(c) may elect to have any part of the portions of his Account as may be described and limited therein, which are not “designated Roth contributions” and are not currently distributable under the Plan, be considered “designated Roth contributions” for purposes of the Plan. Any assets converted in such a way shall be considered a rollover only for purposes of this Section, be separately accounted for, be maintained in such records as are necessary for the proper reporting thereof, and have any distribution constraints, such as those found in Article 14, applicable to them prior to the conversion continue to apply to them. A conversion in accordance with the preceding sentence will not eliminate any Code Section 411(d)(6) protected distribution rights attributable to the amount being converted.


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If so elected in Option 1.09(a)(1)(A), an Eligible Employee who has not yet become an Active Participant in the Plan in accordance with the provisions of Article 3 may make a Rollover Contribution to the Plan. Such Eligible Employee shall be treated as a Participant under the Plan for all purposes of the Plan, except eligibility to have Deferral Contributions made on his behalf and to receive an allocation of Matching Employer or Nonelective Employer Contributions.

The Administrator shall require such information from Eligible Employees as it deems necessary to ensure that amounts contributed under this Section 5.06 meet the requirements for tax-deferred rollovers established by this Section and by Code Section 402(c) and develop procedures to govern the Plan’s acceptance of Rollover Contributions.

If a Rollover Contribution made under this Section is later determined by the Administrator not to have met the requirements of this Section or of the Code or Treasury regulations, the Trustee shall, within a reasonable time after such determination is made, and on instructions from the Administrator, distribute to the Employee the amounts then held in the Trust attributable to such Rollover Contribution.

A Participant’s Rollover Contributions sub-account shall be subject to the terms of the Plan, including Article 14, except as otherwise provided in this Section.

5.07. Qualified Nonelective Employer Contributions. The Employer may, in its discretion, make a Qualified Nonelective Employer Contribution for the Plan Year in any amount it deems necessary for a permissible purpose. Unless another allocation method will be utilized to address a correction in accordance with the Employee Plans Compliance Resolution System (EPCRS, as described in Revenue Procedure 2016-51 and any subsequent guidance), any Qualified Nonelective Employer Contribution shall be allocated to Participants in accordance with Subsection 1.10(a) of the Adoption Agreement.

Participants shall not be required to satisfy any Hours of Service or employment requirement for the Plan Year in order to receive an allocation of Qualified Nonelective Employer Contributions.

Qualified Nonelective Employer Contributions shall be distributable only in accordance with Section 1.401(k)-6 of the Treasury Regulations.

5.08. Matching Employer Contributions. If so provided by the Employer in Section 1.11(a) of the Adoption Agreement, the Employer shall make Matching Employer Contributions on behalf of each of its “eligible” Participants as indicated therein. The amount of the Matching Employer Contribution shall be determined in accordance with Subsections 1.11(a) and/or the Matching Employer Contributions Addendum to the Adoption Agreement, as applicable. If the Employer has elected to make Matching Employer Contributions in accordance with Subsection 1.11(a)(2) or 1.11(b) of the Adoption Agreement, then such contributions shall be made in the amount and frequency described within timely-adopted governance from that Employer’s board of directors or other governing body under applicable local law. If the Employer has selected Subsection 1.11(d)(5) with respect to discretionary Matching Employer Contributions made in accordance with Subsection 1.11(a)(2), such governance shall also specify the period for which discretionary Matching Employer Contributions will be made. After such adoption, the Employer must provide the Administrator written instructions describing (1) how the Matching Employer Contribution will be allocated to “eligible” Participants, (2) the Contribution Period(s) to which the Matching Employer Contribution allocation(s) apply(-ies), and (3) if applicable, a description of the designated groups of “eligible” Participants receiving such allocation(s). Additionally, for Plan Years beginning after the Effective Date listed in Section 1.01(g)(1) of the Adoption Agreement, a summary of these instructions must be communicated to Participants who receive discretionary Matching Employer Contributions. The summary must be communicated to Participants no later than 60 days following the date on which the last discretionary Matching Employer Contribution is made to the Plan for the Plan Year.

Notwithstanding the foregoing, unless otherwise elected in Subsection 1.11(c)(1)(A) of the Adoption Agreement, the Employer shall not make Matching Employer Contributions, other than 401(k) Safe Harbor Matching Employer Contributions, with respect to an “eligible” Participant’s Catch-Up Contributions. If, due to application of a Plan limit, Matching Employer Contributions other than 401(k) Safe Harbor Matching Employer Contributions are attributable to CatchUp Contributions, such Matching Employer Contributions, plus any income and minus any loss allocable thereto, shall be forfeited and applied as provided in Section 11.09.


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5.09. Qualified Matching Employer Contributions. If so provided by the Employer in Subsection 1.11(f) of the Adoption Agreement, prior to making its Matching Employer Contribution (other than any 401(k) Safe Harbor Matching Employer Contribution) to the Plan, the Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching Employer Contribution. The Employer shall notify the Trustee of such designation at the time it makes its Matching Employer Contribution. Qualified Matching Employer Contributions shall be distributable only in accordance with Section 1.401(k)-6 of the Treasury Regulations.

If the amount of an Employer’s Qualified Matching Employer Contribution is determined based on a Participant’s Compensation, and the Qualified Matching Employer Contribution is necessary to satisfy the “ADP” test described in Section 6.03, the compensation used in determining the amount of the Qualified Matching Employer Contribution shall be “testing compensation”, as defined in Subsection 6.01(s). If the Qualified Matching Employer Contribution is not necessary to satisfy the “ADP” test described in Section 6.03, the compensation used to determine the amount of the Qualified Matching Employer Contribution shall be Compensation as defined in Subsection 2.01(k).

5.10. Nonelective Employer Contributions. If so provided by the Employer in Subsection 1.12(a) and/or (b) of the Adoption Agreement, the Employer shall make Nonelective Employer Contributions to the Trust in accordance with Section 1.12 of the Adoption Agreement to be allocated among “eligible” Participants as indicated therein. Nonelective Employer Contributions shall be allocated as follows:

(a) If the Employer has elected a fixed contribution formula, Nonelective Employer Contributions shall be allocated among “eligible” Participants in the manner specified in Section 1.12 or the Nonelective Employer Contributions Addendum to the Adoption Agreement, as applicable.

(b) If the Employer has elected a discretionary contribution amount, Nonelective Employer Contributions shall be allocated among “eligible” Participants, as determined in accordance with Section 1.12, as follows:

(1) If the non-integrated formula is elected in Subsection 1.12(b)(1), Nonelective Employer Contributions shall be allocated to “eligible” Participants in the ratio that each “eligible” Participant’s Compensation bears to the total Compensation paid to all “eligible” Participants for the Contribution Period.

(2) If the integrated formula is elected in Subsection 1.12(b)(2), Nonelective Employer Contributions shall be allocated in the following steps:

(A) First, to each “eligible” Participant in the same ratio that the sum of the “eligible” Participant’s Compensation and “excess Compensation” for the Plan Year bears to the sum of the Compensation and “excess Compensation” of all “eligible” Participants for the Plan Year. This allocation as a percentage of the sum of each “eligible” Participant’s Compensation and “excess Compensation” shall not exceed the “permitted disparity limit”, as defined in Section 1.12.

Notwithstanding the foregoing, if in any Plan Year an “eligible” Participant has reached the “cumulative permitted disparity limit”, such “eligible” Participant shall receive an allocation under this Subsection 5.10(b)(2)(A) based on two times his Compensation for the Plan Year, rather than the sum of his Compensation and “excess Compensation” for the Plan Year. If an “eligible” Participant did not benefit under a qualified defined benefit plan or target benefit plan for any Plan Year beginning on or after January 1, 1994, the “eligible” Participant shall have no “cumulative disparity limit”.

(B) Second, if any Nonelective Employer Contributions remain after the allocation in Subsection 5.10(b)(2)(A), the remaining Nonelective Employer Contributions shall be allocated to each “eligible” Participant in the same ratio that the “eligible” Participant’s Compensation for the Plan Year bears to the total Compensation of all “eligible” Participants for the Plan Year.

Notwithstanding the provisions of Subsections 5.10(b)(2)(A) and (B) above, if in any Plan Year an “eligible” Participant benefits under another qualified plan or simplified employee pension, as defined in Code Section 408(k), that provides for or imputes permitted disparity, the Nonelective Employer Contributions for the Plan Year allocated to such “eligible” Participant shall be in the ratio that his Compensation for the Plan Year bears to the total Compensation paid to all “eligible” Participants.


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For purposes of this Subsection 5.10(b)(2), the following definitions shall apply:

(C) “Cumulative permitted disparity limit” means 35 multiplied by the sum of an “eligible” Participant’s annual permitted disparity fractions, as defined in Sections 1.401(l)-5(b)(3) through (b)(7) of the Treasury Regulations, attributable to the “eligible” Participant’s total years of service under the Plan and any other qualified plan or simplified employee pension, as defined in Code Section 408(k), maintained by the Employer or a Related Employer. For each Plan Year commencing prior to January 1, 1989, the annual permitted disparity fraction shall be deemed to be one, unless the Participant never accrued a benefit under any qualified plan or simplified employee pension maintained by the Employer or a Related Employer during any such Plan Year. In determining the annual permitted disparity fraction for any Plan Year, the Employer may elect to assume that the full disparity limit has been used for such Plan Year.

(D) “Excess Compensation” means Compensation in excess of the “integration level” specified by the Employer in Subsection 1.12(b)(2) of the Adoption Agreement.

5.11. Vested Interest in Contributions.

(a) Participant’s vested interest in the following sub-accounts shall be 100 percent:

(1) his Deferral Contributions sub-account;

(2) his Qualified Nonelective Employer Contributions sub-account;

(3) his Qualified Matching Employer Contributions sub-account;

(4) his 401(k) Safe Harbor Nonelective Employer Contributions sub-account (unless such sub-account is attributable to a QACA in such case Subsection 5.11(b) shall apply);

(5) his 401(k) Safe Harbor Matching Employer Contributions sub-account (unless such sub-account is attributable to a QACA in such case Subsection 5.11(b) shall apply);

(6) his Rollover Contributions sub-account;

(7) his Employee Contributions sub-account; and

(8) his deductible Employee Contributions sub-account

(b) Contributions attributable to a QACA shall become 100% vested no later than upon a Participant’s completion of two Years of Service.

Except as otherwise specifically provided in the Eligibility, Service and Vesting Addendum to the Adoption Agreement or as may be required under Section 15.05, a Participant’s vested interest in his Nonelective Employer Contributions sub-account attributable to Nonelective Employer Contributions other than those described in Subsection 5.11(a)(4) above, shall be determined in accordance with the vesting schedule elected by the Employer in Subsection 1.16(c)(1) of the Adoption Agreement. Except as otherwise specifically provided in the Eligibility, Service and Vesting Addendum to the Adoption Agreement, a Participant’s vested interest in his Matching Employer Contributions sub-account attributable to Matching Employer Contributions other than those described in Subsection 5.11(a)(5) above, shall be determined in accordance with the vesting schedule elected by the Employer in Subsection 1.16(c)(2) of the Adoption Agreement.

5.12. Time for Making Contributions. The Employer shall pay its contribution for each Plan Year not later than the time prescribed by law for filing the Employer’s Federal income tax return for the fiscal (or taxable) year with or within which such Plan Year ends (including extensions thereof).

If the Employer has elected the payroll period as the Contribution Period in Subsection 1.11(d) of the Adoption Agreement, the Employer shall remit any 401(k) Safe Harbor Matching Employer Contributions made during a Plan Year quarter to the Trustee no later than the last day of the immediately following Plan Year quarter.

The Employer must remit Employee Contributions and Deferral Contributions to the Trustee as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets, but not later than the 15th business day of the calendar month following the month in which such amount otherwise would have been paid to the Participant, or within such other time frame as may be determined by applicable regulation or legislation.


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The Trustee shall have no authority to inquire into the correctness of the amounts contributed and remitted to the Trustee or to determine whether any contribution is payable under this Article 5. The Administrator shall be the named fiduciary responsible for ensuring the Employer remits contributions and loan repayments to the Trust and shall have the duty and responsibility for the collection of such contributions and repayments when not timely made by the Employer, provided that the Administrator may appoint another named fiduciary to handle such responsibility and notify the Trustee of such appointment in writing.

5.13. Exclusive Benefit and Return of Employer Contributions. In accordance with Code Section 401(a)(2) and ERISA Section 403(c) (if applicable), Plan assets shall be held for the exclusive purpose of providing benefits to Participants and Beneficiaries and defraying the reasonable expenses of administering the Plan, and no such assets shall ever revert to the Employer except that if the Employer or the Plan Administrator so direct:

(a) contributions made by the Employer by mistake of fact may be returned to the Employer within 1 year of the date of payment,

(b) contributions that are conditioned on the deductibility thereof under Code Section 404 may be returned to the Employer within 1 year of the disallowance of the deduction, and

(c) contributions that are conditioned on the initial qualification of the Plan under the Code may be returned to the Employer within 1 year after such qualification is denied by determination of the Internal Revenue Service, but only if an application for determination of such qualification is made within the time prescribed by law for filing the Employer’s federal income tax return for its taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.

All contributions under the Plan are hereby expressly conditioned on the initial qualification of the Plan and their deductibility under the Code.

5.14. Frozen Plan. If the Employer has elected Subsection 1.01(g)(5) of the Adoption Agreement, then in accordance therewith and notwithstanding any other provision of the Plan to the contrary, the Plan is a frozen plan. If the Employer amends the Plan to remove the freeze, contributions shall resume in accordance with the provisions of the amended Plan.

Article 6. Limitations on Contributions.

6.01. Special Definitions. For purposes of this Article, the following definitions shall apply:

(a) “Annual additions” mean the sum of the following amounts allocated to an Active Participant for a Limitation Year:

(1) all employer contributions allocated to an Active Participant’s account under qualified defined contribution plans maintained by the “415 employer”, including amounts applied to reduce employer contributions as provided under Section 11.09, but excluding amounts treated as Catch-Up Contributions;

(2) all employee contributions allocated to an Active Participant’s account under a qualified defined contribution plan or a qualified defined benefit plan maintained by the “415 employer” if separate accounts are maintained with respect to such Active Participant under the defined benefit plan;

(3) all forfeitures allocated to an Active Participant’s account under a qualified defined contribution plan maintained by the “415 employer”;

(4) all amounts allocated to an “individual medical benefit account” which is part of a pension or annuity plan maintained by the “415 employer”;

(5) all amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a “welfare benefit fund” maintained by the “415 employer”; and

(6) all allocations to an Active Participant under a “simplified employee pension”.


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(b) “Contribution percentage” means the ratio (expressed as a percentage) of (1) the “contribution percentage amounts” allocated to an “eligible participant’s” Accounts for the Plan Year to (2) the “eligible participant’s” “testing compensation” for the Plan Year.

(1) “Contribution percentage amounts” include the following:

(A) any Employee Contributions made by an “eligible participant” to the Plan;

(B) any Matching Employer Contributions on eligible contributions as elected by the Employer in Subsection 1.11(c) of the Adoption Agreement, made for the Plan Year, but excluding (A) Qualified Matching Employer Contributions that are taken into account in satisfying the “ADP” test described in Section 6.03 and (B) Matching Employer Contributions that are forfeited (to the extent the forfeiture is completed prior to applying the “ACP” test) either to correct “excess aggregate contributions” or because the contributions to which they relate are “excess deferrals”, “excess contributions”, “excess aggregate contributions”, or Catch-Up Contributions (in the event the Plan does not provide for Matching Employer Contributions with respect to Catch-Up Contributions);

(C) Qualified Nonelective Employer Contributions allocated as of a date within the “testing year” and designated at the time of contribution as applying for the “ACP” test;

(D) 401(k) Safe Harbor Nonelective Employer Contributions may be included to the extent such contributions are not required to satisfy the safe harbor contribution requirements under Section 1.401(k)-3(b) of the Treasury Regulations, excluding 401(k) Safe Harbor Nonelective Employer Contributions that are taken into account in satisfying the “ADP” test described in Section 6.03; and

(E) Deferral Contributions, when necessary to pass the “ACP” test, provided that the “ADP” test described in Section 6.03 is satisfied or treated as satisfied (except as in accordance with Section 6.09) both including Deferral Contributions included as “contribution percentage amounts” and excluding such Deferral Contributions.

(2) Notwithstanding the foregoing, for any Plan Year in which the “ADP” test described in Section 6.03 is deemed satisfied pursuant to Section 6.09 with respect to some or all Deferral Contributions, “contribution percentage amounts”:

(A) shall not include any Deferral Contributions with respect to which the “ADP” test is deemed satisfied; and

(B) may have the following Matching Employer Contributions excluded:

(i) if the requirements described in Section 6.10 for deemed satisfaction of the “ACP” test with respect to some or all Matching Employer Contributions are met, those Matching Employer Contributions with respect to which the “ACP” test is deemed satisfied; or

(ii) if the “ADP” test is deemed satisfied using 401(k) Safe Harbor Matching Employer Contributions, but the requirements described in Section 6.10 for deemed satisfaction of the “ACP” test with respect to Matching Employer Contributions are not met, any Matching Employer Contributions made on behalf of an “eligible participant” for the Plan Year that do not exceed four percent of the “eligible participant’s” Compensation for the Plan Year.

(3) Notwithstanding any other provisions of this Subsection, if an Employer elects to change from the current year testing method described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior year testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not be considered “contribution percentage amounts” for purposes of determining the “contribution percentages” of Non-Highly Compensated Employees for the prior year immediately preceding the Plan Year in which the change is effective:


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(A) Qualified Matching Employer Contributions that were taken into account in satisfying the “ADP” test described in Section 6.03 for such prior year;

(B) Qualified Nonelective Employer Contributions that were taken into account in satisfying the “ADP” test described in Section 6.03 or the “ACP” test described in Section 6.06 for such prior year; and

(C) 401(k) Safe Harbor Nonelective Employer Contributions that were taken into account in satisfying the “ADP” test described in Section 6.03 or the “ACP” test described in Section 6.06 for such prior year or that were required to satisfy the safe harbor contribution requirements under Section 1.401(k)-3(b) of the Treasury Regulations for such prior year.;

To be included in determining an “eligible participant’s” “contribution percentage” for a Plan Year, Employee Contributions must be made to the Plan before the end of such Plan Year and other “contribution percentage amounts” must be allocated to the “eligible participant’s” Account as of a date within such Plan Year and made before the last day of the 12-month period immediately following the Plan Year to which the “contribution percentage amounts” relate. If an Employer has elected the prior year testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, “contribution percentage amounts” that are taken into account for purposes of determining the “contribution percentages” of Non-Highly Compensated Employees for the prior year relate to such prior year. Therefore, such “contribution percentage amounts” must be made before the last day of the Plan Year being tested.

(d) “Deferral ratio” means the ratio (expressed as a percentage) of (1) the amount of “includable contributions” made on behalf of an Active Participant for the Plan Year to (2) the Active Participant’s “testing compensation” for such Plan Year. An Active Participant who does not receive “includable contributions” for a Plan Year shall have a “deferral ratio” of zero.

(e) “Designated Roth contributions” mean any Roth 401(k) Contributions made to the Plan and any “elective deferrals” made to another plan that would be excludable from a Participant’s income, but for the Participant’s election to designate such contributions as Roth contributions and include them in income.

(f) “Determination year” means (1) for purposes of determining income or loss with respect to “excess deferrals”, the calendar year in which the “excess deferrals” were made and (2) for purposes of determining income or loss with respect to “excess contributions”, and “excess aggregate contributions”, the Plan Year in which such “excess contributions” or “excess aggregate contributions” were made.

(g) “Elective deferrals” mean all employer contributions, other than Deferral Contributions, made on behalf of a Participant pursuant to an election to defer under any qualified cash or deferred arrangement as described in Code Section 401(k), any simplified employee pension cash or deferred arrangement as described in Code Section 402(h)(1)(B), any eligible deferred compensation plan under Code Section 457, any plan as described under Code Section 501(c)(18), and any employer contributions made on behalf of a Participant pursuant to a salary reduction agreement for the purchase of an annuity contract under Code Section 403(b). “Elective deferrals” include “designated Roth contributions” made to another plan. “Elective deferrals” do not include any deferrals properly distributed as excess “annual additions” or any deferrals treated as catch-up contributions in accordance with the provisions of Code Section 414(v).

(h) “Eligible participant” means any Active Participant who is eligible to make Employee Contributions, or Deferral Contributions (if the Employer takes such contributions into account in calculating “contribution percentages”), or to receive a Matching Employer Contribution. Notwithstanding the foregoing, the term “eligible participant” shall not include any Active Participant who is included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers.


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(i) “Excess aggregate contributions” with respect to any Plan Year mean the excess of

(1) The aggregate “contribution percentage amounts” actually taken into account in computing the average “contribution percentages” of “eligible participants” who are Highly Compensated Employees for such Plan Year, over

(2) The maximum amount of “contribution percentage amounts” permitted to be made on behalf of Highly Compensated Employees under Section 6.06 (determined by reducing “contribution percentage amounts” made for the Plan Year on behalf of “eligible participants” who are Highly Compensated Employees in order of their “contribution percentages” beginning with the highest of such “contribution percentages”).

“Excess aggregate contributions” shall be determined after first determining “excess deferrals” and then determining “excess contributions”.

(j) “Excess contributions” with respect to any Plan Year mean the excess of

(1) The aggregate amount of “includable contributions” actually taken into account in computing the average “deferral percentage” of Active Participants who are Highly Compensated Employees for such Plan Year, over

(2) The maximum amount of “includable contributions” permitted to be made on behalf of Highly Compensated Employees under Section 6.03 (determined by reducing “includable contributions” made for the Plan Year on behalf of Active Participants who are Highly Compensated Employees in order of their “deferral ratios”, beginning with the highest of such “deferral ratios”).

(k) “Excess deferrals” mean those Deferral Contributions and/or “elective deferrals” that are includable in a Participant’s gross income under Code Section 402(g) to the extent such Participant’s Deferral Contributions and/or “elective deferrals” for a calendar year exceed the dollar limitation under such Code Section for such calendar year.

(l) “Excess 415 amount” means the excess of an Active Participant’s “annual additions” for the Limitation Year over the “maximum permissible amount”.

(m) “415 compensation” means Compensation (as defined in Section 2.01(k)), subject to the following:

(1) “415 compensation” does not exclude any amounts elected by the Employer in Subsection 1.05(b) of the Adoption Agreement.

(2) “415 compensation” shall be based on compensation for all services to the “415 employer.”

(3) “415 compensation” shall be based on the amount actually paid or made available to the Participant (or, if earlier, includible in the gross income of the Participant) during the Limitation Year.

(4) An Eligible Employee’s severance from employment, as defined in Section 2.01(k), shall be applied using the modification to the employer aggregation rules prescribed in Code Section 415(h).

(5) “415 compensation” may include amounts earned, but not paid during the Limitation Year solely because of the timing of pay periods and pay dates, provided

(A) such amounts are paid during the first few weeks of the next Limitation Year;

(B) such amounts are included on a uniform and consistent basis with respect to all similarly situated Participants; and

(6) If the initial Plan Year of a new plan consists of fewer than 12 months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such initial Plan Year and if the Employer has designated in Subsection 1.01(f) of the Adoption Agreement that the Limitation Year is based on the Plan Year, for purposes of determining Compensation for such initial Plan Year, the Limitation Year shall be the 12-month period ending on the last day of the Plan Year.

In addition, “415 compensation” shall not reflect compensation for a Limitation Year greater than the limit under Code Section 401(a)(17) that applies to that Limitation Year.


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(n) “415 employer” means the Employer and any other employers which constitute a controlled group of corporations (as defined in Code Section 414(b) as modified by Code Section 415(h)) or which constitute trades or businesses (whether or not incorporated) which are under common control (as defined in Code Section 414(c) as modified by Code Section 415(h)) or which constitute an affiliated service group (as defined in Code Section 414(m)) and any other entity required to be aggregated with the Employer pursuant to regulations issued under Code Section 414(o).

(o) “Includable contributions” mean those amounts included in applying the “ADP” test.

(1) “Includable contributions” include the following:

(A) any Deferral Contributions made on behalf of an Active Participant, including “excess deferrals” of Highly Compensated Employees and “designated Roth contributions”, except as specifically provided in Subsection 6.01(o)(2);

(B) Qualified Nonelective Employer Contributions allocated as of a date within the “testing year” and designated at the time of contribution as applying for the “ADP” test; and

(C) to the extent necessary to satisfy the “ADP” test, Qualified Matching Employer Contributions on Deferral Contributions or Employee Contributions made for the Plan Year allocated as of a date within the “testing year” and so designated at the time of contribution; provided, however, that the maximum amount of Qualified Matching Employer Contributions included in “includable contributions” with respect to an Active Participant shall not exceed the greater of 5% of the Active Participant’s “testing compensation” or 100% of his Deferral Contributions for the Plan Year.

(2) “Includable contributions” shall not include the following:

(A) Catch-Up Contributions, except to the extent that a Participant’s Deferral Contributions are classified as Catch-Up Contributions as provided in Section 6.04 solely because of a failure of the “ADP” test described in Section 6.03;

(B) “excess deferrals” of Non-Highly Compensated Employees that arise solely from Deferral Contributions made under the Plan or plans maintained by the Employer or a Related Employer;

(D) additional elective contributions made pursuant to Code Section 414(u) that are treated as Deferral Contributions;

(E) for any Plan Year in which the “ADP” test described in Section 6.03 is deemed satisfied pursuant to Section 6.09 with respect to some or all Deferral Contributions, the following:

(i) any Deferral Contributions with respect to which the “ADP” test is deemed satisfied; and

(ii) Qualified Matching Employer Contributions, except to the extent that the “ADP” test described in Section 6.03 must be satisfied with respect to some Deferral Contributions and such Qualified Matching Employer Contributions are used in applying the “ADP” test.

(3) Notwithstanding any other provision of this Subsection, if an Employer elects to change from the current year testing method described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior year testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not be considered “includable contributions” for purposes of determining the “deferral ratios” of Non-Highly Compensated Employees for the prior year immediately preceding the Plan Year in which the change is effective:

(A) Deferral Contributions that were taken into account in satisfying the “ACP” test described in Section 6.06 for such prior year pursuant to Subsection 6.01(c)(1)(E) above;


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(D) 401(k) Safe Harbor Matching Employer Contributions that were taken into account in satisfying the “ADP” test described in Section 6.03 for such prior year or that were required to satisfy the safe harbor contribution requirements under Section 1.401(k)-3(c) of the Treasury Regulations for such prior year; and

(E) Qualified Matching Employer Contributions that were taken into account in satisfying the “ADP” test described in Section 6.03 or the “ACP” test described in Section 6.06 for such prior year.

To be included in determining an Active Participant’s “deferral ratio” for a Plan Year, “includable contributions” must be allocated to the Participant’s Account as of a date within such Plan Year and made before the last day of the 12-month period immediately following the Plan Year to which the “includable contributions” relate. If an Employer has elected the prior year testing method described in Subsection 1.06(a)(2), “includable contributions” that are taken into account for purposes of determining the “deferral ratios” of Non-Highly Compensated Employees for the prior year relate to such prior year. Therefore, such “includable contributions” must be made before the last day of the Plan Year being tested.

(p) “Individual medical benefit account” means an individual medical benefit account as defined in Code Section 415(l)(2).

(q) “Maximum permissible amount” means for a Limitation Year with respect to any Active Participant the lesser of (1) the maximum dollar amount permitted for the Limitation Year under Code Section 415(c)(1)(A) adjusted as provided in Code Section 415(d) (e.g., $51,000 for the Limitation Year ending in 2013) or (2) 100 percent of the Active Participant’s “415 compensation” for the Limitation Year. If a short Limitation Year is created because of an amendment changing the Limitation Year to a different 12-consecutive-month period, the dollar limitation specified in clause (1) above shall be adjusted by multiplying it by a fraction the numerator of which is the number of months (counting any portion of a month as a whole month) in the short Limitation Year and the denominator of which is 12.

The limitation specified in clause (2) above shall not apply to any contribution for medical benefits within the meaning of Code Section 401(h) or 419A(f)(2) after separation from service which is otherwise treated as an “annual addition” under Code Section 419A(d)(2) or 415(l)(1).

(r) “Simplified employee pension” means a simplified employee pension as defined in Code Section 408(k).

(s) “Testing compensation” means the base compensation definition elected by the Employer in Subsection 1.05(a), as described in Subsection 2.01(k)(1) or, in the case of a Self-Employed Individual, Earned Income as described in Subsection 2.01(k)(1)(A). However in lieu of such definition and at the option of the Employer or Plan Administrator, the Employer or Plan Administrator may specify any other definition of compensation allowable under Code Section 414(s) or applicable guidance or regulations issued thereunder. “Testing compensation” shall be based on the amount actually paid to a Participant during the “testing year” or, at the option of the Employer or Plan Administrator, during that portion of the “testing year” during which the Participant is an Active Participant; provided, however, that if the Employer elected different Eligibility Service requirements for purposes of eligibility to make Deferral Contributions and to receive Matching Employer Contributions, then “testing compensation” must be based on the amount paid to a Participant during the full “testing year”.


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The annual “testing compensation” of each Active Participant taken into account in applying the “ADP” test described in Section 6.03 and the “ACP” test described in Section 6.06 for any “testing year” shall not exceed the annual compensation limit under Code Section 401(a)(17) as in effect on the first day of the “testing year” (e.g., $255,000 for the “testing year” beginning in 2013). This limit shall be adjusted by the Secretary to reflect increases in the cost of living, as provided in Code Section 401(a)(17)(B); provided, however, that the dollar increase in effect on January 1 of any calendar year is effective for “testing years” beginning in such calendar year. If a Plan determines “testing compensation” over a period that contains fewer than 12 calendar months (a “short determination period”), then the Compensation limit for such “short determination period” is equal to the Compensation limit for the calendar year in which the “short determination period” begins multiplied by the ratio obtained by dividing the number of full months in the “short determination period” by 12; provided, however, that such proration shall not apply if there is a “short determination period” because an election was made, in accordance with any rules and regulations issued by the Secretary of the Treasury or his delegate, to apply the “ADP” test described in Section 6.03 and/or the “ACP” test described in Section 6.06 based only on “testing compensation” paid during the portion of the “testing year” during which an individual was an Active Participant.

(t) “Testing year” means:

(1) if the Employer has elected the current year testing method in Subsection 1.06(a)(1) of the Adoption Agreement, the Plan Year being tested.

(2) if the Employer has elected the prior year testing method in Subsection 1.06(a)(2) of the Adoption Agreement, the Plan Year immediately preceding the Plan Year being tested.

(u) “Welfare benefit fund” means a welfare benefit fund as defined in Code Section 419(e).

To the extent that types of contributions defined in Section 2.01 are referred to in this Article 6, the defined term includes similar contributions made under other plans where the context so requires.

6.02. Code Section 402(g) Limit on Deferral Contributions. In no event shall the amount of Deferral Contributions, other than Catch-Up Contributions, made under the Plan for a calendar year, when aggregated with the “elective deferrals” made under any other plan maintained by the Employer or a Related Employer, exceed the dollar limitation contained in Code Section 402(g) in effect at the beginning of such calendar year.

A Participant may assign to the Plan any “excess deferrals” made during a calendar year by notifying the Administrator on or before March 15 following the calendar year in which the “excess deferrals” were made of the amount of the “excess deferrals” to be assigned to the Plan. A Participant is deemed to notify the Administrator of any “excess deferrals” that arise by taking into account only those Deferral Contributions made to the Plan and those “elective deferrals” made to any other plan maintained by the Employer or a Related Employer. Notwithstanding any other provision of the Plan, “excess deferrals”, plus any income and minus any loss allocable thereto, as determined under Section 6.08, shall be distributed no later than April 15 to any Participant to whose Account “excess deferrals” were so assigned for the preceding calendar year and who claims “excess deferrals” for such calendar year. In the event that “excess deferrals” are allocated to a Participant’s Deferral Contributions sub-accounts, such “excess deferrals” will be distributed first from the Participant’s Deferral Contributions for the Plan Year other than his Roth 401(k) Contributions then from his Roth 401(k) Contributions unless provided otherwise in the Adoption Agreement.

“Excess deferrals” to be distributed to a Participant for a calendar year shall be reduced by any “excess contributions” for the Plan Year beginning within such calendar year that were previously distributed or re-characterized in accordance with the provisions of Section 6.04.

Any Matching Employer Contributions attributable to “excess deferrals”, plus any income and minus any loss allocable thereto, as determined under Section 6.08, shall be forfeited and applied as provided in Section 11.09.

“Excess deferrals” shall be treated as “annual additions” under the Plan, unless such amounts are distributed no later than the first April 15 following the close of the calendar year in which the “excess deferrals” were made.

6.03. Additional Limit on Deferral Contributions (“ADP” Test). Except to the extent the Employer has elected in Subsection 1.11(a)(3) or Subsection 1.12(a)(3) of the Adoption Agreement to make 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions for a Plan Year and the “ADP” test is deemed satisfied in accordance with Section 6.09, notwithstanding any other provision of the Plan to the contrary, the Deferral


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Contributions, excluding additional elective contributions made pursuant to Code Section 414(u) that are treated as Deferral Contributions and Catch-Up Contributions (except to the extent that a Participant’s Deferral Contributions are classified as Catch-Up Contributions as provided in Section 6.04 solely because of a failure of the “ADP” test described herein), made with respect to the Plan Year on behalf of Active Participants who are Highly Compensated Employees for such Plan Year may not result in an average “deferral ratio” for such Active Participants that exceeds the greater of:

(a) the average “deferral ratio” for the “testing year” of Active Participants who are Non-Highly Compensated Employees for the “testing year” multiplied by 1.25; or

(b) the average “deferral ratio” for the “testing year” of Active Participants who are Non-Highly Compensated Employees for the “testing year” multiplied by two, provided that the average “deferral ratio” for Active Participants who are Highly Compensated Employees for the Plan Year being tested does not exceed the average “deferral ratio” for Participants who are Non-Highly Compensated Employees for the “testing year” by more than two percentage points.

For the first Plan Year in which the Plan provides a cash or deferred arrangement, the average “deferral ratio” for Active Participants who are Non-Highly Compensated Employees used in determining the limits applicable under Subsections 6.03(a) and (b) shall be either three percent or the actual average “deferral ratio” for such Active Participants for such first Plan Year, as elected by the Employer in Section 1.06(b) of the Adoption Agreement.

The “deferral ratios” of Active Participants who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement shall be disaggregated from the “deferral ratios” of other Active Participants and the provisions of this Section 6.03 shall be applied separately with respect to each group.

The “deferral ratio” for any Active Participant who is a Highly Compensated Employee for the Plan Year being tested and who is eligible to have “includable contributions” allocated to his accounts under two or more cash or deferred arrangements described in Code Section 401(k) that are maintained by the Employer or a Related Employer, shall be determined as if such “includable contributions” were made under the Plan. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different plan years, all “includable contributions” made during the Plan Year under all such arrangements shall be treated as having been made under the Plan. Notwithstanding the foregoing, certain plans, and contributions made thereto, shall be treated as separate if mandatorily disaggregated under regulations under Code Section 401(k).

If this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Code Sections only if aggregated with this Plan, then this Section shall be applied by determining the “deferral ratios” of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy Code Section 401(k) only if they have the same plan year and use the same method to satisfy the “ADP” test.

Notwithstanding anything herein to the contrary, if the Plan permits Employees to make Deferral Contributions prior to the time the Employees have completed the minimum age and service requirements of Code Section 410(a)(1)(A) and the Employer elects, pursuant to Code Section 410(b)(4)(B), to disaggregate the Plan into two component plans for purposes of complying with Code Section 410(b)(1), one benefiting Employees who have completed such minimum age and service requirements and the other benefiting Employees who have not, the Plan must be disaggregated in the same manner for ADP testing purposes, unless the Plan applies the alternative rule in Code Section 401(k)(3)(F). In determining the component plans for purposes of such disaggregation, the Employer may apply the maximum entry dates permitted under Code Section 410(a)(4) and may utilize the Plan Year for purposes of determining Hours of Service.

The Employer shall maintain records sufficient to demonstrate satisfaction of the “ADP” test and the amount of Qualified Nonelective Employer Contributions and/or Qualified Matching Employer Contributions used in such test.

6.04. Allocation and Distribution of “Excess Contributions”. Unless provided otherwise in the Adoption Agreement, the “excess contributions” allocable to the Account of a Participant, plus any income and minus any loss allocable thereto, as determined under Section 6.08, shall be distributed to the Participant no later than the last day of the Plan Year immediately following the Plan Year in which the “excess contributions” were made, unless the Employer elected Catch-Up Contributions in Subsection 1.07(a)(2) of the Adoption Agreement and such “excess contributions” are classified as Catch-Up Contributions.


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If “excess contributions” are to be distributed from the Plan and such “excess contributions” are distributed more than 2 1/2 months (this period may be 6 months if the Plan has adopted an EACA within Subsection 1.07(a)(4) of the Adoption Agreement and has elected, pursuant to the Administrator’s separate written procedures established pursuant to Subsection 5.03(c), to cover all Eligible Employees by the EACA) after the last day of the Plan Year in which the “excess contributions” were made, a ten percent excise tax shall be imposed on the Employer maintaining the Plan with respect to such amounts.

The “excess contributions” allocable to a Participant’s Account shall be determined by reducing the “includable contributions” made for the Plan Year on behalf of Active Participants who are Highly Compensated Employees in order of the dollar amount of such “includable contributions”, beginning with the highest such dollar amount. “Excess contributions” allocated to a Participant for a Plan Year shall be reduced by the amount of any “excess deferrals” previously distributed for the calendar year ending in such Plan Year.

“Excess contributions” shall be treated as “annual additions”.

For purposes of distribution, “excess contributions” shall be considered allocated among a Participant’s Deferral Contributions sub-accounts and, if applicable, the Participant’s Qualified Nonelective Employer Contributions sub-account and/or Qualified Matching Employer Contributions sub-account in the order prescribed and communicated to the Trustee, which order shall be uniform with respect to all Participants and nondiscriminatory. In the event that “excess contributions” are allocated to a Participant’s Deferral Contributions sub-accounts, such “excess contributions” will be distributed first from the Participant’s Deferral Contributions for the Plan Year other than his Roth 401(k) Contributions then from his Roth 401(k) Contributions unless provided otherwise in the Adoption Agreement.

Any Matching Employer Contributions attributable to “excess contributions”, plus any income and minus any loss allocable thereto, as determined under Section 6.08, shall be forfeited and applied as provided in Section 11.09.

6.05. Reductions in Deferral or Employee Contributions to Meet Code Requirements. If the Administrator anticipates that the Plan will not satisfy the “ADP” and/or “ACP” test for the year, the Administrator may reduce the rate of Deferral Contributions and/or Employee Contributions of Participants who are Highly Compensated Employees to an amount determined by the Administrator to be necessary to satisfy the “ADP” and/or “ACP” test.

6.06. Limit on Matching Employer Contributions and Employee Contributions (“ACP” Test). The provisions of this Section 6.06 shall not apply to Active Participants who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers. The provisions of this Section shall not apply to Matching Employer Contributions made on account of amounts deferred pursuant to Code Section 457 under a separate eligible deferred compensation plan.

Except to the extent the Employer has elected in Subsection 1.11(a)(3) or Subsection 1.12(a)(3) of the Adoption Agreement to make 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions for a Plan Year and the “ACP” test is deemed satisfied in accordance with Section 6.10, notwithstanding any other provision of the Plan to the contrary, Matching Employer Contributions and Employee Contributions made with respect to a Plan Year by or on behalf of “eligible participants” who are Highly Compensated Employees for such Plan Year may not result in an average “contribution percentage” for such “eligible participants” that exceeds the greater of:

(a) the average “contribution percentage” for the “testing year” of “eligible participants” who are Non-Highly Compensated Employees for the “testing year” multiplied by 1.25; or

(b) the average “contribution percentage” for the “testing year” of “eligible participants” who are Non-Highly Compensated Employees for the “testing year” multiplied by two, provided that the average “contribution percentage” for the Plan Year being tested of “eligible participants” who are Highly Compensated Employees does not exceed the average “contribution percentage” for the “testing year” of “eligible participants” who are Non-Highly Compensated Employees for the “testing year” by more than two percentage points.

For the first Plan Year in which the Plan provides for “contribution percentage amounts” to be made, the “ACP” for “eligible participants” who are Non-Highly Compensated Employees used in determining the limits applicable under paragraphs (a) and (b) of this Section shall be either three percent or the actual “ACP” of such eligible participants for such first Plan Year, as elected by the Employer in Section 1.06(b) of the Adoption Agreement.


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The “contribution percentage” for any “eligible participant” who is a Highly Compensated Employee for the Plan Year and who is eligible to have “contribution percentage amounts” allocated to his accounts under two or more plans described in Code Section 401(a) that are maintained by the Employer or a Related Employer, shall be determined as if such “contribution percentage amounts” were contributed to the Plan. If a Highly Compensated Employee participates in two or more such plans that have different plan years, all “contribution percentage amounts” made during the Plan Year under such other plans shall be treated as having been contributed to the Plan. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under Treasury Regulations issued under Code Section 401(m).

If this Plan satisfies the requirements of Code Section 401(m), 401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Code Sections only if aggregated with this Plan, then this Section shall be applied by determining the “contribution percentages” of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy Code Section 401(m) only if they have the same plan year and use the same method to satisfy the “ACP” test.

Notwithstanding anything herein to the contrary, if the Plan permits Employees to make Employee Contributions and/or receive Matching Employer Contributions prior to the time the Employees have completed the minimum age and service requirements of Code Section 410(a)(1)(A) and the Employer elects, pursuant to Code Section 410(b)(4)(B), to disaggregate the Plan into two component plans for purposes of complying with Code Section 410(b)(1), one benefiting Employees who have completed such minimum age and service requirements and the other benefiting Employees who have not, the Plan must be disaggregated in the same manner for ACP testing purposes, unless the Plan applies the alternative rule in Code Section 401(m)(5)(C). In determining the component plans for purposes of such disaggregation, the Employer may apply the maximum entry dates permitted under Code Section 410(a)(4).

The Employer shall maintain records sufficient to demonstrate satisfaction of the “ACP” test and the amount of Deferral Contributions, Qualified Nonelective Employer Contributions, and/or Qualified Matching Employer Contributions used in such test.

6.07. Allocation, Distribution, and Forfeiture of “Excess Aggregate Contributions”. Notwithstanding any other provision of the Plan, the “excess aggregate contributions” allocable to the Account of a Participant, plus any income and minus any loss allocable thereto, as determined under Section 6.08, shall be forfeited, if forfeitable, or if not forfeitable, distributed to the Participant no later than the last day of the Plan Year immediately following the Plan Year in which the “excess aggregate contributions” were made. If such excess amounts are distributed more than 2 1/2 months (this period may be 6 months if the Plan has adopted an EACA within Subsection 1.07(a)(4)(B) of the Adoption Agreement and has elected, pursuant to the Administrator’s separate written procedures established pursuant to Subsection 5.03(c), to cover all Eligible Employees by the EACA) after the last day of the Plan Year in which such “excess aggregate contributions” were made, a ten percent excise tax shall be imposed on the Employer maintaining the Plan with respect to such amounts.

The “excess aggregate contributions” allocable to a Participant’s Account shall be determined by reducing the “contribution percentage amounts” made for the Plan Year on behalf of “eligible participants” who are Highly Compensated Employees in order of the dollar amount of such “contribution percentage amounts”, beginning with the highest such dollar amount.

“Excess aggregate contributions” shall be treated as “annual additions”.

“Excess aggregate contributions” shall be forfeited or distributed from a Participant’s Employee Contributions sub-account, Matching Employer Contributions sub-account and, if applicable, the Participant’s Deferral Contributions sub-account and/or Qualified Nonelective Employer Contributions sub-account in the order prescribed and communicated to the Trustee, which order shall be uniform with respect to all Participants and nondiscriminatory. In the event that “excess aggregate contributions” are allocated to a Participant’s Deferral Contributions sub-accounts, such “excess aggregated contributions” will be distributed first from the Participant’s Deferral Contributions for the Plan Year other than his Roth 401(k) Contributions then from his Roth 401(k) Contributions unless provided otherwise in the Adoption Agreement.

Forfeitures of “excess aggregate contributions” shall be applied as provided in Section 11.09.


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6.08. Income or Loss on Distributable Contributions. The income or loss allocable to “excess deferrals”, “excess contributions”, and “excess aggregate contributions” shall be determined under one of the following methods:

(a) the income or loss attributable to such distributable contributions shall be the income or loss for the “determination year” allocable to the Participant’s Account to which such contributions were made multiplied by a fraction, the numerator of which is the amount of the distributable contributions and the denominator of which is the balance of the Participant’s Account to which such contributions were made, determined as of the end of the “determination year” without regard to any income or loss occurring during the “determination year”; or

(b) the income or loss attributable to such distributable contributions shall be the income or loss on such contributions for the “determination year”, determined under any other reasonable method. Any reasonable method used to determine income or loss hereunder shall be used consistently for all Participants in determining the income or loss allocable to distributable contributions hereunder and shall be the same method that is used by the Plan in allocating income or loss to Participants’ Accounts.

6.09. Deemed Satisfaction of “ADP” Test. Notwithstanding any other provision of this Article 6 to the contrary, if the Employer has elected in Subsection 1.11(a)(3) or Subsection 1.12(a)(3) of the Adoption Agreement to make 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions, the portion of the Plan for which the election applies shall be deemed to have satisfied the “ADP” test described in Section 6.03 for a Plan Year provided all of the following requirements are met with regard to the Active Participants within such portion of the Plan:

(a) The 401(k) Safe Harbor Matching Employer Contribution or 401(k) Safe Harbor Nonelective Employer Contribution must be allocated to an Active Participant’s Account, unless provided otherwise in the Adoption Agreement, as of a date within such Plan Year and must be made before the last day of the 12-month period immediately following such Plan Year.

(b) If the Employer has elected to make 401(k) Safe Harbor Matching Employer Contributions, such 401(k) Safe Harbor Matching Employer Contributions must be made with respect to Deferral Contributions made by the Active Participant for such Plan Year.

(c) The Employer shall provide to each Active Participant during the Plan Year a comprehensive notice, written in a manner calculated to be understood by the average Active Participant, of the Active Participant’s rights and obligations under the Plan. If the Employer either (i) is considering amending its Plan to satisfy the “ADP” test using 401(k) Safe Harbor Nonelective Employer Contributions, as provided in Section 6.11, or (ii) has selected 401(k) Safe Harbor Nonelective Employer Contributions under Subsection 1.12(a)(3)(B), the notice shall include a statement that the Plan may be amended to provide a 401(k) Safe Harbor Nonelective Employer Contribution for the Plan Year. The notice shall be provided to each Active Participant within one of the following periods, whichever is applicable:

(1) if the Employee is an Active Participant 90 days before the beginning of the Plan Year, within the period beginning 90 days and ending 30 days, or any other reasonable period as required by Sections l.401(k)-3 and 1.401(m)-3 of the Treasury Regulations, before the first day of the Plan Year; or

(2) if the Employee becomes an Active Participant after the date described in paragraph (1) above, within the period beginning 90 days before and ending on the date he becomes an Active Participant.

However, in the case of a notice for an automatic contribution arrangement pursuant to Code Section 401(k)(13), the notice must be provided sufficiently early to allow an Eligible Employee to make an election to avoid the contribution pursuant to Section 5.03(c). Notwithstanding the preceding requirement, the Administrator cannot make a Participant’s default contribution pursuant to Section 5.03(c) effective any later than the earlier of (i) the pay date for the second payroll period that begins after the date the notice is provided; or, (ii) the first pay date that occurs at least 30 days after the notice is provided.

If the notice provides that the Plan may be amended to provide a 401(k) Safe Harbor Nonelective Employer Contribution for the Plan Year and the Plan is amended to provide such contribution, a supplemental notice shall be provided to all Active Participants stating that a 401(k) Safe Harbor Nonelective Employer Contribution in the specified amount shall be made for the Plan Year. Such supplemental notice shall be provided to Active Participants at least 30 days before the last day of the Plan Year.


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(d) If the Employer has elected to make 401(k) Safe Harbor Matching Employer Contributions, the ratio of Matching Employer Contributions made on behalf of each Highly Compensated Employee for the Plan Year to each such Highly Compensated Employee’s eligible contributions for the Plan Year is not greater than the ratio of Matching Employer Contributions to eligible contributions that would apply to any Non-Highly Compensated Employee for whom such eligible contributions are the same percentage of Compensation, adjusted as provided in Section 5.02, for the Plan Year.

(e) Except as otherwise provided in Subsection 6.11(b) or with respect to a Plan Year described in (2) below, the Plan is amended to provide for 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions before the first day of such Plan Year and, except as otherwise provided in Subsection 6.11(d) or with respect to a Plan Year described in (1) through (4) below, such provisions remain in effect for an entire 12-month Plan Year. The 12-month Plan Year requirement shall not apply to:

(1) The first Plan Year of a newly established Plan (other than a successor plan) if such Plan Year is at least 3 months long, provided that the 3-month requirement shall not apply in the case of a newly established employer that establishes a plan as soon as administratively feasible;

(2) The Plan Year in which a cash or deferred arrangement is first added to an existing plan (other than a successor plan) if the cash or deferred arrangement is effective no later than 3 months before the end of such Plan Year;

(3) Any short Plan Year resulting from a change in Plan Year if (i) the Plan satisfied the safe harbor requirements for the immediately preceding Plan Year and (ii) the Plan satisfies the safe harbor requirements for the immediately following Plan Year (or the immediately following 12 months, if the following Plan Year has fewer than 12 months);

(4) The final Plan Year of a terminating Plan if any of the following applies: (i) the Plan would satisfy the provisions of paragraph Subsection 6.11(d) below, other than the provisions of paragraph Subsection 6.11(d)(3), treating the termination as an election to reduce or suspend 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions; (ii) the termination is in connection with a transaction described in Code Section 410(b)(6)(C); or (iii) the Employer incurs a substantial business hardship comparable to a substantial business hardship described in Code Section 412(d).

Notwithstanding any other provision of this Section, if the Employer has elected a more stringent eligibility requirement in Section 1.04 of the Adoption Agreement for 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions than for Deferral Contributions, the Plan shall be disaggregated in accordance with Section 6.03 and treated as two separate plans pursuant to Code Section 410(b)(4)(B). The separate disaggregated plan that satisfies Code Section 401(k)(12) shall be deemed to have satisfied the “ADP” test. The other disaggregated plan shall be subjected to the “ADP” test described in Section 6.03. If the Employer has elected Option 1.11(a)(3)(D) or 1.12(a)(3)(C) to exclude some Participants from receiving 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions, the Plan shall be deemed to have satisfied the “ADP” test only with respect to those employees who are eligible to receive such contributions. The remainder of the Plan shall be subjected to the “ADP” test described in Section 6.03.

Except as otherwise provided in Subsection 6.11(d) regarding amendments suspending or eliminating 401(k) Safe Harbor Matching Contributions or 401(k) Safe Harbor Nonelective Employer Contributions, a plan that does not meet the requirements specified in (a) through (e) above with respect to a Plan Year may not default to ADP testing in accordance with Section 6.03 above.

6.10. Deemed Satisfaction of “ACP” Test With Respect to Matching Employer Contributions. The portion of the Plan that is deemed to satisfy the “ADP” test pursuant to Section 6.09 shall also be deemed to have satisfied the “ACP” test described in Section 6.06 with respect to Matching Employer Contributions, if Matching Employer Contributions to the Plan for the Plan Year meet all of the following requirements:

(a) Matching Employer Contributions meet the requirements of Subsections 6.09(a) and (b) as if they were 401(k) Safe Harbor Matching Employer Contributions;

(b) the percentage of eligible contributions matched does not increase as the percentage of Compensation contributed increases;


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(c) the ratio of Matching Employer Contributions made on behalf of each Highly Compensated Employee for the Plan Year to each such Highly Compensated Employee’s eligible contributions for the Plan Year is not greater than the ratio of Matching Employer Contributions to eligible contributions that would apply to each Non-Highly Compensated Employee for whom such eligible contributions are the same percentage of Compensation, adjusted as provided in Section 5.02, for the Plan Year;

(d) eligible contributions matched do not exceed six percent of a Participant’s Compensation; and

(e) if the Employer elected in Subsection 1.11(a)(2) or 1.11(b) of the Adoption Agreement to provide discretionary Matching Employer Contributions, the Employer also limited the dollar amount of such discretionary Matching Employer Contributions allocated to a Participant for the Plan Year to no more than four percent of such Participant’s Compensation for the Plan Year.

The portion of the Plan not deemed to have satisfied the “ACP” test pursuant to this Section shall be subject to the “ACP” test described in Section 6.06 with respect to Matching Employer Contributions.

If the Plan provides for Employee Contributions, the “ACP” test described in Section 6.06 must be applied with respect to such Employee Contributions.

6.11. Changing Testing Methods. In accordance with Treas. Regs. 1.401(k)-1(e)(7) and 1.401(m)-1(c)(2), it is impermissible for the Employer to use “ADP” and “ACP” testing for a Plan Year in which it is intended for the Plan through its written terms to be a Code Section 401(k) safe harbor plan and Code Section 401(m) safe harbor plan and the Employer fails to satisfy the requirements of such safe harbors for the Plan Year. Notwithstanding any other provisions of the Plan, if the Employer elects to change between the “ADP” testing method and the safe harbor testing method, the following shall apply:

(a) Except as otherwise specifically provided in this Section or Subsection 6.09, or applicable regulation, the Employer may not change from the “ADP” testing method to the safe harbor testing method unless Plan provisions adopting the safe harbor testing method are adopted before the first day of the Plan Year in which they are to be effective and remain in effect for an entire 12-month Plan Year.

(b) A Plan may be amended during a Plan Year to make 401(k) Safe Harbor Nonelective Employer Contributions to satisfy the testing rules for such Plan Year if:

(1) The Employer provides both the initial and subsequent notices described in Section 6.09 for such Plan Year within the time period prescribed in Section 6.09.

(2) The Employer amends its Adoption Agreement no later than 30 days prior to the end of such Plan Year to provide for 401(k) Safe Harbor Nonelective Employer Contribution in accordance with the provisions of Option 1.12(a)(3)(B).

(c) Except as otherwise specifically provided in this Section, a Plan may not be amended during the Plan Year to discontinue 401(k) Safe Harbor Nonelective or Matching Employer Contributions and revert to the “ADP” testing method for such Plan Year.

(d) A Plan may be amended to reduce or suspend 401(k) Safe Harbor Matching Contributions or 401(k) Safe Harbor Nonelective Employer Contributions for a Plan year, if the Employer provides in the notice described in Section 6.09(b) that the plan may be amended during the Plan Year to reduce or suspend such contributions or the Employer is operating at an economic loss (as described in Code Section 412(c)(2)(A)), and revert to the “ADP” testing method (and, if applicable, the “ACP” testing method) for such Plan Year if:

(1) All Eligible Employees are provided notice of the reduction or suspension describing (i) the consequences of the amendment, (ii) the procedures for changing their salary reduction agreements, and (iii) the effective date of the reduction or suspension.

(2) The reduction or suspension of such contributions is no earlier than the later of (i) 30 days after the date the notice described in paragraph (1) is provided to Eligible Employees or (ii) the date the amendment is adopted.


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(3) Active Participants are given a reasonable opportunity before the reduction or suspension occurs, including a reasonable period after the notice described in paragraph (1) is provided to Eligible Employees, to change amounts elected or deemed elected under Section 5.03 and, if applicable, Section 5.04.

(4) With regard to 401(k) Safe Harbor Matching Employer Contributions, the Plan satisfies the 401(k) Safe Harbor Matching Employer Contributions provisions of the Adoption Agreement in effect prior to the amendment with respect amounts elected or deemed elected under Section 5.03 and, if applicable, Section 5.04 made through the effective date of the amendment.

(5) With regard to 401(k) Safe Harbor Nonelective Employer Contributions, the Plan satisfies the 401(k) Safe Harbor Nonelective Employer Contributions provisions of the Adoption Agreement in effect prior to the amendment with respect to the safe harbor compensation (compensation meeting the requirements of Section 1.401(k)-3(b)(2) of the Treasury Regulations) paid through the effective date of the amendment.

If the Employer amends its Plan in accordance with the provisions of this paragraph (d), the “ADP” test described in Section 6.03 and the “ACP” test described in Section 6.06 shall be applied as if they had been in effect for the entire Plan Year using the current year testing method in Subsection 1.06(a)(1) of the Adoption Agreement.

6.12. Code Section 415 Limitations. Notwithstanding any other provisions of the Plan, the following limitations shall apply:

(a) Employer Maintains Single Plan. If the “415 employer” does not maintain any other qualified defined contribution plan or any “welfare benefit fund”, “individual medical benefit account”, or “simplified employee pension” in addition to the Plan, the provisions of this Subsection 6.12(a) shall apply.

(1) If a Participant does not participate in, and has never participated in any other qualified defined contribution plan, “welfare benefit fund”, “individual medical benefit account”, or “simplified employee pension” maintained by the “415 employer”, which provides an “annual addition”, the amount of “annual additions” to the Participant’s Account for a Limitation Year shall not exceed the lesser of the “maximum permissible amount” or any other limitation contained in the Plan. If a contribution that would otherwise be contributed or allocated to the Participant’s Account would cause the “annual additions” for the Limitation Year to exceed the “maximum permissible amount”, the amount contributed or allocated shall be reduced so that the “annual additions” for the Limitation Year shall equal the “maximum permissible amount”.

(2) Prior to the determination of a Participant’s actual “415 compensation” for a Limitation Year, the “maximum permissible amount” may be determined on the basis of a reasonable estimation of the Participant’s “415 compensation” for such Limitation Year, uniformly determined for all Participants similarly situated. Any Employer contributions to be made based on estimated annual “415 compensation” shall be reduced by any “excess 415 amounts” carried over from prior Limitation Years.

(3) As soon as is administratively feasible after the end of the Limitation Year, the “maximum permissible amount” for such Limitation Year shall be determined on the basis of the Participant’s actual “415 compensation” for such Limitation Year.

(b) Employer Maintains Multiple Defined Contribution Type Plans. Unless the Employer specifies another method for limiting “annual additions” in the 415 Correction Addendum to the Adoption Agreement, if the “415 employer” maintains any other qualified defined contribution plan or any “welfare benefit fund”, “individual medical benefit account”, or “simplified employee pension” in addition to the Plan, the provisions of this Subsection 6.12(b) shall apply.

(1) If a Participant is covered under any other qualified defined contribution plan or any “welfare benefit fund”, “individual medical benefit account”, or “simplified employee pension” maintained by the “415 employer”, that provides an “annual addition”, the amount of “annual additions” to the Participant’s Account for a Limitation Year shall not exceed the lesser of:

(A) the “maximum permissible amount”, reduced by the sum of any “annual additions” to the Participant’s accounts for the same Limitation Year under such other qualified defined contribution plans and “welfare benefit funds”, “individual medical benefit accounts”, and “simplified employee pensions”, or

(B) any other limitation contained in the Plan.


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If the “annual additions” with respect to a Participant under other qualified defined contribution plans, “welfare benefit funds”, “individual medical benefit accounts”, and “simplified employee pensions” maintained by the “415 employer” are less than the “maximum permissible amount” and a contribution that would otherwise be contributed or allocated to the Participant’s Account under the Plan would cause the “annual additions” for the Limitation Year to exceed the “maximum permissible amount”, the amount to be contributed or allocated shall be reduced so that the “annual additions” for the Limitation Year shall equal the “maximum permissible amount”. If the “annual additions” with respect to the Participant under such other qualified defined contribution plans, “welfare benefit funds”, “individual medical benefit accounts”, and “simplified employee pensions” in the aggregate are equal to or greater than the “maximum permissible amount”, no amount shall be contributed or allocated to the Participant’s Account under the Plan for the Limitation Year.

(2) Prior to the determination of a Participant’s actual “415 compensation” for the Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A) above may be determined on the basis of a reasonable estimation of the Participant’s “415 compensation” for such Limitation Year, uniformly determined for all Participants similarly situated. Any Employer contribution to be made based on estimated annual “415 compensation” shall be reduced by any “excess 415 amounts” carried over from prior Limitation Years.

(3) As soon as is administratively feasible after the end of the Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A) shall be determined on the basis of the Participant’s actual “415 compensation” for such Limitation Year.

(c) Corrections. In correcting an “excess 415 amount” in a Limitation Year, the Employer may use any appropriate correction under the Employee Plans Compliance Resolution System, or any successor thereto.

(d) Exclusion from Annual Additions. Restorative payments allocated to a Participant’s Account, which include payments made to restore losses to the Plan resulting from actions (or a failure to act) by a fiduciary for which there is a reasonable risk of liability under Title I of ERISA or under other applicable federal or state law, where similarly situated Participants are similarly treated do not give rise to an “annual addition” for any Limitation Year.

Article 7. Participants’ Accounts.

7.01. Individual Accounts. The Administrator shall establish and maintain an Account for each Participant that shall reflect Employer and Employee contributions made on behalf of the Participant and earnings, expenses, gains and losses attributable thereto, and investments made with amounts in the Participant’s Account. The Administrator shall separately account for any Deferral Contributions made on behalf of a Participant and the earnings, expenses, gains and losses attributable thereto. The Administrator shall establish and maintain such other accounts, including plan-level accounts not specifically described within the Plan, and records as it decides in its discretion to be reasonably required or appropriate in order to discharge its duties under the Plan. The Administrator shall notify the Trustee of all Accounts established and maintained under the Plan.

If “designated Roth contributions”, as defined in Section 6.01, are held under the Plan either as Rollover Contributions or because of an Active Participant’s election to make Roth 401(k) Contributions under the terms of the Plan, separate accounts shall be maintained with respect to such “designated Roth contributions.” Contributions and withdrawals of “designated Roth contributions” will be credited and debited to the “designated Roth contributions” sub-account maintained for each Participant within the Participant’s Account. The Plan will maintain a record of the amount of “designated Roth contributions” in each such sub-account. Gains, losses, and other credits or charges will be separately allocated on a reasonable and consistent basis to each Participant’s “designated Roth contributions” sub-account and the Participant’s other sub-accounts within the Participant’s Account under the Plan. No contributions other than “designated Roth contributions” and properly attributable earnings will be credited to each Participant’s “designated Roth contributions” sub-account.


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7.02. Valuation of Accounts. Participant Accounts shall be valued at their fair market value at least annually as of a “determination date”, as defined in Subsection 15.01(a), in accordance with a method consistently followed and uniformly applied, and on such date earnings, expenses, gains and losses on investments made with amounts in each Participant’s Account shall be allocated to such Account.

Article 8. Investment of Contributions.

8.01. Manner of Investment. All contributions made to the Accounts of Participants shall be held for investment by the Trustee. The Accounts of Participants shall be invested and reinvested only in Permissible Investments generally described in the Service Agreement.

8.02. Investment Decisions. Investments in Participant Accounts shall be directed in accordance with the Employer’s election in Subsection 1.24 of the Adoption Agreement.

(a) With respect to those Participant Accounts for which Investment Fiduciary investment direction is elected, the Investment Fiduciary shall direct the Trustee with respect to the investment and reinvestment of assets in the Permissible Investments.

(b) With respect to those Participant Accounts for which Participant investment direction is elected, each Participant shall direct the investment of his Account among the Permissible Investments.

(1) While any balance remains in the Account of a Participant after his death, the Beneficiary of the Participant shall make decisions as to the investment of the Account as though the Beneficiary were the Participant. To the extent not prohibited by a qualified domestic relations order as defined in Code Section 414(p), an alternate payee shall make investment decisions with respect to any segregated account established in the name of the alternate payee as provided in Section 18.04.

(2) If the Trustee receives any contribution under the Plan as to which investment instructions have not been provided, such amount shall be invested in the Permissible Investment(s) directed by the Investment Fiduciary.

To the extent that the Employer elects to allow Participants to direct the investment of their Account in Section 1.24 of the Adoption Agreement, the Plan is intended to constitute a plan described in ERISA Section 404(c)(1) and regulations issued thereunder. The fiduciaries of the Plan shall be relieved of liability for any losses that are the direct and necessary result of investment instructions given by the Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order.

If one of the Permissible Investments for the Plan is employer securities (as defined in Section 407(d)(1) of ERISA) of a publicly traded company or one treated as publicly traded pursuant to Section 401(a)(35)(F) of the Code, the Plan must have no fewer than three Permissible Investments, other than such employer securities, each of which must be diversified and have materially different risk and return characteristics. To the extent contributions to the Plan have been required to be invested in such employer securities through Section 1.24(b) and subject to any restrictions described therein, a Participant or Beneficiary must be permitted to direct the investment of the proceeds from an exchange out of employer securities into one of the Permissible Investments described in this paragraph. Except as provided in Reg. Section 1.401(a)(35)-1 and other applicable guidance, the Plan shall not impose restrictions or conditions with respect to the investment of employer securities that are not imposed on the other Permissible Investments, except any restrictions or conditions imposed by reason of the application of securities laws.

(c) All dividends, interest, gains and distributions of any nature received in respect of Fund Shares shall be reinvested in additional shares of that Permissible Investment, except as otherwise directed by the Investment Fiduciary.

(d) Expenses attributable to the acquisition of investments shall be charged to the Account of the Participant for which such investment is made as directed by the Investment Fiduciary.


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The Investment Fiduciary, as named fiduciary for the Plan, may appoint one or more investment managers (as defined under Section 3(38) of ERISA) who may have such duties as the Investment Fiduciary in its sole discretion shall determine in its appointment and agreement with such investment manager(s), up to and including any authority to determine what shall be the Permissible Investments for the Plan at any given time, what restrictions will exist upon those and how unallocated accounts under the Plan and contributions described in Section 8.02(b)(2) of the Plan shall be invested. Such agreement(s) may limit, to the extent permissible under ERISA, the Investment Fiduciary’s authority and responsibility for the Plan’s Permissible Investments so delegated to the investment manager(s). The Investment Fiduciary shall retain the authority to revoke any such appointment of an investment manager and, if such investment manager is not the Trustee, shall notify the Trustee of any such revocation in a mutually agreed upon form and manner. The Investment Fiduciary may appoint an investment manager (which may be an affiliate of the Trustee) to determine the allocation of amounts held in Participants’ Accounts among various investment options (the “Managed Account” option) for Participants who direct the Trustee to invest any portion of their accounts in the Managed Account option. The investment options utilized under the Managed Account option may be those generally available under the Plan or may be as selected by the investment manager for use under the Managed Account option. Participation in the Managed Account option shall be subject to such conditions and limitations (including account minimums) as may be imposed by the investment manager. Notwithstanding anything else herein to the contrary, an investment manager (which may be the Trustee or an affiliate of the Trustee) may also be appointed to manage any Permissible Investment subject to management by such investment manager.

The Investment Fiduciary may also, by written instrument, allocate and delegate its fiduciary responsibilities in accordance with ERISA Section 405.

8.03. Participant Directions to Trustee. The method and frequency for change of investments shall be determined under the rules applicable to the Permissible Investments, including any additional rules limiting the frequency of investment changes, as may be agreed upon by the recordkeeper. The Trustee shall have no duty to inquire into the investment decisions of a Participant, Beneficiary, or alternate payee or to advise such individual regarding the purchase, retention, or sale of assets credited to his Account.

8.04. Life Insurance. All insurance contracts must provide that proceeds shall be payable to the Plan; provided, however, that the policy holder shall be required to pay over all proceeds of any such contract to the Participant’s designated Beneficiary in accordance with the distribution provisions of this Plan. A Participant’s Spouse shall be the designated Beneficiary of the proceeds in all circumstances unless a qualified election has been made in accordance with Article 14. Under no circumstances shall the policy holder retain any part of the proceeds. In the event of any conflict between the terms of the Plan and the terms of any insurance contract purchased hereunder, the Plan provisions shall control.

Any life insurance contracts held for the Plan are subject to the following limits:

(a) Ordinary life - For purposes of these incidental insurance provisions, ordinary life insurance contracts are contracts with both nondecreasing death benefits and nonincreasing premiums. If such contracts are held, less than 1/2 of the aggregate employer contributions allocated to any Participant shall be used to pay the premiums attributable to them.

(b) Term and universal life - No more than 1/4 of the aggregate employer contributions allocated to any participant shall be used to pay the premiums on term life insurance contracts, universal life insurance contracts, and all other life insurance contracts which are not ordinary life.

(c) Combination - The sum of 1/2 of the ordinary life insurance premiums and all other life insurance premiums shall not exceed 1/4 of the aggregate employer contributions allocated to any Participant.

Article 9. Participant Loans.

9.01. Special Definition. For purposes of this Article, a “participant” is any Participant or Beneficiary, including an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), who is a party-in-interest (as determined under ERISA Section 3(14)) with respect to the Plan.

9.02. Participant Loans. If so provided by the Employer in Section 1.18 of the Adoption Agreement, the Administrator shall allow “participants” to apply for a loan from their Accounts under the Plan, subject to the provisions of this Article 9.

9.03. Separate Loan Procedures. All Plan loans shall be made and administered in accordance with separate loan procedures that are hereby incorporated into the Plan by reference. The separate loan procedures shall describe the portions of a Participant’s Account from which loans may be calculated or taken.


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9.04. Availability of Loans. Loans shall be made available to all “participants” on a reasonably equivalent basis. Loans shall not be made available to “participants” who are Highly Compensated Employees in an amount greater than the amount made available to other “participants”.

9.05. Limitation on Loan Amount. No loan to any “participant” shall be made to the extent that such loan when added to the outstanding balance of all other loans to the “participant” would exceed the lesser of (a) $50,000 reduced by the excess (if any) of the highest outstanding balance of plan loans during the one-year period ending on the day before the loan is made over the outstanding balance of plan loans on the date the loan is made, or (b) one-half the present value of the “participant’s” vested interest in his Account. For purposes of the above limitation, plan loans include all loans from all plans maintained by the Employer and any Related Employer.

9.06. Interest Rate. Subject to the requirements of the Servicemembers Civil Relief Act, all loans shall bear a reasonable rate of interest as determined by the Administrator based on the prevailing interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances.

9.07. Level Amortization. All loans shall by their terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan unless such loan is for the purchase of a “participant’s” primary residence. Notwithstanding the foregoing, the amortization requirement may be waived while a “participant” is on a leave of absence from employment with the Employer and any Related Employer either without pay or at a rate of pay which, after withholding for employment and income taxes, is less than the amount of the installment payments required under the terms of the loan, provided that the period of such waiver shall not exceed one year, unless the “participant” is absent because of military leave during which the “participant” performs services with the uniformed services (as defined in chapter 43 of title 38 of the United States Code), regardless of whether such military leave is a qualified military leave in accordance with the provisions of Code Section 414(u). Installment payments must resume after such leave of absence ends or, if earlier, after the first year of such leave of absence, in an amount that is not less than the amount of the installment payments required under the terms of the original loan. Unless a “participant” is absent because of military leave, as discussed below, no waiver of the amortization requirements shall extend the period of the loan beyond five years from the date of the loan, unless the loan is for purchase of the “participant’s” primary residence. If a “participant” is absent because of military leave during which the “participant” performs services with the uniformed services (as defined in chapter 43 of title 38 of the United States Code), regardless of whether such military leave is a qualified military leave in accordance with the provisions of Code Section 414(u), waiver of the amortization requirements may extend the period of the loan to the maximum period permitted for such loan under the separate loan procedures extended by the period of such military leave.

9.08. Security. Loans must be secured by the “participant’s” vested interest in his Account not to exceed 50 percent of such vested interest. If the provisions of Section 14.04 apply to a Participant, a Participant must obtain the consent of his or her Spouse, if any, to use his vested interest in his Account as security for the loan. Spousal consent shall be obtained no earlier than the beginning of the 180-day period that ends on the date on which the loan is to be so secured. The consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. Such consent shall thereafter be binding with respect to the consenting Spouse or any subsequent Spouse with respect to that loan. Any revision of such a loan permitted by Q & A 24(c) of Section 1.401(a)-20 of the Treasury Regulations and the Plan’s separate loan procedures shall be treated as a new loan made on the date of such revision for purposes of spousal consent.

9.09. Loan Repayments. If a “participant’s” loan is being repaid through payroll withholding, the Employer shall remit any such loan repayment to the Trustee as of the earliest date on which such amount can reasonably be segregated from the Employer’s general assets, but not later than the earlier of (a) the close of the period specified in the separate loan procedures for preventing a default or (b) the 15th business day of the calendar month following the month in which such amount otherwise would have been paid to the “participant”.

9.10. Default. The Administrator shall treat a loan in default if:

(a) any scheduled repayment remains unpaid at the end of the cure period specified in the separate loan procedures for that payment (unless payment is not made due to a waiver of the amortization schedule for a “participant” who is on a leave of absence, as described in Section 9.07), or

(b) there is an outstanding principal balance existing on a loan after the last scheduled repayment date.


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Upon default, the entire outstanding principal and accrued interest shall be immediately due and payable. If a distributable event (as defined by the Code) has occurred, the Administrator shall direct the Trustee to foreclose on the promissory note and offset the “participant’s” vested interest in his Account by the outstanding balance of the loan. If a distributable event has not occurred, the Administrator shall direct the Trustee to foreclose on the promissory note and offset the “participant’s” vested interest in his Account as soon as a distributable event occurs. The Trustee shall have no obligation to foreclose on the promissory note and offset the outstanding balance of the loan except as directed by the Administrator.

9.11. Effect of Termination Where Participant has Outstanding Loan Balance. If so provided in Section 1.18(a) of the Adoption Agreement, if a Participant has an outstanding loan balance at the time his employment terminates, the entire outstanding principal and accrued interest shall be due and payable by the end of the cure period specified in the separate loan procedures. Any outstanding loan amounts that are immediately due and payable hereunder shall be treated in accordance with the provisions of Sections 9.10 and 9.12 as if the Participant had defaulted on the outstanding loan.

9.12. Deemed Distributions Under Code Section 72(p). Notwithstanding the provisions of Section 9.10, if a “participant’s” loan is in default, the “participant” shall be treated as having received a taxable “deemed distribution” for purposes of Code Section 72(p), whether or not a distributable event has occurred. The tax treatment of that portion of a defaulted loan that is secured by Roth 401(k) Contributions shall be determined in accordance with Code Section 402A and guidance issued thereunder.

The amount of a loan that is a deemed distribution ceases to be an outstanding loan for purposes of Code Section 72, except as otherwise specifically provided herein, and a Participant shall not be treated as having received a taxable distribution when the Participant’s Account is offset by the outstanding balance of the loan amount as provided in Section 9.10. In addition, interest that accrues on a loan after it is deemed distributed shall not be treated as an additional loan to the Participant and shall not be included in the income of the Participant as a deemed distribution. Notwithstanding the foregoing, unless a Participant repays a loan that has been deemed distributed, with interest thereon, the amount of such loan, with interest, shall be considered an outstanding loan under Code Section 72(p) for purposes of determining the applicable limitation on subsequent loans under Section 9.05.

If a Participant makes payments on a loan that has been deemed distributed, payments made on the loan after the date it was deemed distributed shall be treated as Employee Contributions to the Plan for purposes of increasing the Participant’s tax basis in his Account, but shall not be treated as Employee Contributions for any other purpose under the Plan, including application of the “ACP” test described in Section 6.06 and application of the Code Section 415 limitations described in Section 6.12.

The provisions of this Section 9.12 regarding treatment of loans that are deemed distributed shall not apply to loans made prior to January 1, 2002, except to the extent provided under the transition rules in Q & A 22(c)(2) of Section 1.72(p)-l of the Treasury Regulations.

9.13. Determination of Vested Interest Upon Distribution Where Plan Loan is Outstanding. Notwithstanding any other provision of the Plan, the portion of a “participant’s” vested interest in his Account that is held by the Plan as security for a loan outstanding to the “participant” in accordance with the provisions of this Article shall reduce the amount of the Account payable at the time of death or distribution, but only if the reduction is used as repayment of the loan. If less than 100 percent of a “participant’s” vested interest in his Account (determined without regard to the preceding sentence) is payable to the “participant’s” surviving Spouse or other Beneficiary, then the Account shall be adjusted by first reducing the “participant’s” vested interest in his Account by the amount of the security used as repayment of the loan, and then determining the benefit payable to the surviving Spouse or other Beneficiary.

Article 10. In-Service Withdrawals.

10.01. Availability of In-Service Withdrawals. Except as otherwise provided in this Article, as permitted under Section 11.02 with respect to Participants who continue in employment past Normal Retirement Age, or as required under Section 12.04 with respect to Participants who continue in employment past their Required Beginning Date, a Participant shall not be permitted to make a withdrawal from his Account under the Plan prior to retirement or termination of employment with the Employer and all Related Employers, if any.

(a) Active Military Distribution (HEART Act): If so provided by the Employer in Subsection 1.19(c)(3), a Participant performing service in the uniformed services as described in Code Section 3401(h)(2)(A) shall be treated


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as having been severed from employment with the Employer for purposes of Code Section 401(k)(2)(B)(i)(I) and shall, as long as that service in the uniformed services continues, have the option to request a distribution of all or any part of his or her Account restricted from distribution only due to Code Section 401(k)(2)(B)(i)(I). Any distribution taken by a Participant pursuant to the previous sentence shall be considered an eligible rollover distribution pursuant to Section 13.04(c) of the Plan and any Participant taking a distribution under this Subsection shall be suspended from making Deferral Contributions and Employee Contributions under the Plan for a period of 6 months following the date of any such distribution.

10.02. Withdrawal of Employee Contributions. A Participant may elect to withdraw up to 100 percent of the amount then credited to his Employee Contributions sub-account. Such withdrawals may be made in accordance with the frequency constraints selected through Subsection 1.19(c) of the Adoption Agreement.

10.03. Withdrawal of Rollover Contributions. A Participant may elect to withdraw up to 100 percent of the amount then credited to his Rollover Contributions sub-account. Such withdrawals may be made at any time.

10.04. Age 59 1/2 Withdrawals. If so provided by the Employer in Subsection 1.19(b) of the Adoption Agreement or the In-Service Withdrawals Addendum to the Adoption Agreement, a Participant who continues in employment as an Employee and who has attained the age of 59 1/2 is permitted to withdraw upon request all or any portion of his Accounts specified by the Employer in Subsection 1.19(b) of the Adoption Agreement or the In-Service Withdrawals Addendum to the Adoption Agreement, as applicable and as may be limited therein.

10.05. Hardship Withdrawals. If so provided by the Employer in Subsection 1.19(a) of the Adoption Agreement, a Participant who continues in employment as an Employee may apply for a hardship withdrawal. Unless provided otherwise in the Service Agreement, the Participant may apply by certifying to the Administrator all of the required criteria specified in this Section. Such certification shall represent that the Participant has documentation substantiating the hardship. Such a hardship withdrawal may include all or any portion of the Accounts specified by the Employer in Subsection 1.19(a)(1) of the Adoption Agreement and the In-Service Withdrawals Addendum to the Adoption Agreement, if applicable, excluding any earnings on the Deferral Contributions sub-account accrued after the later of December 31, 1988 or the last day of the last Plan Year ending before July 1, 1989. The minimum amount, if any, that a Participant may withdraw because of hardship is the dollar amount specified by the Employer in Subsection 1.19(a).

For purposes of this Section 10.05, a withdrawal is made on account of hardship if made on account of an immediate and heavy financial need of the Participant where such Participant lacks other available resources. The Administrator shall direct the Trustee with respect to hardship withdrawals and those withdrawals shall be based on the following special rules:

(a) The following are the only financial needs considered immediate and heavy:

(1) expenses incurred or necessary for medical care (that would be deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable income limit) of the Participant, the Participant’s Spouse, children, or dependents, or a primary beneficiary of the Participant;

(2) costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

(3) payment of tuition, related educational fees, and room and board for the next 12 months of post-secondary education for the Participant, the Participant’s Spouse, children or dependents (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof), or a primary beneficiary of the Participant;

(4) payments necessary to prevent the eviction of the Participant from, or a foreclosure on the mortgage on, the Participant’s principal residence;

(5) payments for funeral or burial expenses for the Participant’s deceased parent, Spouse, child, or dependent (as defined in Code Section 152, without regard to subsection (d)(1)(B) thereof), or a primary beneficiary of the Participant;


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(6) expenses for the repair of damage to the Participant’s principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds any applicable income limit); or

(7) any other financial need determined to be immediate and heavy under rules and regulations issued by the Secretary of the Treasury or his delegate; provided, however, that any such financial need shall constitute an immediate and heavy need under this paragraph (7) no sooner than administratively practicable following the date such rule or regulation is issued.

For purposes of this Section, the term “primary beneficiary” means a Beneficiary under the Plan who has an unconditional right to all or a portion of the Participant’s Account upon the death of the Participant.

(b) A distribution shall be considered as necessary to satisfy an immediate and heavy financial need of the Participant only if:

(1) The Participant has obtained all distributions, other than the hardship withdrawal, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer or any Related Employer;

(2) The Participant suspends Deferral Contributions and Employee Contributions to the Plan for the 6-month period following receipt of his hardship withdrawal. The suspension must also apply to all elective contributions and employee contributions to all other qualified plans and non-qualified plans maintained by the Employer or any Related Employer, other than any mandatory employee contribution portion of a defined benefit plan, including stock option, stock purchase, and other similar plans, but not including health and welfare benefit plans (other than the cash or deferred arrangement portion of a cafeteria plan); and

(3) The withdrawal amount is not in excess of the amount of an immediate and heavy financial need (including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution).

10.06. Additional In-Service Withdrawal Rules. To the extent required under Code Section 411(d)(6), in-service withdrawals that were available under a prior plan shall be available under the Plan and indicated using Subsection 1.19(g) of the Adoption Agreement. The Employer may also elect additional in-service withdrawal options using Section 1.19(g).

10.07. Restrictions on In-Service Withdrawals. The following restrictions apply to any in-service withdrawal made from a Participant’s Account under this Article:

(a) Except with regard to a rollover made pursuant to Subsection 1.09(b), if the provisions of Section 14.04 apply to a Participant’s Account, the Participant must obtain the consent of his Spouse, if any, to obtain an in-service withdrawal.

(b) The Participant may elect to receive in-service withdrawals under this Article in any form of distribution described in Section 1.20 of the Adoption Agreement. However, if the provisions of Section 14.04 apply to a Participant’s Account, the Participant shall receive the in-service withdrawal in the form of a “qualified joint and survivor annuity”, as defined in Subsection 14.01(a), unless the consent rules in Section 14.05 are satisfied, or the Participant has elected to receive the in-service withdrawal in the form of a “qualified optional survivor annuity”, as defined in Subsection 14.01(b).

(c) Notwithstanding any other provision of the Plan to the contrary other than the provisions of Section 10.09, 11.02 or 12.04, a Participant shall not be permitted to make an in-service withdrawal from his Account of amounts attributable to contributions made to a money purchase pension plan, except employee and/or rollover contributions that were held in a separate account(s) under such plan.

10.08. Qualified Reservist Distributions. If so elected by the Employer in Section 1.19(d) of the Adoption Agreement, and notwithstanding anything herein to the contrary, a Participant ordered or called to active duty for a period in excess of 179 days or for an indefinite period by reason of being a member of a reserve component (as defined in Section 101 of Title 37, United States Code), shall be eligible to elect to receive a Qualified Reservist Distribution. A “Qualified Reservist Distribution” means a distribution from the Participant’s Account of amounts attributable to Deferral Contributions, provided such distribution is made during the period beginning on the date of the order or call to active duty and ending at the close of the active duty period.


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10.09. Age 62 Distribution of Money Purchase Benefits. If so elected by the Employer in Section 1.19(e) of the Adoption Agreement, a Participant who has attained at least age 62 shall be eligible to elect to receive a distribution of vested benefit amounts accrued as a result of the Participant’s participation in a money purchase pension plan (due to a merger into this Plan of money purchase pension plan assets), if any.

Article 11. Right to Benefits.

11.01. Normal or Early Retirement. Each Participant who continues in employment as an Employee until his Normal Retirement Age or, if so elected by the Employer in Subsection 1.14(b) of the Adoption Agreement, Early Retirement Age, shall have a vested interest in his Account of 100 percent regardless of any vesting schedule elected in Section 1.16 of the Adoption Agreement. If a Participant retires upon the attainment of Normal or Early Retirement Age, such retirement is referred to as a normal retirement.

11.02. Late Retirement. If a Participant continues in employment as an Employee after his Normal Retirement Age, he shall continue to have a 100 percent vested interest in his Account and shall continue to participate in the Plan until the date he establishes with the Employer for his late retirement. If so elected by the Employer in Section 1.19(f) of the Adoption Agreement, until he retires, he has a continuing right to elect to receive distribution of all or any portion of his Account in accordance with the provisions of Articles 12 and 13; provided, however, that a Participant may not receive any portion of his Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions, or 401(k) Safe Harbor Nonelective Employer Contributions sub-accounts prior to his attainment of age 59 1/2.

11.03. Disability Retirement. If so elected by the Employer in Subsection 1.14(c) of the Adoption Agreement, a Participant who becomes disabled while employed as an Employee, or, unless provided otherwise in the Additional Provisions Addendum to the Adoption Agreement, while performing qualified military service as defined in Code Section 414(u)(5), shall have a 100 percent vested interest in his Account regardless of any vesting schedule elected in Section 1.16 of the Adoption Agreement. An Employee is considered disabled if he satisfies any of the requirements for disability retirement selected by the Employer in Section 1.15 of the Adoption Agreement and terminates his employment with the Employer. Such termination of employment is referred to as a disability retirement.

11.04. Death. A Participant who dies while employed as an Employee, or while performing qualified military service as defined in Code Section 414(u)(5), shall have a 100 percent vested interest in his Account and his designated Beneficiary shall be entitled to receive the balance of his Account, plus any amounts thereafter credited to his Account. If a Participant whose employment as an Employee has terminated dies, his designated Beneficiary shall be entitled to receive the Participant’s vested interest in his Account.

A copy of the death notice or other sufficient documentation must be provided to the Administrator using procedures established by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s Account, such amount shall be paid to his surviving Spouse or, if none, to his estate (such Spouse or estate shall be deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits to such Beneficiary have commenced, but before they have been completed, and, in the opinion of the Administrator, no person has been designated to receive such remaining benefits, then such benefits shall be paid in a lump sum to the deceased Beneficiary’s estate.

Subject to the requirements of Section 14.04, a Participant may designate a Beneficiary, or change any prior designation of Beneficiary by giving notice to the Administrator using procedures established by the Administrator. If more than one person is designated as the Beneficiary, their respective interests shall be as indicated on the designation form. In the case of a married Participant, the Participant’s Spouse shall be deemed to be the designated Beneficiary unless the Participant’s Spouse has consented to another designation in the manner described in Section 14.06. Notwithstanding the foregoing, if a Participant’s Account is subject to the requirements of Section 14.04 and the Employer has specified in the Forms of Payment Addendum to the Adoption Agreement that less than 100 percent of the Participant’s Account that is subject to Section 14.04 shall be used to purchase the “qualified preretirement survivor annuity”, as defined in Section 14.01, the Participant may designate a Beneficiary other than his Spouse for the portion of his Account that would not be used to purchase the “qualified preretirement survivor annuity,” regardless of whether the Spouse consents to such designation.


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11.05. Other Termination of Employment. If a Participant terminates his employment with the Employer and all Related Employers, if any, for any reason other than death or normal, late, or disability retirement, he shall be entitled to a termination benefit equal to the sum of (a) his vested interest in the balance of his Matching Employer and/or Nonelective Employer Contributions sub-account(s), such vested interest to be determined in accordance with Section 5.11 and the vesting schedule(s) selected by the Employer in Section 1.16 of the Adoption Agreement and/or the Eligibility, Service and Vesting Addendum to the Adoption Agreement, and (b) the balance of his Deferral, Employee, Qualified Nonelective Employer, Qualified Matching Employer, and Rollover Contributions sub-accounts.

11.06. Application for Distribution. Except as provided in Subsection 1.21(a) of the Adoption Agreement, a Participant (or his Beneficiary, if the Participant has died) who is entitled to a distribution hereunder must request such distribution, using procedures established by the Administrator, unless the Employer has elected in Subsection 1.20(e)(1) of the Adoption Agreement to cash out de minimus Accounts and the Participant’s vested interest in his Account does not exceed the amount subject to automatic distribution pursuant to Section 13.02.

11.07. Application of Vesting Schedule Following Partial Distribution. If a distribution from a Participant’s Matching Employer and/or Nonelective Employer Contributions sub-account has been made to him at a time when his vested interest in such Account balance is less than 100 percent, the vesting schedule(s) in Section 1.16 of the Adoption Agreement shall thereafter apply only to the balance of his Account attributable to Matching Employer and/or Nonelective Employer Contributions allocated after such distribution. The balance of the Account from which such distribution was made shall be transferred to a separate account immediately following such distribution.

At any relevant time prior to a forfeiture of any portion thereof under Section 11.08, a Participant’s vested interest in such separate account shall be equal to P(AB+(RxD))-(RxD), where P is the Participant’s vested interest expressed as a percentage at the relevant time determined under Section 11.05; AB is the account balance of the separate account at the relevant time; D is the amount of the distribution; and R is the ratio of the account balance at the relevant time to the account balance after distribution. Following a forfeiture of any portion of such separate account under Section 11.08 below, the Participant’s vested interest in any balance in such separate account shall remain 100 percent.

11.08. Forfeitures. If a Participant terminates his employment with the Employer and all Related Employers before his vested interest in his Matching Employer and/or Nonelective Employer Contributions sub-accounts is 100 percent, the non-vested portion of his Account (including any amounts credited after his termination of employment) shall be forfeited by him as follows:

(a) If the Inactive Participant elects to receive distribution of his entire vested interest in his Account, the non-vested portion of his Account shall be forfeited upon the complete distribution of such vested interest, subject to the possibility of reinstatement as provided in Section 11.10. For purposes of this Subsection, if the value of an Employee’s vested interest in his Account balance is zero, the Employee shall be deemed to have received a distribution of his vested interest immediately following termination of employment.

(b) If the Inactive Participant elects not to receive distribution of his vested interest in his Account following his termination of employment, the non-vested portion of his Account shall be forfeited after the Participant has incurred five consecutive Breaks in Vesting Service.

Except as otherwise provided in the Adoption Agreement, no forfeitures shall occur solely as a result of a Participant’s withdrawal of Employee Contributions.

11.09. Application of Forfeitures. Any forfeitures occurring during a Plan Year may be used to pay administrative expenses under the Plan at any time, if so directed by the Administrator. Except as provided otherwise in the Adoption Agreement, any forfeitures not used to pay administrative expenses under the Plan shall be applied to reduce the contributions of the Employer for the immediately following Plan Year and held and applied in accordance with this Section 11.09.

Pending application, forfeitures shall be invested as directed by the Investment Fiduciary.

Except as permitted pursuant to EPCRS and notwithstanding any other provision of the Plan to the contrary, in no event may forfeitures be used to reduce the Employer’s obligation to remit to the Trust (or other appropriate Plan funding vehicle) loan repayments made pursuant to Article 9, Deferral Contributions, or Employee Contributions.


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11.10. Reinstatement of Forfeitures. If a Participant forfeits any portion of his Account under Subsection 11.08(a) because of distribution of his complete vested interest in his Account, but again becomes an Eligible Employee, then the amount so forfeited, without any adjustment for the earnings, expenses, losses, or gains of the assets credited to his Account since the date forfeited, shall be recredited to his Account (or to a separate account as described in Section 11.07, if applicable) if he repays the entire amount of his distribution not attributable to Employee Contributions or Rollover Contributions before the earlier of:

(a) his incurring five-consecutive Breaks in Vesting Service following the date complete distribution of his vested interest was made to him; or

(b) five years after his Reemployment Commencement Date.

If an Employee is deemed to have received distribution of his complete vested interest as provided in Section 11.08, the Employee shall be deemed to have repaid such distribution on his Reemployment Commencement Date.

Upon such an actual or deemed repayment, the provisions of the Plan (including Section 11.07) shall thereafter apply as if no forfeiture had occurred. The amount to be recredited pursuant to this paragraph shall be derived first from the forfeitures, if any, which as of the date of recrediting have yet to be applied as provided in Section 11.09 and, to the extent such forfeitures are insufficient, from a special contribution to be made by the Employer.

11.11. Adjustment for Investment Experience. If any distribution under this Article 11 is not made in a single payment, the amount retained by the Trustee after the distribution shall be subject to adjustment until distributed to reflect the income and gain or loss on the investments in which such amount is invested and any expenses properly charged under the Plan and Trust to such amounts.

Article 12. Distributions.

12.01. Restrictions on Distributions.

(a) Severance from Employment Rule. A Participant, or his Beneficiary, may not receive a distribution from the Participant’s Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions sub-accounts earlier than upon the Participant’s severance from employment with the Employer and all Related Employers, death, or disability, except as otherwise provided in Article 10, Section 11.02 or Section 12.04. If the Employer elected Subsection 1.21(b) of the Adoption Agreement, distribution from the Participant’s Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions sub-accounts may be further postponed in accordance with the provisions of Subsection 12.01(b) below.

(b) Same Desk Rule. If the Employer elected in Subsection 1.21(b) of the Adoption Agreement to preserve the separation from service rules in effect for Plan Years beginning before January 1, 2002, a Participant, or his Beneficiary, may not receive a distribution from the Participant’s Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions sub-accounts earlier than upon the Participant’s separation from service with the Employer and all Related Employers, death, or disability, except as otherwise provided in Article 10, Section 11.02 or Section 12.04. Notwithstanding the foregoing, amounts may also be distributed from such sub-accounts, in the form of a lump sum only, upon:

(1) The disposition by a corporation to an unrelated corporation of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or business of such corporation if such corporation continues to maintain the Plan with respect to the Participant after the disposition, but only with respect to former Employees who continue employment with the corporation acquiring such assets.

(2) The disposition by a corporation to an unrelated entity of such corporation’s interest in a subsidiary (within the meaning of Code Section 409(d)(3)) if such corporation continues to maintain the Plan with respect to the Participant, but only with respect to former Employees who continue employment with such subsidiary.


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In addition to the distribution events described in paragraph (a) or (b) above, as applicable, such amounts may also be distributed upon the termination of the Plan provided that the Employer does not maintain another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409(a), a simplified employee pension plan as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract described in Code Section 403(b) or a plan described in Code Section 457(b) or (f)) at any time during the period beginning on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Subject to Section 14.04, such a distribution must be made in a lump sum.

12.02. Timing of Distribution Following Retirement or Termination of Employment. The balance of a Participant’s vested interest in his Account shall be distributable upon his termination of employment with the Employer and all Related Employers, if any, because of death, normal, early, or disability retirement (as permitted under the Plan), or other termination of employment. Notwithstanding the foregoing, a Participant may elect to postpone distribution of his Account until the date in Subsection 1.21(a) of the Adoption Agreement, unless the Employer has elected in Subsection 1.20(e)(1) of the Adoption Agreement to cash out de minimus Accounts and the Participant’s vested interest in his Account does not exceed the amount subject to automatic distribution pursuant to Section 13.02. A Participant who elects to postpone distribution has a continuing election to receive such distribution prior to the date as of which distribution is required, unless such Participant is reemployed as an Employee.

Consistent with the provisions of Section 11.06, if a Participant (or his Beneficiary, if the Participant has died) whose Account is not subject to cash out in accordance with Section 13.02 does not request a distribution when his Account becomes distributable hereunder, he shall be deemed to have elected to postpone distribution of his Account until the earlier of the date he requests distribution or the date in Subsection 1.21(a).

12.03. Participant Consent to Distribution. As required under Code Section 411(a)(11)(A) and consistent with Section 11.06, no distribution shall be made to the Participant before he reaches his Normal Retirement Age (or age 62, if later) without the Participant’s consent, unless the Employer has elected in Subsection 1.20(e)(1) of the Adoption Agreement to cash out de minimus Accounts and the Participant’s vested interest in his Account does not exceed the amount subject to automatic distribution pursuant to Section 13.02. Such consent shall be made within the 180-day period ending on the Participant’s Annuity Starting Date. Once a Participant reaches his Normal Retirement Age (or age 62, if later), distribution shall be made upon the Participant’s request, as provided in Section 12.02.

If a Participant’s vested interest in his Account exceeds the maximum cash out limit permitted under Code Section 411(a)(11)(A) ($5,000 as of January 1, 2018), the consent of the Participant’s Spouse must also be obtained if the Participant’s Account is subject to the provisions of Section 14.04 and distribution is made before the Participant reaches his Normal Retirement Age (or age 62, if later), unless the distribution shall be made in the form of a “qualified joint and survivor annuity” or “qualified preretirement survivor annuity” as those terms are defined in Section 14.01. A Spouse’s consent to early distribution, if required, must satisfy the requirements of Section 14.06.

Notwithstanding any other provision of the Plan to the contrary, neither the consent of the Participant nor the Participant’s Spouse shall be required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or Code Section 415. In addition, upon termination of the Plan if it does not offer an annuity option (purchased from a commercial provider) and if the Employer or any Related Employer does not maintain another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) the Participant’s Account shall, without the Participant’s consent, be distributed to the Participant. However, if any Related Employer maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) then the Participant’s Account shall be transferred, without the Participant’s consent, to the other plan if the Participant does not consent to an immediate distribution.

12.04. Required Commencement of Distribution to Participants. In no event shall distribution to a Participant commence later than the date in Section 1.21(a) of the Adoption Agreement, which date shall not be later than the earlier of the dates described in (a) and (b) below:

(a) unless the Participant (and his Spouse, if appropriate) elects otherwise, the 60th day after the close of the Plan Year in which occurs the latest of (i) the date on which the Participant attains Normal Retirement Age, or age 65, if earlier, (ii) the date on which the Participant’s employment with the Employer and all Related Employers ceases, or (iii) the 10th anniversary of the year in which the Participant commenced participation in the Plan; and


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(b) the Participant’s Required Beginning Date.

Notwithstanding the provisions of Subsection 12.04(a) above, the failure of a Participant (and the Participant’s Spouse, if applicable) to consent to a distribution shall be deemed to be an election to defer commencement of payment as provided in Section 12.02 above.

12.05. Required Commencement of Distribution to Beneficiaries. Subject to the requirements of Subsection 12.05(a) below, if a Participant dies before his Annuity Starting Date, the Participant’s Beneficiary shall receive distribution of the Participant’s vested interest in his Account in the form provided under Article 13 or 14, as applicable, beginning as soon as reasonably practicable following the date the Beneficiary’s application for distribution is filed with the Administrator. If distribution is to be made to a Participant’s Spouse, it shall be made available within a reasonable period of time after the Participant’s death that is no less favorable than the period of time applicable to other distributions.

(a) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire vested interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Participant’s surviving Spouse is the Participant’s sole “designated beneficiary,” then, except as otherwise elected under Subsection 12.05(b), minimum distributions, as described in Section 13.03, will begin to the surviving Spouse by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 ¹⁄₂, if later.

(2) If the Participant’s surviving Spouse is not the Participant’s sole “designated beneficiary,” then, except as otherwise elected under Subsection 12.05(b), minimum distributions, as described in Section 13.03, will begin to the “designated beneficiary” by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(3) If there is no “designated beneficiary” as of September 30 of the year following the year of the Participant’s death, the Participant’s entire vested interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(4) If the Participant’s surviving Spouse is the Participant’s sole “designated beneficiary” and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Subsection 12.05(a), other than Subsection 12.05(a)(1), will apply as if the surviving Spouse were the Participant.

For purposes of this Subsection 12.05(a), unless Subsection 12.05(a)(4) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Subsection 12.05(a)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Subsection 12.05(a)(1). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under Subsection 12.05(a)(1)), the date distributions are considered to begin is the date distributions actually commence.

(b) Election of 5-Year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule described in Subsection 12.05(a)(3) or the minimum distribution rule described in Section 13.03 applies to distributions after the death of a Participant who has a “designated beneficiary.” The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Subsection 12.05(a), or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, the surviving Spouse’s) death. If neither the Participant nor the Beneficiary makes an election under this Subsection 12.05(b), distributions will be made in accordance with Subsection 12.05(a) and Section 13.03.

Subject to the requirements of Subsection 12.05(a) above, if a Participant dies on or after his Annuity Starting Date, but before his entire vested interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of the Participant’s vested interest in his Account beginning as soon as reasonably practicable following the Participant’s date of death in a form that provides for distribution at least as rapidly as under the form in which the Participant was receiving distribution.


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For purposes of this Section 12.05, “designated beneficiary” is as defined in Subsection 13.03(c)(1).

12.06. Whereabouts of Participants and Beneficiaries. The Administrator shall at all times be responsible for determining the whereabouts of each Participant or Beneficiary who may be entitled to benefits under the Plan and shall direct the Trustee as to the maintenance of a current address of each such Participant or Beneficiary.

If the Administrator is unable after diligent attempts to locate a Participant or Beneficiary who is entitled to a benefit under the Plan, the benefit otherwise payable to such Participant or Beneficiary shall be forfeited and applied as provided in Section 11.09. If a benefit is forfeited because the Administrator determines that the Participant or Beneficiary cannot be found, such benefit shall be reinstated by the Employer if a claim is filed by the Participant or Beneficiary with the Administrator and the Administrator confirms the claim to the Employer.

Article 13. Form of Distribution.

13.01. Normal Form of Distribution Under Profit Sharing Plan. Unless a Participant’s Account is subject to the requirements of Section 14.03 or 14.04, distributions to a Participant shall be made in a lump sum or, if elected by the Participant and provided by the Employer in Section 1.20 of the Adoption Agreement, under a systematic withdrawal plan (installments). Subject to the requirements of Article 14, if applicable, a Participant may elect other forms of distribution which appear in the Adoption Agreement. The recipient of payments under a systematic withdrawal plan may, with regard to all remaining payments or any portion thereof, elect to accelerate installment payments, decelerate installment payments, stop such payments altogether, or receive a lump sum distribution of the remainder of his Account balance, as long as, in any event, the requirements of Code Section 401(a)(9) are satisfied. If the Employer elects partial withdrawals in Section 1.20(c) of the Adoption Agreement, the preceding sentence applies to a Participant who elects installment payments with respect to such a withdrawal. Beneficiaries and alternate payees as provided in Section 18.04 may elect any form of distribution available to a Participant, except that annuities may only be elected by Beneficiaries in accordance with the provisions of Article 14.

Notwithstanding anything herein to the contrary, if distribution to a Participant commences on the Participant’s Required Beginning Date as determined under Subsection 2.01(vv), the Participant may elect to receive distributions under a systematic withdrawal plan that provides the minimum distributions required under Code Section 401(a)(9), as described in Section 13.03.

A Participant whose distribution includes an outstanding loan balance may roll over that outstanding loan in-kind to a plan which agrees to accept such an outstanding loan in accordance with the provisions of Section 9.11.

13.02. Cash Out Of Small Accounts. Notwithstanding any other provision of the Plan to the contrary, if the Employer elected to cash out small Accounts as provided in and pursuant to Subsection 1.20(e)(1) of the Adoption Agreement, the Participant’s vested interest in his Account shall be distributed following the Participant’s termination of employment because of retirement, disability, or other termination of employment. For purposes of determining whether an amount being distributed pursuant to this Section 13.02 will be subject to a direct rollover by the Administrator, a Participant’s “designated Roth contributions”, as defined in Subsection 6.01(e), will be considered separately from the amount within the Participant’s non-Roth sub-account.

If the Employer elected to cash out small Accounts as provided in Subsection 1.20(e)(1) and if distribution is to be made to a Participant’s Beneficiary following the death of the Participant and the Beneficiary’s vested interest in the Participant’s Account does not exceed the maximum cash out limit permitted under Code Section 411(a)(11)(A), distribution shall be made to the Beneficiary in a lump sum following the Participant’s death.

13.03. Minimum Distributions. Unless a Participant’s vested interest in his Account is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Participant’s Required Beginning Date, as of the first “distribution calendar year” distributions will be made in accordance with this Section. If a Participant’s Account is subject to the provisions of Section 14.04, in lieu of the minimum distribution required hereunder, the Administrator may distribute the Participant’s full vested interest in his Account in the form of an annuity purchased from an insurance company. Any annuity purchased on behalf of a Participant will provide for distributions thereunder to be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations issued thereunder and the minimum distribution incidental benefit requirement of Code Section 401(a)(9)(G).


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Notwithstanding the foregoing or any other provisions of this Section, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of Subsection 13.03(d) below.

(a) Required Minimum Distributions During a Participant’s Lifetime. During a Participant’s lifetime, the minimum amount that will be distributed for each “distribution calendar year” is the lesser of:

(1) the quotient obtained by dividing the Participant’s “account balance” by the distribution period in the Uniform Lifetime Table set forth in Q & A 2 of Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the “distribution calendar year”; or

(2) if the Participant’s sole “designated beneficiary” for the “distribution calendar year” is the Participant’s Spouse, the quotient obtained by dividing the Participant’s “account balance” by the number in the Joint and Last Survivor Table set forth in Q & A 3 of Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the “distribution calendar year.”

Required minimum distributions will be determined under this Subsection 13.03(a) beginning with the first “distribution calendar year” and up to and including the “distribution calendar year” that includes the Participant’s date of death. A Participant who has retired may elect at any time to take any portion of his Account in excess of the amount required to be paid pursuant to this Subsection 13.03(a).

(b) Required Minimum Distributions After Participant’s Death.

(1) If a Participant dies on or after the date distributions begin and there is a “designated beneficiary,” the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the Participant’s “account balance” by the longer of the remaining “life expectancy” of the Participant or the remaining “life expectancy” of the Participant’s “designated beneficiary,” determined as follows:

(A) The Participant’s remaining “life expectancy” is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(B) If the Participant’s surviving Spouse is the Participant’s sole “designated beneficiary,” the remaining life expectancy of the surviving Spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For “distribution calendar years” after the year of the surviving Spouse’s death, the remaining “life expectancy” of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.

(C) If the Participant’s surviving Spouse is not the Participant’s sole “designated beneficiary,” the “designated beneficiary’s” remaining “life expectancy” is calculated using the age of the “designated beneficiary” in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(2) If the Participant dies on or after the date distributions begin and there is no “designated beneficiary” as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the Participant’s “account balance” by the Participant’s remaining “life expectancy” calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(3) Unless the Participant or Beneficiary elects otherwise in accordance with Subsection 12.05(b), if the Participant dies before the date distributions begin and there is a “designated beneficiary,” the minimum amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the quotient obtained by dividing the Participant’s “account balance” by the remaining “life expectancy” of the Participant’s “designated beneficiary,” determined as provided in Subsection 13.03(b)(1).


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(4) If the Participant dies before the date distributions begin and there is no “designated beneficiary” as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s full vested interest in his Account will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(5) If the Participant dies before the date distributions begin, the Participant’s surviving Spouse is the Participant’s sole “designated beneficiary,” and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under Subsection 12.05(a)(1), Subsections 13.03(b)(3) and (4) will apply as if the surviving Spouse were the Participant.

For purposes of this Subsection 13.03(b), unless Subsection 13.03(b)(5) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Subsection 13.03(b)(5) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Subsection 12.05(a)(1). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under Subsection 12.05(a)(1)), the date distributions are considered to begin is the date distributions actually commence.

(1) “Designated beneficiary” means the individual who is the Participant’s Beneficiary as defined under Section 2.01(g) and is the designated beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-4 of the Treasury Regulations.

(2) “Distribution calendar year” means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first “distribution calendar year” is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first “distribution calendar year” is the calendar year in which distributions are required to begin under Subsection 12.05(a). The required minimum distribution for the Participant’s first “distribution calendar year” will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other “distribution calendar years,” including the required minimum distribution for the “distribution calendar year” in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that “distribution calendar year.”

(3) “Life expectancy” means life expectancy as computed by use of the Single Life Table in Q & A -1 of Section 1.401(a)(9)-9 of the Treasury Regulations.

(4) A Participant’s “account balance” means the balance of the Participant’s vested interest in his Account as of the last valuation date in the calendar year immediately preceding the “distribution calendar year” (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The “account balance” for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the “distribution calendar year” if distributed or transferred in the valuation calendar year.

(d) Section 242(b)(2) Elections. Notwithstanding any other provisions of this Section and subject to the requirements of Article 14, if applicable, distribution on behalf of a Participant, including a five-percent owner, may be made pursuant to an election under Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982 and in accordance with all of the following requirements:

(1) The distribution is one which would not have disqualified the Trust under Code Section 401(a)(9), if applicable, or any other provisions of Code Section 401(a), as in effect prior to the effective date of Section 242(a) of the Tax Equity and Fiscal Responsibility Act of 1982.


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(2) The distribution is in accordance with a method of distribution elected by the Participant whose vested interest in his Account is being distributed or, if the Participant is deceased, by a Beneficiary of such Participant.

(3) Such election was in writing, was signed by the Participant or the Beneficiary, and was made before January 1, 1984.

(4) The Participant had accrued a benefit under the Plan as of December 31, 1983.

(5) The method of distribution elected by the Participant or the Beneficiary specifies the form of the distribution, the time at which distribution will commence, the period over which distribution will be made, and in the case of any distribution upon the Participant’s death, the Beneficiaries of the Participant listed in order of priority.

A distribution upon death shall not be made under this Subsection 13.03(d) unless the information in the election contains the required information described above with respect to the distributions to be made upon the death of the Participant. For any distribution which commences before January 1, 1984, but continues after December 31, 1983, the Participant or the Beneficiary to whom such distribution is being made will be presumed to have designated the method of distribution under which the distribution is being made, if this method of distribution was specified in writing and the distribution satisfies the requirements in Subsections 13.03(d)(1) and (5). If an election is revoked, any subsequent distribution will be in accordance with the other provisions of the Plan. Any changes in the election will be considered to be a revocation of the election. However, the mere substitution or addition of another Beneficiary (one not designated as a Beneficiary in the election), under the election will not be considered to be a revocation of the election, so long as such substitution or addition does not alter the period over which distributions are to be made under the election directly, or indirectly (for example, by altering the relevant measuring life).

The Administrator shall direct the Trustee regarding distributions necessary to comply with the minimum distribution rules set forth in this Section 13.03.

13.04. Direct Rollovers.

Notwithstanding any other provision of the Plan to the contrary, a “distributee” may elect, at the time and in the manner prescribed by the Administrator, to have any portion or all of an “eligible rollover distribution” paid directly to an “eligible retirement plan” specified by the “distributee” in a direct rollover; provided, however, that a “distributee” may not elect a direct rollover with respect to a portion of an “eligible rollover distribution” if such portion totals less than $500. In applying the $500 minimum on rollovers of a portion of a distribution, any “eligible rollover distribution” from a Participant’s “designated Roth contributions”, as defined in Subsection 6.01(e), will be considered separately from any “eligible rollover distribution” from the Participant’s non-Roth sub-accounts.

The portion of any “eligible rollover distribution” consisting of Employee Contributions may only be rolled over to an individual retirement account or annuity described in Code Section 408(a) or (b) or to a qualified defined contribution plan described in Code Section 401(a), 403(a) or 403(b) that provides for separate accounting with respect to such accounts, including separate accounting for the portion of such “eligible rollover distribution” that is includible in income (including the earnings on the portion that is not so includible) and the portion that is not includible in income. That portion of any “eligible rollover distribution” consisting of Roth 401(k) Contributions, may only be rolled over to another designated Roth account established for the individual under an applicable retirement plan described in Code Section 402A(e)(1) that provides for “designated Roth contributions”, as defined in Section 6.01, or to a Roth individual retirement account described in Code Section 408A, subject to the rules of Code Section 402(c).

For purposes of this Section 13.04, the following definitions shall apply:

(a) “Distributee” means a Participant, the Participant’s surviving Spouse, and the Participant’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, who is entitled to receive a distribution from the Participant’s vested interest in his Account. The term “distributee” shall also include a designated beneficiary (as defined in Code Section 401(a)(9)(E)) of a Participant who is not the surviving Spouse of the Participant who may only elect to roll over such a distribution to an individual retirement plan described in clause (i) or (ii) of paragraph (8)(B) of Code Section 402(c) established for the purposes of receiving such distribution.


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(b) “Eligible retirement plan” means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a qualified defined contribution plan described in Code Section 401(a), an annuity contract described in Code Section 403(b), an eligible deferred compensation plan described in Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, provided that such 457 plan provides for separate accounting with respect to such rolled over amounts, that accepts “eligible rollover distributions”, or a Roth individual retirement account described in Code Section 408A However, for a “distributee” who is a designated beneficiary of the Participant (and not the Participant’s surviving Spouse), the definition of “eligible retirement plan” shall be limited as described in (a) above.

(c) “Eligible rollover distribution” means any distribution of all or any portion of the balance to the credit of the “distributee”, except that an “eligible rollover distribution” does not include the following:

(1) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the “distributee” or the joint lives (or joint life expectancies) of the “distributee” and the “distributee’s” designated beneficiary, or for a specified period of ten years or more;

(2) any distribution to the extent such distribution is required under Code Section 401(a)(9); or

(3) any hardship withdrawal made in accordance with the provisions of Section 10.05 or the In-Service Withdrawals Addendum to the Adoption Agreement.

13.05. Notice Regarding Timing and Form of Distribution. Within the period beginning 180 days before a Participant’s Annuity Starting Date and ending 30 days before such date, the Administrator shall provide such Participant with written notice containing a general description of the material features of each form of distribution available under the Plan and an explanation of the financial effect of electing each form of distribution available under the Plan. The notice shall also inform the Participant of his right to defer receipt of the distribution until the date in Subsection 1.21(a) of the Adoption Agreement, the consequences of failing to defer, and his right to make a direct rollover.

Distribution may commence fewer than 30 days after such notice is given, provided that:

(a) the Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option);

(b) the Participant, after receiving the notice, affirmatively elects a distribution, with his Spouse’s written consent, if necessary;

(c) if the Participant’s Account is subject to the requirements of Section 14.04, the following additional requirements apply:

(1) the Participant is permitted to revoke his affirmative distribution election at any time prior to the later of (A) his Annuity Starting Date or (B) the expiration of the seven-day period beginning the day after such notice is provided to him; and

(2) distribution does not begin to such Participant until such revocation period ends.

13.06. Determination of Method of Distribution. Subject to Section 13.02, the Participant shall determine the method of distribution of benefits to himself and may determine the method of distribution to his Beneficiary. If the Participant does not determine the method of distribution to his Beneficiary or if the Participant permits his Beneficiary to override his determination, the Beneficiary, in the event of the Participant’s death, shall determine the method of distribution of benefits to himself as if he were the Participant. A determination by the Beneficiary must be made no later than the close of the calendar year in which distribution would be required to begin under Section 12.05 or, if earlier, the close of the calendar year in which the fifth anniversary of the death of the Participant occurs.

13.07. Notice to Trustee. The Administrator shall notify the Trustee in any medium acceptable to the Trustee, which may be specified in the Service Agreement, whenever any Participant or Beneficiary is entitled to receive benefits under the Plan. To facilitate distributions, the Administrator shall develop processes and procedures to communicate to the Trustee the form of payment of benefits that such Participant or Beneficiary shall receive, the name of any designated Beneficiary or Beneficiaries, and any such other information as the Trustee shall require.


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Article 14. Superseding Annuity Distribution Provisions.

14.01. Special Definitions. For purposes of this Article, the following special definitions shall apply:

(a) “Qualified joint and survivor annuity” means (1) if the Participant is not married on his Annuity Starting Date, an immediate annuity payable for the life of the Participant or (2) if the Participant is married on his Annuity Starting Date, an immediate annuity for the life of the Participant with a survivor annuity for the life of the Participant’s Spouse (to whom the Participant was married on the Annuity Starting Date) equal to 50 percent (or the percentage designated in the Forms of Payment Addendum to the Adoption Agreement) of the amount of the annuity which is payable during the joint lives of the Participant and such Spouse, provided that the survivor annuity shall not be payable to a Participant’s Spouse if such Spouse is not the same Spouse to whom the Participant was married on his Annuity Starting Date.

(b) “Qualified optional survivor annuity” means a joint and survivor annuity that the Participant, subject to the spousal consent rules described in Section 14.05, may elect and which (1) if the survivor annuity portion of the Plan’s qualified joint and survivor annuity (as defined in (a) above) is less than 75%, then has a survivor annuity portion of 75% or (2) if the survivor annuity portion of the Plan’s qualified joint and survivor annuity (as defined in (a) above) is greater than or equal to 75%, then has a survivor annuity portion of 50%. The “qualified optional survivor annuity” shall be designated in the Forms of Payment Addendum as a joint and survivor annuity.

(c) “Qualified preretirement survivor annuity” means an annuity purchased with at least 50 percent of a Participant’s vested interest in his Account that is payable for the life of a Participant’s surviving Spouse. The Employer shall specify that portion of a Participant’s vested interest in his Account that is to be used to purchase the “qualified preretirement survivor annuity” in the Forms of Payment Addendum to the Adoption Agreement.

14.02. Applicability. Except as otherwise specifically provided in the Plan, the provisions of this Article shall apply to a Participant’s Account only if:

(a) the Plan includes assets transferred from a money purchase pension plan;

(b) the Plan is an amendment and restatement of a plan that provided an annuity form of payment and such form of payment has not been eliminated;

(c) the Plan is an amendment and restatement of a plan that provided an annuity form of payment and such form of payment has been eliminated, but the Participant elected a life annuity form of payment before the effective date of the elimination;

(d) the Participant’s Account contains assets attributable to amounts directly or indirectly transferred from a plan that provided an annuity form of payment and such form of payment has not been eliminated;

(e) the Participant’s Account contains assets attributable to amounts directly or indirectly transferred from a plan that provided an annuity form of payment and such form of payment has been eliminated, but the Participant elected a life annuity form of payment before the effective date of the elimination.

14.03. Annuity Form of Payment. To the extent provided through Section 1.20 of the Adoption Agreement, a Participant may elect distributions made in whole or in part in the form of an annuity contract. Any annuity contract distributed under the Plan shall be subject to the provisions of this Section 14.03 and, to the extent provided therein, Sections 14.04 through 14.09.

(a) At the direction of the Administrator, the Trustee shall purchase the annuity contract on behalf of a Participant or Beneficiary from an insurance company. Such annuity contract shall be nontransferable.

(b) The terms of the annuity contract shall comply with the requirements of the Plan and distributions under such contract shall be made in accordance with Code Section 401(a)(9) and the Treasury Regulations issued thereunder.


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(c) The annuity contract may provide for payment over the life of the Participant and, upon the death of the Participant, may provide a survivor annuity continuing for the life of the Participant’s designated Beneficiary. Such an annuity may provide for an annuity certain feature for a period not exceeding the life expectancy of the Participant or, if the annuity is payable to the Participant and a designated Beneficiary, the joint life and last survivor expectancy of the Participant and such Beneficiary. If the Participant dies prior to his Annuity Starting Date, the annuity contract distributed to the Participant’s Beneficiary may provide for payment over the life of the Beneficiary, and may provide for an annuity certain feature for a period not exceeding the life expectancy of the Beneficiary. The types of annuity contracts provided under the Plan shall be limited to the types of annuities described in Section 1.20 of the Adoption Agreement and the Forms of Payment Addendum to the Adoption Agreement.

(d) The annuity contract must provide for non-increasing payments.

14.04. “Qualified Joint and Survivor Annuity” and “Qualified Preretirement Survivor Annuity” Requirements. The requirements of this Section 14.04 apply to a Participant’s Account if:

(a) the Plan includes assets transferred from a money purchase pension plan;

(b) the Employer has selected in Subsection 1.20(d)(2) of the Adoption Agreement that distribution in the form of a life annuity is the normal form of distribution with respect to such Participant’s Account; or

(c) the Employer has indicated on the Forms of Payment Addendum to the Adoption Agreement that distribution in the form of a life annuity is an optional form of distribution with respect to such Participant’s Account and the Participant is permitted to elect and has elected distribution in the form of an annuity contract payable over the life of the Participant.

If a Participant’s Account is subject to the requirements of this Section, distribution shall be made to the Participant with respect to such Account in the form of a “qualified joint and survivor annuity” (with a survivor annuity in the percentage amount specified by the Employer in the Forms of Payment Addendum to the Adoption Agreement) in the amount that can be purchased with such Account, unless the Participant waives the “qualified joint and survivor annuity” as provided in Section 14.05. If the Participant dies prior to his Annuity Starting Date, distribution shall be made to the Participant’s surviving Spouse, if any, in the form of a “qualified preretirement survivor annuity” in the amount that can be purchased with such Account, unless the Participant waives the “qualified preretirement survivor annuity” as provided in Section 14.05, or the Participant’s surviving Spouse elects in writing to receive distribution in one of the other forms of payment provided under the Plan. A Participant’s Account that is subject to the requirements of this Section shall be used to purchase the “qualified preretirement survivor annuity” and the balance of the Participant’s vested interest in his Account that is not used to purchase the “qualified preretirement survivor annuity” shall be distributed to the Participant’s designated Beneficiary in accordance with the provisions of Sections 11.04 and 12.05.

14.05. Waiver of the “Qualified Joint and Survivor Annuity” and/or “Qualified Preretirement Survivor Annuity” Rights. A Participant may waive the “qualified joint and survivor annuity” described in Section 14.04 and elect another form of distribution permitted under the Plan at any time during the 180-day period ending on his Annuity Starting Date; provided, however, that if the Participant is married, his Spouse must consent in writing to such election as provided in Section 14.06. A Participant may waive or revoke a waiver of the “qualified joint and survivor annuity” described in Section 14.04 and elect another form of distribution permitted under the Plan at any time and any number of times during the 180-day period ending on his Annuity Starting Date; provided, however, that if the Participant is married and is electing a form of distribution other than the “qualified joint and survivor annuity” or the “qualified optional survivor annuity”, his Spouse must consent in writing to such election as provided in Section 14.06.

A Participant may waive the “qualified preretirement survivor annuity” and designate a non-Spouse Beneficiary at any time during the “applicable election period”; provided, however, that the Participant’s Spouse must consent in writing to such election as provided in Section 14.06. The “applicable election period” begins on the later of (1) the date the Participant’s Account becomes subject to the requirements of Section 14.04 or (2) the first day of the Plan Year in which the Participant attains age 35 or, if he terminates employment prior to such date, the date he terminates employment with the Employer and all Related Employers. The “applicable election period” ends on the earlier of the Participant’s Annuity Starting Date or the date of the Participant’s death. A Participant whose employment has not terminated may elect to waive the “qualified preretirement survivor annuity” prior to the Plan Year in which he attains age 35, provided that any such waiver shall cease to be effective as of the first day of the Plan Year in which the Participant attains age 35.


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A Participant’s waiver of the “qualified joint and survivor annuity” or “qualified preretirement survivor annuity” shall be valid only if the applicable notice described in Section 14.07 or 14.08 has been provided to the Participant.

14.06. Spouse’s Consent to Waiver. A Spouse’s written consent must acknowledge the effect of the Participant’s election and must be witnessed by a Plan representative or a notary public. In addition, the Spouse’s written consent must either (a) specify any non-Spouse Beneficiary designated by the Participant and that such designation may not be changed without written spousal consent or (b) acknowledge that the Spouse has the right to limit consent as provided in clause (a) above, but permit the Participant to change the designated Beneficiary without the Spouse’s further consent.

A Participant’s Spouse shall be deemed to have given written consent to a Participant’s waiver if the Participant establishes to the satisfaction of a Plan representative that spousal consent cannot be obtained because the Spouse cannot be located or because of other circumstances set forth in Code Section 401(a)(11) and Treasury Regulations issued thereunder.

Any written consent given or deemed to have been given by a Participant’s Spouse hereunder shall be irrevocable and shall be effective only with respect to such Spouse and not with respect to any subsequent Spouse.

In addition, with regard to a Participant’s waiver of the “qualified joint and survivor annuity” form of distribution, the Spouse’s written consent must either (a) specify the form of distribution elected instead of the “qualified joint and survivor annuity”, and that such form may not be changed (except to a “qualified joint and survivor annuity”) without written spousal consent or (b) acknowledge that the Spouse has the right to limit consent as provided in clause (a) above, but permit the Participant to change the form of distribution elected without the Spouse’s further consent. To the extent a Participant’s Account is subject to the requirements of Section 14.04, a Spouse’s consent to a Participant’s waiver shall be valid only if the applicable notice described in Section 14.07 or 14.08 has been provided to the Participant.

14.07. Notice Regarding “Qualified Joint and Survivor Annuity”. The notice provided to a Participant under Section 14.05 shall include a written explanation that satisfies the requirements of Code Section 417(a)(3) and regulations issued thereunder. The notice will include a description of the following: (i) the terms and conditions of a qualified joint and survivor annuity and the qualified optional survivor annuity; (ii) the participant’s right to make and the effect of any election to waive the qualified joint and survivor annuity form of benefit; (iii) the rights of a participant’s spouse; and (iv) the right to make, and the effect of, a revocation of a previous election to waive the qualified joint and survivor annuity.

14.08. Notice Regarding “Qualified Preretirement Survivor Annuity”. If a Participant’s Account is subject to the requirements of Section 14.04, the Participant shall be provided with a written explanation of the “qualified preretirement survivor annuity” comparable to the written explanation provided with respect to the “qualified joint and survivor annuity”, as described in Section 14.07. Such explanation shall be furnished within whichever of the following periods ends last:

(a) the period beginning with the first day of the Plan Year in which the Participant reaches age 32 and ending with the end of the Plan Year preceding the Plan Year in which he reaches age 35;

(b) a reasonable period ending after the Employee becomes an Active Participant;

(d) in the case of a Participant who separates from service before age 35, a reasonable period ending after such separation from service.

For purposes of the preceding sentence, the two-year period beginning one year prior to the date of the event described in Subsection 14.08(b), (c) or (d) above, whichever is applicable, and ending one year after such date shall be considered reasonable, provided, that in the case of a Participant who separates from service under Subsection 14.08(d) above and subsequently recommences employment with the Employer, the applicable period for such Participant shall be re-determined in accordance with this Section 14.08.

14.09. Former Spouse. For purposes of this Article, a former Spouse of a Participant shall be treated as the Spouse or surviving Spouse of the Participant, and a current Spouse shall not be so treated, to the extent required under a qualified domestic relations order, as defined in Code Section 414(p).


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Article 15. Top-Heavy Provisions.

15.01. Definitions. For purposes of this Article, the following special definitions shall apply:

(a) “Determination date” means, for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, “determination date” means the last day of that Plan Year.

(b) “Determination period” means the Plan Year containing the “determination date”.

(c) “Distribution period” means (i) for any distribution made to an employee on account of severance from employment, death, disability, or termination of a plan which would have been part of the “required aggregation group” had it not been terminated, the one-year period ending on the “determination date” and (ii) for any other distribution, the five-year period ending on the “determination date”.

(d) “Key employee” means any Employee or former Employee (including any deceased Employee) who at any time during the “determination period” was (1) an officer of the Employer or a Related Employer having annual Compensation greater than the dollar amount specified in Code Section 416(i)(1)(A)(I) adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002 (e.g., $175,000 for Plan Years beginning in 2018), (2) a five-percent owner of the Employer or a Related Employer, or (3) a one-percent owner of the Employer or a Related Employer having annual Compensation of more than $150,000. The determination of who is a “key employee” shall be made in accordance with Code Section 416(i)(1) and any applicable guidance or regulations issued thereunder.

(e) “Permissive aggregation group” means the “required aggregation group” plus any other qualified plans of the Employer or a Related Employer which, when considered as a group with the “required aggregation group”, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

(f) “Required aggregation group” means:

(1) Each qualified plan of the Employer or Related Employer in which at least one “key employee” participates, or has participated at any time during the “determination period” or, unless and until modified by future Treasury guidance, any of the four preceding Plan Years (regardless of whether the plan has terminated), and

(2) any other qualified plan of the Employer or Related Employer which enables a plan described in Subsection 15.01(f)(1) above to meet the requirements of Code Section 401(a)(4) or 410.

(g) “Top-heavy plan” means a plan in which any of the following conditions exists:

(1) the “top-heavy ratio” for the plan exceeds 60 percent and the plan is not part of any “required aggregation group” or “permissive aggregation group”;

(2) the plan is a part of a “required aggregation group” but not part of a “permissive aggregation group” and the “top-heavy ratio” for the “required aggregation group” exceeds 60 percent; or

(3) the plan is a part of a “required aggregation group” and a “permissive aggregation group” and the “top-heavy ratio” for both groups exceeds 60 percent.

Notwithstanding the foregoing, a plan is not a “top-heavy plan” for a Plan Year if it consists solely of a cash or deferred arrangement that satisfies the nondiscrimination requirements under Code Section 401(k) by application of Code Section 401(k)(12) or 401(k)(13) and, if matching contributions are provided under such plan, satisfies the nondiscrimination requirements under Code Section 401(m) by application of Code Section 401(m)(11) or 401(m)(12).

(h) “Top-heavy ratio” means:

(1) With respect to the Plan, or with respect to any “required aggregation group” or “permissive aggregation group” that consists solely of defined contribution plans (including any simplified employee pension, as defined in Code Section 408(k)), a fraction, the numerator of which is the sum of the account balances of all “key employees” under the plans as of the “determination date” (including any part of any account balance distributed during the “distribution period”), and the denominator of which is the sum of all account balances (including any part of any account balance distributed during the “distribution period”) of all participants under the plans as of the “determination date”. Both the numerator and denominator of the “top-heavy ratio” shall be increased, to the extent required by Code Section 416, to reflect any contribution which is due but unpaid as of the “determination date”.


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(2) With respect to any “required aggregation group” or “permissive aggregation group” that includes one or more defined benefit plans which, during the “determination period”, has covered or could cover an Active Participant in the Plan, a fraction, the numerator of which is the sum of the account balances under the defined contribution plans for all “key employees” and the present value of accrued benefits under the defined benefit plans for all “key employees”, and the denominator of which is the sum of the account balances under the defined contribution plans for all participants and the present value of accrued benefits under the defined benefit plans for all participants. Both the numerator and denominator of the “top-heavy ratio” shall be increased for any distribution of an account balance or an accrued benefit made during the “distribution period” and any contribution due but unpaid as of the “determination date”.

For purposes of Subsections 15.01(h)(1) and (2) above, the value of accounts shall be determined as of the most recent “determination date” and the present value of accrued benefits shall be determined as of the date used for computing plan costs for minimum funding that falls within 12 months of the most recent “determination date”, except as provided in Code Section 416 and the regulations issued thereunder for the first and second plan years of a defined benefit plan. When aggregating plans, the value of accounts and accrued benefits shall be calculated with reference to the “determination dates” that fall within the same calendar year.

The accounts and accrued benefits of a Participant who is not a “key employee” but who was a “key employee” in a prior year, or who has not performed services for the Employer or any Related Employer at any time during the one-year period ending on the “determination date”, shall be disregarded. The calculation of the “top-heavy ratio”, and the extent to which distributions, rollovers, and transfers are taken into account, shall be made in accordance with Code Section 416 and the regulations issued thereunder. Deductible employee contributions shall not be taken into account for purposes of computing the “top-heavy ratio”.

For purposes of determining if the Plan, or any other plan included in a “required aggregation group” of which the Plan is a part, is a “top-heavy plan”, the accrued benefit in a defined benefit plan of an Employee other than a “key employee” shall be determined under the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Employer or a Related Employer, or, if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C).

Notwithstanding any other provision herein to the contrary, Compensation for purposes of this Article 15 shall be based on the amount actually paid or made available to the Participant (or, if earlier, includible in the gross income of the Participant) during the Plan Year, does not exclude any amounts elected by the Employer in Subsection 1.05(b) of the Adoption Agreement except moving expenses paid or reimbursed by the Employer if it is reasonable to believe they are deductible by the Employee, and shall include Differential Wages as defined in Section 2.01(k)(2)(B)(i).

15.02. Application. If the Plan is or becomes a “top-heavy plan” in any Plan Year or is automatically deemed to be a “top-heavy plan” in accordance with the Employer’s selection in Subsection 1.22(a)(1) of the Adoption Agreement, the provisions of this Article shall apply and shall supersede any conflicting provision in the Plan. Notwithstanding the foregoing, the provisions of this Article shall not apply if Subsection 1.22(a)(3) of the Adoption Agreement is selected.

15.03. Minimum Contribution. Except as otherwise specifically provided in this Section 15.03, the Nonelective Employer Contributions made for the Plan Year on behalf of any Active Participant who is not a “key employee”, when combined with the Matching Employer Contributions made on behalf of such Active Participant for the Plan Year, shall not be less than the lesser of three percent (or five percent, if selected by the Employer in Subsection 1.22(b) of the Adoption Agreement) of such Participant’s Compensation for the Plan Year or, in the case where neither the Employer nor any Related Employer maintains a defined benefit plan which uses the Plan to satisfy Code Section 401(a)(4) or 410, the largest percentage of Employer contributions made on behalf of any “key employee” for the Plan Year, expressed as a percentage of the “key employee’s” Compensation for the Plan Year. Catch-Up Contributions made on behalf of a “key employee” for the Plan Year shall not be taken into account for purposes of determining the amount of the minimum contribution required hereunder.

If an Active Participant is entitled to receive a minimum contribution under another qualified plan maintained by the Employer or a Related Employer that is a “top-heavy plan”, no minimum contribution shall be made hereunder unless the Employer has provided in Subsection 1.22(b)(1) of the Adoption Agreement that the minimum contribution shall be made under this Plan in any event. If the Employer has provided in Subsection 1.22(b)(2) that an alternative means shall be used to


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satisfy the minimum contribution requirements where an Active Participant is covered under multiple plans that are “top-heavy plans”, no minimum contribution shall be required under this Section, except as provided under the 416 Contributions Addendum to the Adoption Agreement. If a minimum contribution is required to be made under the Plan for the Plan Year on behalf of an Active Participant who is not a “key employee” and who is a participant in a defined benefit plan maintained by the Employer or a Related Employer that is aggregated with the Plan, the minimum contribution shall not be less than five percent of such Participant’s Compensation for the Plan Year.

The minimum contribution required under this Section shall be made to the Account of an Active Participant even though, under other Plan provisions, the Active Participant would not otherwise be entitled to receive a contribution, or would have received a lesser contribution for the Plan Year, because (a) the Active Participant failed to complete the Hours of Service requirement selected by the Employer in Subsection 1.11(e) or 1.12(d) of the Adoption Agreement, or (b) the Participant’s Compensation was less than a stated amount; provided, however, that no minimum contribution shall be made for a Plan Year to the Account of an Active Participant who is not employed by the Employer or a Related Employer on the last day of the Plan Year.

That portion of a Participant’s Account that is attributable to minimum contributions required under this Section 15.03, to the extent required to be nonforfeitable under Code Section 416(b), may not be forfeited under Code Section 411(a)(3)(B).

15.04. Determination of Minimum Required Contribution. For purposes of determining the amount of any minimum contribution required to be made on behalf of a Participant who is not a “key employee” for a Plan Year, the Matching Employer Contributions made on behalf of such Participant and the Nonelective Employer Contributions allocated to such Participant for the Plan Year shall be aggregated. If the aggregate amount of such contributions, when expressed as a percentage of such Participant’s Compensation for the Plan Year, is less than the minimum contribution required to be made to such Participant under Section 15.03, the Employer shall make an additional contribution on behalf of such Participant in an amount that, when aggregated with the Qualified Nonelective Contributions, Matching Employer Contributions and Nonelective Employer Contributions previously allocated to such Participant, will equal the minimum contribution required to be made to such Participant under Section 15.03.

15.05. Accelerated Vesting. If applicable, for any Plan Year in which the Plan is or is deemed to be a “top-heavy plan” and all Plan Years thereafter, the top-heavy vesting schedule described within Subsection 1.22(c) of the Adoption Agreement shall automatically apply in lieu of any less favorable schedule specified in the Eligibility, Service and Vesting Addendum to the Adoption Agreement. The top-heavy vesting schedule applies to all benefits within the meaning of Code Section 411(a)(7) except those already subject to a vesting schedule which vests at least as rapidly in all cases as the schedule described within Subsection 1.22(c), including benefits accrued before the Plan becomes a “top-heavy plan”. Notwithstanding the foregoing provisions of this Section 15.05, the top-heavy vesting schedule does not apply to the Account of any Participant who does not have an Hour of Service after the Plan initially becomes or is deemed to have become a “top-heavy plan” and such Employee’s Account attributable to Employer Contributions shall be determined without regard to this Section.

15.06. Exclusion of Collectively-Bargained Employees. Notwithstanding any other provision of this Article 15, Employees who are included in a unit covered by a collective bargaining agreement between employee representatives and one or more employers may be included in determining whether or not the Plan is a “top-heavy plan”; provided, however, that if a “key employee” is covered by a collective bargaining agreement for the “determination period,” all Employees covered by such agreement shall be included. No Employees in a unit covered by a collective bargaining agreement shall be entitled to a minimum contribution under Section 15.03 or accelerated vesting under Section 15.05, unless otherwise provided in the collective bargaining agreement.

Article 16. Amendment and Termination.

16.01. Amendments by the Employer that do not Affect Pre-Approved Status. The Employer reserves the authority through a board of directors’ resolution or similar action, subject to the provisions of Article 1 and Section 16.04, to amend the Plan as provided herein, and such amendment shall not affect the status of the Plan as a pre-approved plan.

(a) The Employer may amend the Adoption Agreement to make a change or changes in the provisions previously elected by it. Such amendment may be made either by (1) completing an amended Adoption Agreement, or (2) adopting an amendment in the form provided by the Pre-Approved Plan Provider. Any such amendment must be filed with the Trustee.


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(b) The Employer may adopt certain model amendments published by the Internal Revenue Service which specifically provide that their adoption shall not cause the Plan to be treated as an individually designed plan.

(c) The Employer may adopt or change the separate loan procedures described in Section 9.03 by a board of directors’ resolution or similar action, or any procedure established thereby.

16.02. Amendments by the Employer Adopting Provisions not Included in Pre-Approved Plan, through the Plan Superseding Provisions Addendum. The Employer reserves the authority, subject to the provisions of Section 16.04, to amend the Plan by adopting provisions that are not included in the Pre-Approved Plan. Such amendment(s) shall be made through use of the Plan Superseding Provisions Addendum to the Adoption Agreement. In accordance with Section 1.26(a), the following amendments will not impact reliance on the opinion letter:

(a) Amendments to administrative provisions of the plan such as provisions relating to investments, plan claims procedures, and employer contact information provided the amended provisions are not in conflict with any other provision of the plan and do not cause the plan to fail to qualify under Code Section 401(a).

(b) Interim amendments or discretionary amendments that are related to a change in qualification requirements.

An Employer that amends the Plan for any other reason will no longer have reliance on the opinion letter.

16.03. Amendment by the Pre-Approved Plan Provider. Effective as of the date the Pre-Approved Plan Provider receives approval from the Internal Revenue Service of the Pre-Approved Plan, the Pre-Approved Plan Provider may in its discretion amend the Pre-Approved Plan at any time, which amendment may also apply to the Plan maintained by the Employer. The Pre-Approved Plan Provider shall satisfy any recordkeeping and notice requirements imposed by the Internal Revenue Service in order to maintain its amendment authority. The Pre-Approved Plan Provider shall provide a copy of any such amendment to each Employer adopting its Pre-Approved Plan at the Employer’s last known address as shown on the books maintained by the Pre-Approved Plan Provider or its affiliates.

The Pre-Approved Plan Provider will no longer have the authority to amend the Plan on behalf of an adopting Employer as of the earlier of (a) the date of the adoption of an Employer amendment to the Plan to incorporate a provision that is not allowable in the pre-approved plan program, as described in Section 6.03 of Rev. Proc. 2017-41 (or the successor thereto), or (b) the date the Internal Revenue Service gives notice that the Plan is being treated as an individually-designed plan due to the nature and extent of amendments, pursuant to Section 8.06(3) of Rev. Proc. 2017-41 (or the successor thereto).

16.04. Amendments Affecting Vested Interest and/or Accrued Benefits. Except as permitted by Section 16.05, Section 1.20(d) of the Adoption Agreement, and/or Code Section 411(d)(6) and regulations issued thereunder, no amendment to the Plan shall be effective to the extent that it has the effect of decreasing a Participant’s Account or eliminating an optional form of benefit with respect to benefits attributable to service before the amendment. Furthermore, if the vesting schedule of the Plan is amended, the nonforfeitable interest of a Participant in his Account, determined as of the later of the date the amendment is adopted or the date it becomes effective, shall not be less than the Participant’s nonforfeitable interest in his Account determined without regard to such amendment.

If the Plan’s vesting schedule is amended because of a change to “top-heavy plan” status, as described in Subsection 15.01(g), the accelerated vesting provisions of Section 15.05 shall continue to apply for all Plan Years thereafter, regardless of whether the Plan is a “top-heavy plan” for such Plan Year.

16.05. Retroactive Amendments made by Pre-Approved Plan Provider. An amendment made by the Pre-Approved Plan Provider in accordance with Section 16.03 may be made effective on a date prior to the first day of the Plan Year in which it is adopted if, in published guidance, the Internal Revenue Service either permits or requires such an amendment to be made to enable the Plan and Trust to satisfy the applicable requirements of the Code and all requirements for the retroactive amendment are satisfied.


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16.06. Termination and Discontinuation of Contributions. The Employer has adopted the Plan with the intention and expectation that assets shall continue to be held under the Plan on behalf of Participants and their Beneficiaries indefinitely and, unless the Plan is a frozen plan as provided in Subsection 1.01(g)(5) of the Adoption Agreement, that contributions under the Plan shall be continued indefinitely. However, said Employer has no obligation or liability whatsoever to maintain the Plan for any length of time and may amend the Plan to discontinue contributions under the Plan or terminate the Plan at any time without any liability hereunder for any such discontinuance or termination.

If the Plan is not already a frozen plan, the Employer may amend the Plan to discontinue further contributions to the Plan by selecting Subsection 1.01(g)(5) of the Adoption Agreement. An Employer that has selected in Subsection 1.01(g)(5) may change its selection and provide for contributions under the Plan to recommence with the intention that such contributions continue indefinitely, as provided in the preceding paragraph.

The Employer may terminate the Plan by written notice delivered to the Trustee. Notwithstanding the effective date of the termination of the Plan, loan payments being made pursuant to Section 9.07 shall continue to be remitted to the Trust until the loan has been defaulted or distributed pursuant to Sections 9.10 and 9.11 or Section 9.13, respectively.

16.07. Distribution upon Termination of the Plan. Upon termination or partial termination of the Plan or complete discontinuance of contributions thereunder, each Participant (including a terminated Participant with respect to amounts not previously forfeited by him) who is affected by such termination or partial termination or discontinuance shall have a vested interest in his Account of 100 percent. Subject to Section 12.01 and Article 14, upon receipt of instructions from the Administrator, the Trustee shall distribute to each Participant or other person entitled to distribution the balance of the Participant’s Account in a single lump sum payment. In the absence of such instructions, the Trustee shall notify the Administrator of such situation and the Trustee shall be under no duty to make any distributions under the Plan until it receives instructions from the Administrator. Upon the completion of such distributions, the Trust shall terminate, the Trustee shall be relieved from all liability under the Trust, and no Participant or other person shall have any claims thereunder, except as required by applicable law.

If distribution is to be made to a Participant or Beneficiary who cannot be located, following the Administrator’s completion of such search methods as described in applicable Department of Labor guidance, the Administrator shall give instructions to the Trustee to roll over the distribution to an individual retirement account established by the Administrator in the name of the missing Participant or Beneficiary, which account shall satisfy the requirements of the Department of Labor automatic rollover safe harbor generally applicable to amounts less than or equal to the maximum cashout amount specified in Code Section 401(a)(31)(B)(ii) ($5,000 as of January 1, 2018) that are mandatorily distributed from the Plan. In the alternative, the Employer may direct the Trustee, subject to applicable guidance, to transfer the Account of any such missing Participant or Beneficiary, regardless of the amount of any such Account to the Pension Benefit Guarantee Corporation. In the absence of such instructions, the Trustee shall make no distribution to the distributee.

16.08. Merger or Consolidation of Plan; Transfer of Plan Assets. In case of any merger or consolidation of the Plan with, or transfer of assets and liabilities of the Plan to, any other plan, provision must be made so that each Participant would, if the Plan then terminated, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if the Plan had then terminated.

Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to or from Other Qualified Plans.

17.01. Amendment and Continuation of Prior Plan. In the event the Employer has previously established a plan (the “prior plan”) which is a defined contribution plan under the Code and which on the date of adoption of the Plan meets the applicable requirements of Code Section 401(a), the Employer may, in accordance with the provisions of the prior plan, amend and restate the prior plan in the form of the Plan and become the Employer hereunder, subject to the following:

(a) Subject to the provisions of the Plan, each individual who was a Participant in the prior plan immediately prior to the effective date of such amendment and restatement shall become a Participant in the Plan on the effective date of the amendment and restatement, provided he is an Eligible Employee as of that date.

(b) Except as provided in Section 16.04, no election may be made under the vesting provisions of the Adoption Agreement if such election would reduce the benefits of a Participant under the Plan to less than the benefits to which he would have been entitled if he voluntarily separated from the service of the Employer immediately prior to such amendment and restatement.

(c) No amendment to the Plan shall decrease a Participant’s accrued benefit or eliminate an optional form of benefit, except as permitted under Subsection 1.20(d) of the Adoption Agreement.


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(d) The amounts standing to the credit of a Participant’s account immediately prior to such amendment and restatement which represent the amounts properly attributable to (1) contributions by the Participant and (2) contributions by the Employer and forfeitures shall constitute the opening balance of his Account or Accounts under the Plan.

(e) Amounts being paid to an Inactive Participant or to a Beneficiary in accordance with the provisions of the prior plan shall continue to be paid in accordance with such provisions.

(f) Any election and waiver of the “qualified preretirement survivor annuity”, as defined in Section 14.01, in effect after August 23, 1984, under the prior plan immediately before such amendment and restatement shall be deemed a valid election and waiver of Beneficiary under Section 14.04 if such designation satisfies the requirements of Sections 14.05 and 14.06, unless and until the Participant revokes such election and waiver under the Plan.

(g) Except as otherwise agreed within the Service Agreement, all assets of the predecessor trust shall be invested by the Trustee as soon as reasonably practicable pursuant to Article 8. The Employer agrees to assist the Trustee in any way requested by the Trustee in order to facilitate the transfer of assets from the predecessor trust to the Trust Fund.

17.02. Transfer of Funds from an Existing Plan. The Employer may from time to time direct the Trustee, in accordance with such rules as the Trustee may establish, to accept cash, Fund Shares or participant loan promissory notes transferred for the benefit of Participants from a trust forming part of another qualified plan under the Code, provided such plan is a defined contribution plan. Such transferred assets shall become assets of the Trust as of the date they are received by the Trustee. Such transferred assets shall be credited to Participants’ Accounts in accordance with their respective interests immediately upon receipt by the Trustee. A Participant’s vested interest under the Plan in transferred assets which were fully vested and nonforfeitable under the transferring plan or which were transferred to the Plan in a manner intended to satisfy the requirements of subsection (b) of this Section shall be fully vested and nonforfeitable at all times. A Participant’s interest under the Plan in transferred assets which were transferred to the Plan in a manner intended to satisfy the requirements of subsection (a) of this Section shall be determined in accordance with the terms of the Plan, but applying the Plan’s vesting schedule or the transferor plan’s vesting schedule, whichever is more favorable, for each year of Vesting Service completed by the Participant. Such transferred assets shall be invested by the Trustee in accordance with the provisions of Subsection 17.01(g) as if such assets were transferred from a prior plan, as defined in Section 17.01. Except as otherwise provided below, no transfer of assets in accordance with this Section 17.02 may cause a loss of an accrued or optional form of benefit protected by Code Section 411(d)(6).

The terms of the Plan as in effect at the time of the transfer shall apply to amounts transferred to the Plan from another defined contribution plan regardless of whether such application would have the effect of eliminating or reducing an optional form of benefit provided by such other plan that is protected by Code Section 411(d)(6) and that was previously available with respect to the transferred amount, provided that such transfer satisfies the requirements set forth in either (a) or (b):

(a)

(1) The transfer is conditioned upon a voluntary, fully informed election by the Participant to transfer his entire account balance to the Plan. As an alternative to the transfer, the Participant is offered the opportunity to retain the form of benefit previously available to him (or, if the transferor plan is terminated, to receive any optional form of benefit for which the participant is eligible under the transferor plan as required by Code Section 411(d)(6));

(2) The amounts being transferred are not part of either (i) a qualified cash or deferred arrangement or (ii) an employee stock ownership plan, as defined in Code Section 4975(e)(7);

(3) The defined contribution plan from which the transfer is made is not a money purchase pension plan and

(4) The transfer is made either in connection with an asset or stock acquisition, merger or other similar transaction involving a change in employer of the employees of a trade or business (i.e., an acquisition or disposition within the meaning of Section 1.410(b)-2(f) of the Treasury Regulations) or in connection with the participant’s change in employment status such that the participant is not entitled to additional allocations under the transferor plan.


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(b)

(1) The transfer satisfies the requirements of subsection (a)(1) of this Section 17.02;

(2) The transfer occurs at a time when the Participant is eligible, under the terms of the transferor plan, to receive an immediate distribution of his account;

(3) The transfer occurs at a time when the participant is not eligible to receive an immediate distribution of his entire nonforfeitable account balance in a single sum distribution that would consist entirely of an eligible rollover distribution within the meaning of Code Section 401(a)(31)(C); and

(4) The amount transferred, together with the amount of any contemporaneous Code Section 401(a)(31) direct rollover to the Plan, equals the entire nonforfeitable account of the participant whose account is being transferred.

It is the Employer’s obligation to ensure that all assets of the Plan, other than those maintained in a separate trust or fund, are transferred to the Trustee.

17.03. Transfer of Assets from Trust. The Employer may direct the Trustee to transfer all or a specified portion of the Trust assets to any other plan or plans maintained by the Employer or the employer or employers of an Inactive Participant or Participants, provided that the Trustee has received evidence satisfactory to it that such other plan meets all applicable requirements of the Code, subject to the following:

(a) The assets so transferred shall be accompanied by instructions from the Employer naming the persons for whose benefit such assets have been transferred, showing separately the respective contributions by the Employer and by each Inactive Participant, if any, and identifying the assets attributable to the various contributions. The Trustee shall not transfer assets hereunder until all applicable filing requirements are met. The Trustee shall have no further liabilities with respect to assets so transferred.

(b) A transfer of assets made pursuant to this Section may result in the elimination or reduction of an optional form of benefit protected by Code Section 411(d)(6), provided that the transfer satisfies the requirements set forth in either (1) or (2):

(1)

(i) The transfer is conditioned upon a voluntary, fully informed election by the Participant to transfer his entire Account to the other defined contribution plan. As an alternative to the transfer, the Participant is offered the opportunity to retain the form of benefit previously available to him (or, if the Plan is terminated, to receive any optional form of benefit for which the Participant is eligible under the Plan as required by Code Section 411(d)(6));

(ii) If the Plan includes a qualified cash or deferred arrangement under Code Section 401(k), the defined contribution plan to which the transfer is made must include a qualified cash or deferred arrangement; and

(iii) The transfer is made either in connection with an asset or stock acquisition, merger or other similar transaction involving a change in employer of the employees of a trade or business (i.e., an acquisition or disposition within the meaning of Section 1.410(b)-2(f) of the Treasury Regulations) or in connection with the Participant’s change in employment status such that the Participant becomes an Inactive Participant.

(2)

(i) The transfer satisfies the requirements of subsection (1)(i) of this Section;

(ii) The transfer occurs at a time when the Participant is eligible, under the terms of the Plan, to receive an immediate distribution of his benefit;

(iii) The transfer occurs at a time when the Participant is not eligible to receive an immediate distribution of his entire nonforfeitable Account in a single sum distribution that would consist entirely of an eligible rollover distribution within the meaning of Code Section 401(a)(31)(C);

(iv) The Participant is fully vested in the transferred amount in the transferee plan; and

(v) The amount transferred, together with the amount of any contemporaneous Code Section 401(a)(31) direct rollover to the transferee plan, equals the entire nonforfeitable Account of the Participant whose Account is being transferred.


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Article 18. Miscellaneous.

18.01. Communication to Participants. The Plan shall be communicated to all Eligible Employees by the Employer promptly after the Plan is adopted.

18.02. Limitation of Rights. Neither the establishment of the Plan and the Trust, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, shall be construed as giving to any Participant or other person any legal or equitable right against the Employer, Administrator or Trustee, except as provided herein; and in no event shall the terms of employment or service of any Participant be modified or in any way affected hereby. It is a condition of the Plan, and each Participant expressly agrees by his participation herein, that each Participant shall look solely to the assets held in the Trust for the payment of any benefit to which he is entitled under the Plan.

No Participant or Beneficiary shall have or acquire any right, title or interest in or to the Plan assets or any portion of the Plan assets, except by the actual payment or distribution from the Plan to such Participant or Beneficiary of such Participant’s or Beneficiary’s benefit to which he or she is entitled under the provisions of the Plan. Whenever the Plan pays a benefit in excess of the maximum amount of payment required under the provisions of the Plan, the Administrator will have the right to recover any such excess payment, plus earnings at the Administrator’s discretion, on behalf of the Plan from the Participant and/or Beneficiary, as the case may be. Notwithstanding anything to the contrary herein stated, this right of recovery includes, but is not limited to, a right of offset against future benefit payments to be paid under the Plan to the Participant and/or Beneficiary, as the case may be, which the Administrator may exercise in its sole discretion.

18.03. Nonalienability of Benefits. Except as provided in Code Sections 401(a)(13)(C) and (D)(relating to offsets ordered or required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant and the Department of Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of the Treasury Regulations (relating to Federal tax levies), or as otherwise required by law, the benefits provided hereunder shall not be subject to alienation, assignment, garnishment, attachment, execution or levy of any kind, either voluntarily or involuntarily, and any attempt to cause such benefits to be so subjected shall not be recognized. The preceding sentence shall also apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant pursuant to a domestic relations order, unless such order is determined in accordance with procedures established by the Administrator to be a qualified domestic relations order, as defined in Code Section 414(p), or any domestic relations order entered before January 1, 1985.

18.04. Qualified Domestic Relations Orders Procedures. The Administrator must establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Participant and any alternate payee named in the order shall be notified, in writing, of the receipt of the order and the Plan’s procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Administrator must determine the qualified status of the order. The Participant and each alternate payee shall be provided notice of such determination by mailing to the individual’s address specified in the domestic relations order, or in a manner consistent with the Department of Labor regulations.

If any portion of the Participant’s Account is payable during the period the Administrator is making its determination of the qualified status of the domestic relations order, the Administrator must make a separate accounting of the amounts payable. If the Administrator determines the order is a qualified domestic relations order within 18 months of the date amounts first are payable following receipt of the order, the Administrator shall direct the Trustee to distribute the payable amounts in accordance with the order. If the determination of the qualified status of the order is not made within the 18-month determination period, the Administrator shall direct the Trustee to distribute the payable amounts in the manner the Plan would distribute if the order did not exist and shall apply the order prospectively if the Administrator later determines that the order is a qualified domestic relations order.

The Trustee shall set up segregated accounts for each alternate payee as directed by the Administrator.

A domestic relations order shall not fail to be deemed a qualified domestic relations order merely because it permits distribution or requires segregation of all or part of a Participant’s Account with respect to an alternate payee prior to the Participant’s earliest retirement age (as defined in Code Section 414(p)) under the Plan. A distribution to an alternate payee prior to the Participant’s attainment of the earliest retirement age is available only if the alternate payee consents to a distribution occurring prior to the Participant’s attainment of earliest retirement age.


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Notwithstanding any other provisions of this Section or of a domestic relations order, if the Employer has elected to cash out small Accounts as provided in Subsection 1.20(e)(1) of the Adoption Agreement and the alternate payee’s benefits under the Plan do not exceed the maximum cash out limit permitted under Code Section 411(a)(11)(A), distribution shall be made to the alternate payee in a lump sum as soon as practicable following the Administrator’s determination that the order is a qualified domestic relations order.

18.05. Application of Plan Provisions for Multiple Employer Plans. When elected in the Participating Employers Addendum to the Adoption Agreement, and notwithstanding any other provision of the Plan to the contrary, if one of the Employers designated in the Participating Employers Addendum is not or has ceased to be a Related Employer (hereinafter “un-Related Employer”), the Plan shall be treated as a multiple employer plan (as defined in Code Section 413(c)) in accordance with applicable guidance. Any subsequent removal of an un-Related Employer will not be treated as a termination of the Plan with regard to that un-Related Employer and not be considered a distributable event for Participants still employed with that un-Related Employer.

For the period, if any, that the Plan is a multiple employer plan, each un-Related Employer shall be treated as a separate Employer for purposes of contributions, application of the “ADP” and “ACP” tests described in Sections 6.03 and 6.06, application of the Code Section 415 limitations described in Section 6.12, top-heavy determinations and application of the top-heavy requirements under Article 15, and application of such other Plan provisions as the Employers determine to be appropriate. For any such period, the Pre-Approved Plan Provider shall continue to treat the Employer as an adopter of this Pre-Approved Plan for purposes of notice or other communications in connection with the Plan, and other Plan-related services. The Administrator shall be responsible for administering the Plan as a multiple employer plan.

18.06. Veterans Reemployment Rights. Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u) and the regulations thereunder. The Administrator shall notify the Trustee of any Participant with respect to whom additional contributions are made because of qualified military service. Additional contributions made to the Plan pursuant to Code Section 414(u) shall be treated as Deferral Contributions (if Option 1.07(a)(3) is selected in the Adoption Agreement, including, to the extent designated by the Participant, Roth 401(k) Contributions), Employee Contributions, Matching Employer Contributions, Qualified Matching Employer Contributions, Qualified Nonelective Employer Contributions, or Nonelective Employer Contributions based on the character of the contribution they are intended to replace; provided, however, that the Plan shall not be treated as failing to meet the requirements of Code Section 401(a)(4), 401(k)(3), 401(k)(12), 401(m), 410(b), or 416 by reason of the making of or the right to make such contribution. Notwithstanding the foregoing, Participants dying and/or becoming disabled while performing qualified military service as defined in Code Section 414(u)(5) shall not be treated as having resumed employment pursuant to this Section on the day prior to dying or becoming disabled for purposes of calculating contributions pursuant to Code Section 414(u)(9).

18.07. Facility of Payment. In the event the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Trustee to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under state law for the care and control of such recipient. The receipt by such person or institution of any such payments shall be complete acquittance therefore, and any such payment to the extent thereof, shall discharge the liability of the Trust for the payment of benefits hereunder to such recipient.

18.08. Information between Employer and/or Administrator and Trustee. The Employer and/or Administrator will furnish the Trustee, and the Trustee will furnish the Employer and/or Administrator, with such information relating to the Plan and Trust as may be required by the other in order to carry out their respective duties hereunder, including without limitation information required under the Code and any regulations issued or forms adopted by the Treasury Department thereunder or under the provisions of ERISA and any regulations issued or forms adopted by the Department of Labor thereunder.

18.09. Effect of Failure to Qualify Under Code. Notwithstanding any other provision contained herein, if the Employer’s plan fails to be a qualified plan under the Code, such plan can no longer participate in this pre-approved plan arrangement and shall be considered an individually designed plan.


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18.10. Directions, Notices and Disclosure. Any notice or other communication in connection with this Plan shall be deemed delivered in writing if addressed as follows and if either actually delivered at said address or, in the case of a letter, three business days shall have elapsed after the same shall have been deposited in the United States mail, first-class postage prepaid and registered or certified:

(a) If to the Employer or Administrator, to it at such address as the Administrator shall direct pursuant to the Service Agreement;

(b) If to the Trustee, to it at the address set forth in Section 1.29 of the Adoption Agreement;

or, in each case at such other address as the addressee shall have specified by written notice delivered in accordance with the foregoing to the addressor’s then effective notice address.

Any direction, notice or other communication provided to the Employer, the Administrator or the Trustee by another party which is stipulated to be in written form under the provisions of this Plan may also be provided in any medium which is permitted under applicable law or regulation. Any written communication or disclosure to Participants required under the provisions of this Plan may be provided in any other medium (electronic, telephone or otherwise) that is permitted under applicable law or regulation.

18.11. Governing Law. Unless provided otherwise in the Adoption Agreement, the Plan shall be construed, administered and enforced according to ERISA, and to the extent not preempted thereby, the laws of the Commonwealth of Massachusetts.

18.12. Discharge of Duties by Fiduciaries. The Trustee, the Employer and any other fiduciary shall discharge their duties under the Plan in accordance with the requirements of ERISA solely in the interests of Participants and their Beneficiaries and with the care, skill, prudence, and diligence under the applicable circumstances that a prudent man acting in a like capacity and familiar with such matters would use in conducting an enterprise of like character with like aims.

Article 19. Plan Administration.

19.01. Powers and Responsibilities of the Administrator. The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the requirements of ERISA. The Administrator is the agent for service of legal process for the Plan. In addition to the powers and authorities expressly conferred upon it in the Plan, the Administrator shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including the discretionary power and authority to interpret and construe the provisions of the Plan, such interpretation to be final and conclusive on all persons claiming benefits under the Plan; to make benefit determinations; to utilize the correction programs or systems established by the Internal Revenue Service (such as the Employee Plans Compliance and Resolution System) or the Department of Labor; and to resolve any disputes arising under the Plan. The Employer may elect through Section 1.01(c) of the Adoption Agreement to allocate the responsibilities of the Administrator among one or more persons or entities as indicated therein or within the Fiduciary Addendum to the Adoption Agreement. The Administrator may also, by written instrument, allocate and delegate its fiduciary responsibilities in accordance with ERISA Section 405, including allocation of such responsibilities to an administrative committee or committees formed to administer the Plan.

19.02. Nondiscriminatory Exercise of Authority. Whenever, in the administration of the Plan, any discretionary action by the Administrator, Investment Fiduciary or other fiduciary named on the Fiduciary Addendum to the Adoption Agreement is required, such fiduciary shall exercise its authority in a nondiscriminatory manner so that all persons similarly situated shall receive substantially the same treatment.

19.03. Claims and Review Procedures. As required under Section 2560.503-1(b)(2) of Regulations issued by the Department of Labor, the claims and review procedures are described in detail in the summary plan description for the Plan. Unless provided otherwise in the Adoption Agreement, claims will also be subject to the restrictions described below.

A Participant, Beneficiary or alternate payee (collectively referred to as “Claimant” in this section) seeking judicial review of an adverse benefit determination under the Plan, whether in whole or in part, is required to exhaust all claims and review procedures under the Plan as described in the summary plan description for the Plan before filing suit in state or federal court. The Claimant must file any suit or legal action (including, without limitation, a civil action under Section 502(a) of ERISA) within 12 months of the date the final adverse benefit determination is issued. Notwithstanding the foregoing, any Claimant that fails to engage in or exhaust the claims and review procedures must file any suit or legal action within 12 months of the date of the alleged facts or conduct giving rise to the claim (including, without limitation, the date the Claimant alleges he or she became entitled to the Plan benefits requested in the suit or legal action). A Claimant who fails to file such suit or legal action within the 12 months limitations period will lose any rights to bring any such suit or legal action thereafter. In any such suit or legal action, a Claimant is prohibited from presenting any evidence not timely presented as part of the Plan’s administrative claims review process.


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19.04. Named Fiduciary. The Administrator is a “named fiduciary” for purposes of ERISA Section 402(a)(1) and has the powers and responsibilities with respect to the management and operation of the Plan described herein.

19.05. Costs of Administration. All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Administrator and the Trustee in administering the Plan and Trust may be paid from the forfeitures (if any) resulting under Section 11.08, from the ERISA account established under this Section, if any, or from the remaining Trust Fund. All such costs and expenses paid from the remaining Trust Fund shall, unless allocable to the Accounts of particular Participants, be charged against the Accounts of all Participants as directed by the Administrator. Amounts a service provider agrees to credit to the Plan in recognition of the service provider’s compensation for Plan services may be allocated to an ERISA account from which the Administrator may pay Plan expenses and/or allocate amounts to the Accounts of Participants and Beneficiaries pro rata based on their Account balances in the Trust or as set forth in the Fiduciary Addendum to the Adoption Agreement.


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PRE-APPROVED DEFINED CONTRIBUTION PLAN

Addendum

RE: The Bipartisan Budget Act of 2018, and Code Sections 401(k) and 401(m) 2019 Final Hardship Regulations

Amendments for Fidelity Basic Plan Document No. 17

PREAMBLE

Adoption and Effective Date of Amendment. This amendment of the Plan is adopted to reflect statutory changes pursuant to the Bipartisan Budget Act of 2018 (BBA) and Code Sections 401(k) and 401(m) 2019 Final Hardship Regulations and any related guidance. This amendment is intended as good faith compliance with the requirements of the BBA and those final regulations and is to be construed in accordance with guidance issued thereunder.

Except as provided otherwise below, the amendments contained herein shall be effective for Plan Years beginning after December 31, 2018.

Supersession of Inconsistent Provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

Article 1. Qualified Matching Employer Contributions. Section 5.09 is amended by replacing the first paragraph in its entirety with the following:

If so provided by the Employer in Subsection 1.11(f) of the Adoption Agreement, prior to making its Matching Employer Contribution (other than any 401(k) Safe Harbor Matching Employer Contribution) to the Plan, the Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching Employer Contribution. The Employer shall notify the Trustee of such designation at the time it makes its Matching Employer Contribution. Qualified Matching Employer Contributions shall be distributable only in accordance with the distribution provisions that are applicable to Deferral Contributions; provided, however, that a Participant shall not be permitted to take Qualified Matching Employer Contributions as part of a Qualified Reservist Distribution pursuant to Section 10.08. Qualified Matching Employer Contributions shall not be included in the amounts available for hardship withdrawals unless specified in the In-Service Withdrawals Addendum.

Article 2. Qualified Nonelective Employer Contributions Section 5.07 is amended by replacing the last paragraph it in its entirety with the following:

Qualified Nonelective Employer Contributions shall be distributable only in accordance with the distribution provisions that are applicable to Deferral Contributions; provided, however, that a Participant shall not be permitted to take Qualified Nonelective Employer Contributions as part of a Qualified Reservist Distribution pursuant to Section 10.08. Qualified Nonelective Employer Contributions shall not be included in the amounts available for hardship withdrawals unless specified in the In-Service Withdrawals Addendum.

Article 3. Hardship Distributions Section 10.05 is amended and replaced in its entirety with the following:

If so provided by the Employer in Subsection 1.19(a) of the Adoption Agreement, a Participant who continues in employment as an Employee may apply for a hardship withdrawal. Unless provided otherwise in the Service Agreement, the Participant may apply by certifying to the Administrator all of the required criteria specified in this Section. Such certification shall represent that the Participant has documentation substantiating the hardship. Such a hardship withdrawal may include all or any portion of the Accounts specified by the Employer in Subsection 1.19(a)(1) of the Adoption Agreement and the In-Service Withdrawals Addendum to the Adoption Agreement, if applicable. The minimum amount, if any, that a Participant may withdraw because of hardship is the dollar amount specified by the Employer in Subsection 1.19(a) of the Adoption Agreement.


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(a) The following are the only financial needs considered immediate and heavy:

(2) costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

(3) payment of tuition, related educational fees, and room and board for the next 12 months of postsecondary education for the Participant, the Participant’s Spouse, children or dependents (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof), or a primary beneficiary of the Participant;

(4) payments necessary to prevent the eviction of the Participant from, or a foreclosure on the mortgage on, the Participant’s principal residence;

(6) expenses for the repair of damage to the Participant’s principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to Code Section 165(h)(5) and whether the loss exceeds any applicable income limit);

(7) expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 100-707, provided that

(8) the employee’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster; or any other financial need determined to be immediate and heavy under rules and regulations issued by the Secretary of the Treasury or his delegate; provided, however, that any such financial need shall constitute an immediate and heavy need under this paragraph (8) no sooner than administratively practicable following the date such rule or regulation is issued.

(b) Except to the extent provided otherwise on the Adoption Agreement Addendum regarding the Bipartisan Budget Act of 2018, and Code Sections 401(k) and 401(m) 2019 Final Hardship Regulations, the distribution shall be considered as necessary to satisfy an immediate and heavy financial need of the Participant only if:

(1) The Participant has obtained all distributions, other than the hardship withdrawal.

(2) The withdrawal amount is not in excess of the amount of an immediate and heavy financial need (including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution).

The Pre-Approved Plan Provider (Fidelity Management & Research Company) executed this Amendment by separate resolution on July 29, 2020.


Pre-Approved Defined Contribution Plan – 07/29/2020		Basic Plan Document 17

PRE-APPROVED DEFINED CONTRIBUTION PLAN AMENDMENT

to Fidelity Basic Plan Document No. 17

RE: Coronavirus Aid, Relief, and Economic Security Act

PREAMBLE

Adoption and Effective Date of Amendment. This document amends the Basic Plan Document and is adopted by the Pre-Approved Plan Provider on behalf of adopting Employers for such Employer’s Plan, to reflect statutory changes pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and any related guidance (this “CARES Act Amendment”). The Employer may further modify this CARES Act Amendment through the addendum, prepared by the Preapproved Plan Provider, to the Adoption Agreement prepared to reflect statutory changes pursuant to the CARES Act and any related guidance (the “CARES Act Addendum”). This CARES Act Amendment and the CARES Act Addendum are intended as good-faith compliance with the requirements of the CARES Act, and are to be construed in accordance with guidance issued thereunder, regardless of when such guidance is issued.

Except as provided otherwise below or by the Employer through the CARES Act Addendum, this CARES Act Amendment shall be effective beginning January 1, 2020.

Supersession of Inconsistent Provisions. This CARES Act Amendment shall supersede the provisions of the Basic Plan Document and the Plan to the extent those provisions are inconsistent with the provisions of this CARES Act Amendment. However, this CARES Act Amendment shall be interpreted in concert with the CARES Act Addendum. Except as otherwise provided in this CARES Act Amendment, terms defined in the Plan will have the same meaning in this CARES Act Amendment. The Article headings Articles 1 (CARES Act Distribution), 2 (CARES Act Loans), and 3 (Modification of Minimum Distribution Rules for 2020) and references to those Articles and their Subarticles are references for this CARES Act Amendment only and do not relate to the Basic Plan Document’s numbering and references.

Article 1. CARES Act Distribution. The following is added as a new section, Section 10.10, at the end of Article 10, In-Service Withdrawals, of the Basic Plan Document.

10.10. CARES Act Distributions. Unless provided otherwise in the Adoption Agreement (as amended by the CARES Act Addendum), the Plan allows a Participant who is a Qualified Individual to take a CARES Act Distribution from any vested balances in all sub-accounts where available, except for assets transferred from a money purchase pension plan.

(a) “CARES Act Distribution” is a distribution made from an eligible retirement plan, as defined under section 402(c)(8)(B) of the Code, on or after January 1, 2020, and before December 31, 2020, to a Qualified Individual. The aggregate amount of distributions received by a Qualified Individual that may be treated as a CARES Act Distribution cannot exceed $100,000. Notwithstanding this limit, for the Plan, a CARES Act distribution, when aggregated with all other CARES Act Distributions the Qualified Individual made under the Plan (and under any other plan maintained by the Employer or a Related Employer), cannot exceed $100,000. The Administrator may rely on a Participant’s certification that the Participant satisfies a condition to be a Qualified Individual unless the Administrator has actual knowledge to the contrary. A CARES Act Distribution must be made in accordance with and pursuant to the distribution provisions of the Plan, except that:

(1) Any CARES Act Distribution of amounts attributable to eligible Participant’s Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions Accounts shall be deemed to be made after the occurrence of any distributable events otherwise applicable under Code section 401(k)(2)(B)(i), such as termination of employment (and shall be deemed permissible under Section 12.01);

(2) The requirements of Code sections 401(a)(31), 402(f) and 3405 and Section 13.04 shall not apply;

(3) Restrictions based on the Participant’s age and/or length of Plan participation, or how long Nonelective and/or Matching Employer Contributions have been held in the Plan, do not apply;


Pre-Approved Defined Contribution Plan – 09/29/2022		Basic Plan Document 17

(4) Restrictions applicable to terminated Participants not allowing for partial distributions do not apply. Terminated Participants may take partial distributions of their Account as a CARES Act Distribution.

(b) “Qualified Individual” is defined in section 2202(a)(4)(A)(ii) of the CARES Act and Section 1B of Notice 2020-50.

(d) Recontribution of a CARES Act Distribution. An Eligible Employee who may make Rollover Contributions to the Plan, as specified in Section 1.09(a) of the Adoption Agreement, may recontribute any part of a CARES Act Distribution to the Plan if the Plan permits Rollover Contributions in Subsection 1.09(a) of the Adoption Agreement at the time of recontribution. Any such recontribution will be treated as having been made in a direct rollover to the Plan, provided the recontribution is made during the three-year period beginning on the day after the date on which the Eligible Employee received the CARES Act Distribution being recontributed and does not exceed the amount of the CARES Act Distributions to which the rollover relates. CARES Act Recontributions are available for CARES Act Distributions taken from the Plan or from another eligible retirement plan as defined under section 402(c)(8)(B) of the Code. Unless the Administrator has actual knowledge to the contrary, the Administrator may rely on the Eligible Employee’s certification that they satisfy the conditions to recontribute a CARES Act Distribution, in determining whether a distribution is a coronavirus-related distribution that is eligible for recontribution.

Article 2. CARES Act Loans

2.1. Limitation on Loan Amount. Section 9.05 of the Basic Plan Document is amended to add the following to the end of the section:

If so provided in the Plan’s loan procedures, for loans made to a Qualified Individual from the date described in the Adoption Agreement (as amended by the CARES Act Addendum) until September 22, 2020 (a “CARES Act Loan”), the dollar limit in (a) may be increased up to $100,000 (or such other amount as may be provided in the applicable Code provision) and the portion of the Account in (b) may be “all of the “participant’s” vested interest in his Account” instead of “one-half the present value of the “participant’s” vested interest in his Account.”

2.2. Level Amortization. Section 9.07 of the Basic Plan Document is amended to add the following to the end of the section:

A CARES Act Loan will include a loan repayment Deferment Period. For a CARES Act Loan, the “Deferment Period” begins on the date of the CARES Act Loan was made to the Participant and ends December 31, 2020. Interest will continue to accrue during the Deferment Period. The repayment amount of the re-amortized CARES Act Loan will reflect the outstanding principal balance of the CARES Act Loan and the accrued interest on the CARES Act Loan including the interest that accrued during the Deferment Period. The loan period will be extended by the length of the Deferment Period.

If so elected by the Employer in Section (c) of the CARES Act Addendum, Qualified Individuals are also permitted to delay the repayment of Participant loans outstanding on or after March 27, 2020 that are not a CARES Act Loan. For a loan that is not a CARES Act Loan, the “Deferment Period” begins on the date the Participant directs Fidelity to delay repayment and ends December 31, 2020, and interest continues to accrue during the Deferment Period. The repayment amount of the re-amortized loan will reflect the outstanding principal balance of the loan and the accrued interest on the loan including the interest that accrued during the Deferment Period.

2.3. Security. Section 9.08 of the Basic Plan Document is amended to add the following to the end of the section:

If so provided in the Plan’s loan procedures, a CARES Act Loan must be secured by the “participant’s” vested interest in his Account not to exceed 100 percent of such vested interest.


Pre-Approved Defined Contribution Plan – 09/29/2022		Basic Plan Document 17

Article 3. Modification of Minimum Distribution Rules for 2020

3.1. Except to the extent that the Employer, or its previous pre-approved plan provider, has amended the Plan prior to the end of the first plan year beginning on or after January 1, 2022 to provide otherwise and notwithstanding Section 13.03 of the Plan, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2020, but for the enactment of Code Section 401(a)(9)(I) (“2020 RMDs”), and who would have satisfied that requirement by receiving distributions specifically equal to the 2020 RMDs, will not receive those distributions for 2020 unless the Participant or Beneficiary chooses to receive such distributions.

3.2. Any Participant or Beneficiary who has elected a systematic withdrawal plan (“installments”) pursuant to Section 13.01 of the Plan to satisfy (in part or whole) a 2020 RMD is hereby permitted to elect to stop these installments.

3.3. For only those Participants and Beneficiaries who have made the election in Subarticle 3.2, there is hereby added to the Plan a partial withdrawal to allow such a Participant or Beneficiary to withdrawal any part of his or her Account prior to December 31, 2020.

3.4. Participants and Beneficiaries described in Subarticle 3.1 will be given the opportunity to elect to receive 2020 RMDs as described in the preceding sentences of this Article 3. However, a direct rollover will be offered as a payment option only for distributions that would be eligible rollover distributions in the absence of section 401(a)(9)(I) of the Code.

3.5. An Eligible Employee or Participant who may make Rollover Contributions to the Plan, as specified in Section 1.09(a) of the Adoption Agreement and 5.06 of the Basic Plan Document, may rollover any part of the 2020 RMD to the Plan if the Plan permits Rollover Contributions in Subsection 1.09(a) of the Adoption Agreement at the time of rollover. Notwithstanding any other part of the Plan, rollover of 2020 RMDs do not have to occur through a direct rollover if the amount was rolled over to the Trust (1) by August 31, 2020 for amounts originally distributed January 1, 2020 through July 2, 2020 or (2) by the 60th day after the distribution was originally distributed if the amount was originally distributed July 3, 2020 through December 31, 2020.

The Pre-Approved Plan Sponsor (Fidelity Management & Research Company) executed this Amendment by separate resolution on September 9, 2022.


Pre-Approved Defined Contribution Plan – 09/29/2022		Basic Plan Document 17

PRE-APPROVED

DEFINED CONTRIBUTION PLAN

(PROFIT SHARING/401(K) PLAN)

A FIDELITY PRE-APPROVED PLAN

Adoption Agreement No. 001

For use With

Fidelity Basic Plan Document No. 17

FMR LLC and its affiliates do not provide tax or legal advice. Nothing herein or in any attachments hereto should be construed, or relied upon, as tax or legal advice.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

TABLE OF CONTENTS


1.01	PLAN INFORMATION	1
1.02	EMPLOYER	3
1.03	TRUSTEE	3
1.04	COVERAGE	3
1.05	COMPENSATION	7
1.06	TESTING RULES	8
1.07	DEFERRAL CONTRIBUTIONS	9
1.08	EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)	12
1.09	ROLLOVER CONTRIBUTIONS	12
1.10	QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS	13
1.11	MATCHING EMPLOYER CONTRIBUTIONS	13
1.12	NONELECTIVE EMPLOYER CONTRIBUTIONS	19
1.13	EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS	22
1.14	RETIREMENT	22
1.15	DEFINITION OF DISABLED	23
1.16	VESTING	23
1.17	PREDECESSOR EMPLOYER SERVICE	24
1.18	PARTICIPANT LOANS	25
1.19	IN-SERVICE WITHDRAWALS	25
1.20	FORM OF DISTRIBUTIONS	27
1.21	TIMING OF DISTRIBUTIONS	28
1.22	TOP HEAVY STATUS	28
1.23	CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANS	29
1.24	INVESTMENT DIRECTION	29
1.25	ADDITIONAL PROVISIONS AND PROTECTED BENEFITS	29
1.26	SUPERSEDING PROVISIONS	30
1.27	RELIANCE ON OPINION LETTER	30
1.28	ELECTRONIC SIGNATURE AND RECORDS	30
1.29	PRE-APPROVED PLAN PROVIDER’S INFORMATION	30
EXECUTION PAGE		31
PARTICIPATING EMPLOYERS ADDENDUM		32
ELIGIBILITY, SERVICE AND VESTING ADDENDUM		33
COMPENSATION ADDENDUM		36
IN-SERVICE WITHDRAWALS ADDENDUM		38
FORMS OF PAYMENT ADDENDUM		39
FIDUCIARY ADDENDUM		40
ADDENDUM TO ADOPTION AGREEMENT		41
PRE-APPROVED DEFINED CONTRIBUTION PLAN		43
EFFECTIVE DATES FOR INTERIM LEGAL COMPLIANCE SNAP OFF ADDENDUM		45

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

ADOPTION AGREEMENT

ARTICLE 1

PROFIT SHARING/401(K) PLAN

1.01

PLAN INFORMATION

(a)

Name of Plan:

This is the Worthington Steel, Inc. 401(k) Retirement Savings Plan (the “Plan”)

(b)

Type of Plan:

(1)

☐

401(k) Only

(2)

☑

401(k) and Profit Sharing

(3)

☐

Profit Sharing Only

(c)

Fiduciary Structure:

(1)

Except to the extent elected otherwise below, the Employer shall be the Administrator in accordance with Article 19 of the Basic Plan Document and the Investment Fiduciary as defined in Section 2.01(ee).

(A)

☑

Name of Administrator (if not the Employer): 401(k) Plan Committee

(B)

☐

Name of Investment Fiduciary (if not the Administrator):

(C)

☐

Fiduciary duties shall be allocated as described on the Fiduciary Addendum.

(2)

☑

See Fiduciary Addendum for other applicable provisions.

(d)

Plan Year End (month/day): 12/31

(e)

Three Digit Plan Number: 001

(f)

Limitation Year (check one):

(1)

☐

Calendar Year

(2)

☑

Plan Year

(3)

☐

Other, (12-month period ending on the following date):

(g)

Plan Status:

(1)

Adoption Agreement Effective Date: 12/01/2023 (cannot be earlier than the later of (i) the first day of the current Plan Year or (ii) the effective date of the Plan)

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(2)

The Adoption Agreement Effective Date is:

(A)

☑

A new Plan Effective Date, except to the extent elected below. (Check (i), if applicable.)

(i)

☐

the Plan is an immediate continuation of a portion of a plan spun off from a larger plan that satisfied ADP and/or ACP testing using a safe harbor formula, such formula will continue without interruption under the Plan, and the Plan may satisfy ADP/ACP testing under the safe harbor for the first Plan Year of the Plan, unless the Employer makes a subsequent change. (Check one of the following):

(I)

☐

The Plan is a spin off from a plan maintained by an entity that was not a Related Employer of the Employer prior to the Effective Date.

(II)

☐

The Plan is a spin off from a plan maintained by an entity that was a Related Employer of the Employer prior to the Effective Date.

(B)

☐

An amendment Effective Date (check one):

(i)

☐

an amendment and restatement of this Basic Plan Document No. 17 and its Adoption Agreement previously executed by the Employer. With the execution of this restatement, the Trust Agreement formerly within Basic Plan Document No.17 is hereby removed to become a separate, independent Trust Agreement without altering the substance thereof.

(ii)

☐

a conversion to Basic Plan Document No. 17 and its Adoption Agreement.

The original effective date of the Plan: 12/01/2023

(3)

☐

Special Effective Dates. Certain provisions of the Plan shall be effective as of a date other than the date specified in Subsection 1.01(g)(1) above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the affected provisions and their Effective Dates.

(4)

☐

Plan Merger Effective Dates. Certain plan(s) were merged into the Plan on or after the date specified in Subsection 1.01(g)(1) above. Please complete the appropriate subsection(s) of the Plan Mergers Addendum.

(5)

☐

Frozen Plan. The Plan is currently frozen. While the Plan is frozen, the definition of Compensation for purposes of determining contributions under Section 5.02 of the Basic Plan Document shall not include compensation earned after the date the Plan is frozen. Plan assets will continue to be held on behalf of Participants and their Beneficiaries until distributed in accordance with the Plan terms. (If this provision is selected, it will override any conflicting provision selected in the Adoption Agreement.)(Choose one.)

(A)

☐

Contributions under the Plan are permanently discontinued. Accounts of all Employees shall be 100% vested without regard to any schedule selected in 1.16.

(B)

☐

Contributions under the Plan are temporarily suspended. The Employer contemplates that contributions will resume at a later date.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

Note: No contributions shall be made to the Plan with respect to Compensation earned after the date the Plan is frozen, nor shall any Rollover Contributions be made; however, loan repayments shall continue to be made until the loan obligation is satisfied. An Employee who is not already a Participant shall not become a Participant while the Plan is frozen.

1.02

EMPLOYER

(a)

Employer Name: Worthington Steel, Inc.

(1)

Employer’s Tax Identification Number: 92-2632000

(2)

Employer’s fiscal year end: 05/31

(b)

The term “Employer” includes the following participating employers (choose one):

(1)

☐

No other employers participate in the Plan.

(2)

☑

Certain other employers participate in the Plan. Please complete the Participating Employers Addendum.

1.03

TRUSTEE

(a)

Trustee: The individual(s) or entity designated as the Trustee under the Trust Agreement.

1.04

COVERAGE

All Employees who meet the conditions specified below shall be eligible to participate in the Plan:

(a)

Age Requirement (check one):

(1)

☐

no age requirement.

(2)

☑

must have attained age: 18 (not to exceed 21).

(3)

☐

See Eligibility, Service and Vesting Addendum for differing age requirements for different groups.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(b)

Eligibility Service Requirement(s) -

(1) Deferral
Contributions,
Employee
Contributions,
Qualified
Nonelective
Employer
Contributions

(2) Nonelective
Employer
Contributions
(other than Safe
Harbor Nonelective
Employer
Contributions)

(3) Matching
Employer
Contributions
(other than Safe
Harbor Matching
Employer
Contributions)

(4) Safe Harbor
Nonelective
Employer
Contributions

(5) Safe Harbor
Matching Employer
Contributions

N/A – not applicable – Plan does not offer this type of contribution or no Eligibility Service requirement applies

days of Eligibility Service requirement (no minimum Hours of Service). (Do not indicate more than 365 days in column (1), (4), or (5) or 730 days in any of the other columns.)

months of Eligibility Service requirement (no minimum Hours of Service). (Do not indicate more than 12 months in column (1), (4), or (5) or 24 months in any of the other columns.)

(not to exceed 12) months of Eligibility Service (at least (not to exceed an average of 83 1/3 hours per month or 1,000 hours per year) Hours of Service are required during the Eligibility Computation Period). (Regardless of the foregoing, an Employee who completes 1000 Hours of Service during an Eligibility Computation Period satisfies the eligibility service requirement at the close of that computation period.)

one year of Eligibility Service requirement (at least (not to exceed 1,000) Hours of Service are required during the Eligibility Computation Period).

two years of Eligibility Service requirement (at least (not to exceed 1,000) Hours of Service are required during the Eligibility Computation Period). (Select only for column (2) or (3).)

Note: If the Employer selects an Eligibility Service requirement of more than 365 days or 12 months or selects the two year Eligibility Service requirement, then (1) contributions subject to such Eligibility Service requirement must be 100% vested when made, and (2) if the Plan has selected either Safe Harbor Matching Employer Contributions in Option 1.11(a)(3) or Safe Harbor Formula in Option 1.12(a)(3), then only one year of Eligibility Service (with at least 1000 Hours of Service) may be required for such contributions.

Note: The Plan shall be disaggregated for testing pursuant to Section 6.09 of the Basic Plan Document if a more stringent eligibility requirement is elected in Subsection 1.04(a) or (b) either (1) with respect to Matching Employer Contributions and Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, is selected or (2) with respect to Nonelective Employer Contributions and Option 1.12(a)(3), 401(k) Safe Harbor Formula, is selected, than with respect to Deferral Contributions.

Note: If different eligibility requirements are selected for Deferral Contributions than for Employer Contributions and the Plan becomes a “top-heavy plan,” the Employer may need to make a minimum Employer Contribution on behalf of non-key Employees who have satisfied the eligibility requirements for Deferral Contributions and are employed on the last day of the Plan Year, but have not satisfied the eligibility requirements for Employer Contributions.


	(6)	☑	See Eligibility, Service and Vesting Addendum for differing eligibility service requirements for different groups.

	(7)	☐	Hours of Service Crediting. Hours of Service will be credited in accordance with the equivalency selected in the Eligibility, Service and Vesting Addendum rather than in accordance with the equivalency described in Subsection 2.01(cc) of the Basic Plan Document.

(c)	☐	Eligibility Computation Period - The Eligibility Computation Period will be as selected in the Eligibility, Service and Vesting Addendum rather than the anniversary period described in Subsection 2.01(p) of the Basic Plan Document.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(d)

Eligible Class of Employees:

(1)

Generally, the Employees eligible to participate in the Plan are (choose one):

(A)

☑

all Employees of the Employer.

(B)

☐

only Employees of the Employer who are covered by (choose one):

(i)

☐

any collective bargaining agreement with the Employer, provided that the agreement requires the employees to be included under the Plan.

(ii)

☐

the following collective bargaining agreement(s) with the Employer:

(2)

☑

Notwithstanding the selection in Subsection 1.04(d)(1) above, certain Employees of the Employer are excluded from participation in the Plan:

Note: Certain employees (e.g., residents of Puerto Rico) are excluded automatically pursuant to Subsection 2.01(r) of the Basic Plan Document, regardless of the Employer’s selection under this Subsection 1.04(d)(2).

(A)

☑

employees covered by a collective bargaining agreement, unless the agreement requires the employees to be included under the Plan. (Do not choose if Option 1.04(d)(1)(B) is selected above.)

(B)

☐

Highly Compensated Employees as defined in Subsection 2.01(bb) of the Basic Plan Document.

(C)

☐

Leased Employees as defined in Subsection 2.01(ff) of the Basic Plan Document.

(D)

☐

nonresident aliens who do not receive any earned income from the Employer which constitutes United States source income.

(E)

☐

other:

Note: The eligible group defined above must be a definitely determinable group and cannot be subject to the discretion of the Employer. In addition, the design of the classifications cannot be such that the only Non-Highly Compensated Employees benefiting under the Plan are those with the lowest compensation and/or the shortest periods of service and who may represent the minimum number of such employees necessary to satisfy coverage under Code Section 410(b).

(i)

☐

Notwithstanding the exclusion in Subsection 1.04(d)(2)(E) above, any Employee described below shall be part of the class of Employees eligible to participate in the Plan (i.e., an Eligible Employee) and enter the Plan on the Entry Date immediately following the end of the Eligibility Computation Period during which he first satisfies the following requirements: (I) has attained age 21 and (II) has completed at least 1,000 Hours of Service. This Subsection 1.04(d)(2)(E)(i) applies to the following Employees (Must choose if an exclusion in (E) above directly or indirectly imposes an age and/or service requirement for participation, for example by excluding part-time, seasonal or temporary employees):

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(F)

☐

The Plan previously contained a provision allowing employees to irrevocably elect out of the Plan. Notwithstanding any lack of exclusion provided in the above, all such employees have made that previous irrevocable election are excluded from participation in the Plan. The Administrator maintains the list of all such exclusions.

Note: Exclusion of employees may adversely affect the Plan’s satisfaction of the minimum coverage requirements, as provided in Code Section 410(b).

(e)

Entry Dates – The Entry Dates shall be as indicated below with respect to the applicable type(s) of contribution.

(1) Deferral
Contributions,
Employee
Contributions,
Qualified
Nonelective
Employer
Contributions

(2) Nonelective
Employer
Contributions (other
than Safe Harbor
Nonelective
Employer
Contributions)

(3) Matching
Employer
Contributions (other
than Safe Harbor
Matching Employer
Contributions)

(4) Safe Harbor
Nonelective
Employer
Contributions

(5) Safe Harbor
Matching
Employer
Contributions

(A)

N/A – not applicable – Plan does not offer this type of contribution

(B)

immediate upon meeting the eligibility requirements specified in Subsections 1.04(a) and 1.04(b)

(C)

the first day of each Plan Year and the first day of the seventh month of each Plan Year

(D)

the first day of each Plan Year and the first day of the fourth, seventh, and tenth months of each Plan Year

(E)

the first day of each month

(F)

the first day of each Plan Year (Do not select if there is an Eligibility Service requirement of more than six months in Subsection 1.04(b) for the type(s) of contribution or if there is an age requirement of more than 20 1/2 in Subsection 1.04(a) for the type(s) of contribution.)

(4)

☑

See Eligibility, Service and Vesting Addendum for differing entry dates for different groups.

Note: If another plan is merged into the Plan, the Plan may provide on the Plan Mergers Addendum that the Effective Date of the merger is also an Entry Date with respect to certain Employees.

(f)

Date of Initial Participation - An Eligible Employee shall become a Participant on the Entry Date coinciding with or immediately following the date such Eligible Employee completes the age and service requirement(s) in Subsections 1.04(a) and (b), if any, or in Subsection 1.04(d)(2)(E)(i), if applicable, except (check one):

(1)

☑

No exceptions.

(2)

☐

Eligible Employees employed on (insert date) shall become Participants on that date.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA


		(3)	☐	Eligible Employees who meet the age and service requirement(s) of Subsections 1.04(a) and (b) on (insert date) shall become Participants on that date.
1.05	COMPENSATION

	Compensation, as defined in Subsection 2.01(k) of the Basic Plan Document, shall be modified as provided below.

	(a)	*Compensation Base* - The base for the definition of Compensation described in Section 2.01(k), prior to making the additional adjustments described in subsections (b) and (c) below, shall be as follows:

		(1)	☑	A W-2 definition as described in 2.01(k)(1)(A).

		(2)	☐	A Code Section 3401(a) wages definition as described in 2.01(k)(1)(B).

		(3)	☐	A Code Section 415 definition as described in 2.01(k)(1)(C).

	(b)	*Additional Alterations* - For all purposes except as noted below (and as found in Sections 6.01 and 15.03 of the Basic Plan Document), Compensation as selected above shall be adjusted by excluding all of the following (or making the specific adjustments described on the Compensation Addendum if Option (10) is selected):

		(1)	☐	Reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, all deferred compensation, and welfare benefits.

		(2)	☐	Differential Wages (as defined in Section 2.01(k)(2)(B)(i)).

		(3)	☐	Unused leave (as described in Section 2.01(k)(2)(B)(ii)(II)).

		(4)	☐	Overtime pay.

		(5)	☐	Bonuses.

		(6)	☐	Commissions.

		(7)	☐	The value of restricted stock or of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee’s taxable income.

		(8)	☐	Severance pay received prior to termination of employment. (Severance pay for this purpose would be amounts other than those described in Section 2.01(k)(2)(B)(ii) and any such amounts received following severance from employment would always be excluded.)

		(9)	☐	Amounts paid to, or on behalf of, the Employee to reduce or offset student loan repayment obligations.

		(10)	☑	The Plan has other alterations to the definition of Compensation which cannot be captured solely by the above exclusions. All alterations to the definition of Compensation will be found in the Compensation Addendum rather than this subsection.

		Note: Generally, if the Employer makes no selections or selects only options (1), (2) and/or (3) above, Compensation will not be required to be tested to show that it meets the requirements of Code Section 414(s) and it will be deemed an acceptable definition of Compensation for 401(k) Safe Harbor Nonelective Employer Contributions. If the Employer selects any of options (4) – (9), then it must be determined that the type of Compensation excluded is irregular or additional based on all the relevant facts and

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

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	circumstances and must generally meet the following requirements: (1) for Nonelective Employer Contributions other than 401(k) Safe Harbor Nonelective Contributions, the Plan must either pass the requirements under Code Section 414(s) or must pass the general test under regulations issued under Code Section 401(a)(4); (2) for 401(k) Safe Harbor Nonelective Employer Contributions, Compensation must be tested to show that it meets the requirements of Code Section 414(s); (3) for Deferral Contributions and Safe Harbor Matching Employer Contributions, a Participant must be permitted to make Deferral Contributions under the Plan sufficient to receive the full 401(k) Safe Harbor Matching Employer Contribution, determined as a percentage of Compensation meeting the requirements of Code Section 414(s); (4) for Matching Employer Contributions (other than 401(k) Safe Harbor Matching Employer Contributions), Compensation for purposes of applying the limitations on Matching Employer Contributions described in Section 6.10 of the Basic Plan Document (for deemed satisfaction of the “ACP” test) must be tested to show that it meets the requirements of Code Section 414(s). Unless elected otherwise above or in the Compensation Addendum, Compensation will include amounts described in Section 2.01(k)(2)(A) and (B) of the Basic Plan Document and exclude deemed Code Section 125 compensation. If the Plan is determined to be top heavy (in accordance with Option 1.22 and Article 15 of the Basic Plan Document), then contributions made pursuant to Section 15.03 of the Basic Plan Document will be based on Compensation without the above chosen exclusions.

(c)	*Compensation for the First Year of Participation* - Contributions for the Plan Year in which an Employee first becomes a Participant shall be determined based on the Employee’s Compensation as provided below.

	(1)	☐	Compensation for the entire Plan Year. (Complete (A) below, if applicable. If (A) is not selected, the amount of any Nonelective Employer Contribution for a Plan’s initial Plan Year will be determined in accordance with this subsection 1.05(c)(1) using only Compensation from the original effective date of the Plan through the end of the initial Plan Year.)

		(A)	☐	Short Initial Plan Year: For purposes of determining the amount of Nonelective Employer Contributions, other than 401(k) Safe Harbor Nonelective Employer Contributions, Compensation for the 12-month period ending on the last day of the initial Plan Year shall be used.

	(2)	☑	Only Compensation for the portion of the Plan Year in which the Employee is eligible to participate in the Plan. (Complete (A) below, if applicable. If (A) is not selected, the amount of any Nonelective Employer Contribution for a Plan’s initial Plan Year will be determined in accordance with this subsection 1.05(c)(2) using only Compensation from the original effective date of the Plan through the end of the initial Plan Year.)

		(A)	☑	Short Initial Plan Year: For purposes of determining the amount of Nonelective Employer Contributions, other than 401(k) Safe Harbor Nonelective Employer Contributions, for those Employees who become Active Participants on the original effective date of the Plan, Compensation for the 12-month period ending on the last day of the initial Plan Year shall be used. For all other Employees, only Compensation for the period in which they are eligible shall be used.

1.06	TESTING RULES

	(a)	*ADP/ACP Present Testing Method -* The testing method for purposes of applying the “ADP” and “ACP” tests described in Sections 6.03 and 6.06 of the Basic Plan Document shall be the (check one):

		(1)	☑	Current Year Testing Method - The “ADP” or “ACP” of Highly Compensated Employees for the Plan Year shall be compared to the “ADP” or “ACP” of Non-Highly Compensated Employees for the same Plan Year. (Must choose if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked.)

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		(2)	☐	Prior Year Testing Method - The “ADP” or “ACP” of Highly Compensated Employees for the Plan Year shall be compared to the “ADP” or “ACP” of Non-Highly Compensated Employees for the immediately preceding Plan Year.

		(3)	☐	Not applicable. (Only if Option 1.01(b)(3), Profit Sharing Only, is checked and Option 1.08(a)(1), Future Employee Contributions, and Option 1.11(a), Matching Employer Contributions, are not checked or Option 1.04(d)(2)(B), excluding all Highly Compensated Employees from the eligible class of Employees, is checked.)

		Note: Restrictions apply on elections to change testing methods.

	(b)	*First Year Testing Method -* If the first Plan Year that the Plan, other than a successor plan, permits Deferral Contributions or provides for either Employee or Matching Employer Contributions, occurs on or after the Effective Date specified in Subsection 1.01(g), the “ADP” and/or “ACP” test for such first Plan Year shall be applied using the actual “ADP” and/or “ACP” of Non-Highly Compensated Employees for such first Plan Year, unless otherwise provided below.

		(1)	☐	The “ADP” and/or “ACP” test for the first Plan Year that the Plan permits Deferral Contributions or provides for either Employee or Matching Employer Contributions shall be applied assuming a 3% “ADP” and/or “ACP” for Non-Highly Compensated Employees. (Do not choose unless Plan uses prior year testing method described in Subsection 1.06(a)(2).)

	(c)	*HCE Determinations: Look Back Year -* The look back year for purposes of determining which Employees are Highly Compensated Employees shall be the 12-consecutive-month period preceding the Plan Year, unless otherwise provided below.

		(1)	☐	Calendar Year Determination - The look back year shall be the calendar year beginning within the preceding Plan Year. (Do not choose if the Plan Year is the calendar year.)

	(d)	*HCE Determinations: Top Paid Group Election -* All Employees with Compensation exceeding the dollar amount specified in Code Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) (e.g., $115,000 for “determination years” beginning in 2013 and “look-back years” beginning in 2012) shall be considered Highly Compensated Employees, unless Top Paid Group Election below is checked.

		(1)	☐	Top Paid Group Election - Employees with Compensation exceeding the dollar amount specified in Code Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) shall be considered Highly Compensated Employees only if they are in the top paid group (the top 20% of Employees ranked by Compensation).

	Note: Plan provisions for Sections 1.06(c) and 1.06(d) must apply consistently to all retirement plans of the Employer for determination years that begin with or within the same calendar year

1.07	DEFERRAL CONTRIBUTIONS

	(a)	☑	*Deferral Contributions -* Participants may elect to have a portion of their Compensation contributed to the Plan on a before-tax basis pursuant to Code Section 401(k).

		(1)	Regular Contributions - The Employer shall make a Deferral Contribution in accordance with Section 5.03 of the Basic Plan Document on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the payroll period in question. Such Deferral Contribution shall not exceed the deferral limit below.

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(A)

The deferral limit is 90% (must be a whole number multiple of one percent) of Compensation.

(i)

☐

The following lower deferral limit applies to Highly Compensated Employees: _________%

Note: If Catch-Up Contributions are selected below, a Participant eligible to make Catch-Up Contributions shall (subject to the statutory limits in Treasury Regulation Section 1.414(v)- 1(b)(1)(i)) in any event be permitted to contribute in excess of the specified deferral limit up to 100% of the Participant’s “effectively available Compensation” (as defined in Section 5.03), unless elected otherwise in Option 1.07(a)(2).

(B)

☐

Instead of specifying a percentage of Compensation, a Participant’s salary reduction agreement may specify a dollar amount to be contributed each payroll period, provided such dollar amount does not exceed the maximum percentage of Compensation specified in Subsection 5.03(a) or in Subsection 1.07(a)(1)(A), as applicable, and is not less than the minimum percentage of Compensation specified in Subsection 1.07(a)(1)(E), if applicable.

(C)

A Participant may change, on a prospective basis, his salary reduction agreement (check one):

(i)

☑

as of the beginning of each payroll period.

(ii)

☐

as of the first day of each month.

(iii)

☐

as of each Entry Date. (Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(e).)

(iv)

☐

as of the first day of each calendar quarter.

(v)

☐

as of the first day of each Plan Year.

(vi)

☐

other. (Specify, but must be at least once per Plan Year)

Note: Notwithstanding the Employer’s election hereunder, if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked, the Plan provides that an Active Participant may change his salary reduction agreement for the Plan Year within a reasonable period (not fewer than 30 days) of receiving the notice described in Section 6.09 of the Basic Plan Document.

(D)

A Participant may revoke, on a prospective basis, a salary reduction agreement at any time upon proper notice to the Administrator, but in such case a new salary reduction agreement may not become effective until the time selected in 1.07(a)(1)(C), unless one of the below options is selected. (Check one if applicable):

(i)

☐

the beginning of the next payroll period.

(ii)

☐

the first day of the next month.

(iii)

☐

the next Entry Date. (Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(e).)

(iv)

☐

as of the first day of each calendar quarter.

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(v)

☐

as of the first day of each Plan Year.

(vi)

☐

other. (Specify, but must be at least once per Plan Year)

(E)

☐

The minimum Deferral Contribution is _________% of Compensation.

Note: The ability to make Deferral Contributions is a benefit, right or feature subject to discrimination testing under Code Section 401(a)(4). If a minimum percentage is specified above, it should be reviewed to be sure that under the facts and circumstances of the Plan, Deferral Contributions are effectively available to Employees who are not Highly Compensated Employees.

(2)

☑

Catch-Up Contributions - The following deferral limit applies to Participants eligible to make Catch-Up Contributions: 90% (cannot be less than 75% and must be a whole number multiple of one percent) of Compensation. The following Participants who have attained or are expected to attain age 50 before the close of the taxable year will be permitted to make Catch-Up Contributions to the Plan, as described in Subsection 5.03(a):

(A)

☑

All such Participants.

(B)

☐

All such Participants except those covered by a collective-bargaining agreement under which retirement benefits were a subject of good faith bargaining unless the bargaining agreement specifically provides for Catch-Up Contributions to be made on behalf of such Participants.

Note: The Employer must not select Option 1.07(a)(2) above unless all applicable plans (as defined in Code Section 414(v)(6)(A), other than any plan that is qualified under Puerto Rican law or that covers only employees who are covered by a collective bargaining agreement under which retirement benefits were a subject of good faith bargaining) maintained by the Employer and by any other employer that is treated as a single employer with the Employer under Code Section 414(b), (c), (m), or (o) also permit Catch-Up Contributions in the same dollar amount.

(3)

☑

Roth 401(k) Contributions. Participants shall be permitted to irrevocably designate pursuant to Subsection 5.03(b) that a portion or all of the Deferral Contributions made under this Subsection 1.07(a) are Roth 401(k) Contributions that are includable in the Participant’s gross income at the time deferred.

(4)

☑

Automatic Enrollment Contributions. Unless they affirmatively elect otherwise, certain Eligible Employees will have their Compensation reduced in accordance with the provisions of Subsection 5.03(c) (an “Automatic Enrollment Contribution”), the Administrator’s separate procedures described therein, and the following, if applicable:

(A)

☐

A qualified automatic contribution arrangement described in Code Section 401(k)(13) (“QACA”) has been adopted. (Select Option 1.11(a)(3) or 1.12(a)(3).) See Automatic Enrollment Addendum.

(B)

☐

An eligible automatic enrollment arrangement described in Code Section 414(w) (“EACA”) has been adopted. See Automatic Enrollment Addendum.

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1.08

EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

(a)

☐

Future Employee Contributions - Participants may make voluntary, non-deductible, after-tax Employee Contributions pursuant to Section 5.04 of the Basic Plan Document. The Employee Contribution made on behalf of an Active Participant each payroll period shall not exceed the contribution limit specified in Subsection 1.08(a)(1) below.

(1)

The contribution limit is _____% of Compensation.

(b)

☑

Frozen Employee Contributions - Participants may not currently make after-tax Employee Contributions to the Plan, but the Employer does maintain frozen Employee Contributions sub-accounts.

1.09

ROLLOVER CONTRIBUTIONS

(a)

☑

Rollover Contributions - Except as may be indicated below, Eligible Employees who have satisfied the age and Eligibility Service requirements specified in Subsections 1.04(a) and (b) may roll over any eligible rollover distribution as described in Section 5.06 of the Basic Plan Document.

(1)

☑

Expanded Rollover Eligibility – The following Employees and/or Participants are also eligible to make Rollover Contributions to the Plan:

(A)

☑

Eligible Employees who have not yet satisfied the age and Eligibility Service requirements specified in Subsections 1.04(a) and (b).

(B)

☐

Inactive Participants who have not terminated employment.

(C)

☐

All Inactive Participants.

(2)

☑

The Plan will not accept rollovers of after-tax employee contributions.

(3)

☐

The Plan will not accept rollovers of designated Roth contributions. (Must be selected if Roth 401(k) Contributions are not elected in Subsection 1.07(a)(3).)

(b)

☑

In-Plan Roth Rollover Contributions (Choose only if Roth 401(k) Contributions are selected in Option 1.07(a)(3) above) – Unless Option 1.09(b)(1) is selected below and in accordance with Section 5.06 of the Basic Plan Document, any Participant, spousal alternate payee or spousal Beneficiary may elect to have otherwise distributable portions of his Account, which are not part of an outstanding loan balance pursuant to Article 9 of the Basic Plan Document and are not “designated Roth contributions” under the Plan, be considered “designated Roth contributions” for purposes of the Plan.

(1)

☐

Only a Participant who is still employed by the Employer (or a spousal alternate payee or spousal Beneficiary of such a Participant) may elect to make such an in-plan Roth Rollover.

(c)

☑

In-Plan Roth Conversions. In accordance with Section 5.06 and as may be limited in (2) below, any Participant who is still employed by the Employer may elect to have any part of the below-listed portions of his Account, which is fully vested, not part of an outstanding loan balance pursuant to Article 9 of the Basic Plan Document, not currently distributable and not “designated Roth contributions” under the Plan, be considered “designated Roth contributions” for purposes of the Plan.

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(1)

The following sub-accounts are available to be converted: FlexSupplemental Pre-taxPrior Angus EE, Employee Deferral, Prior SH Contribution, QNEC, Nonelective—Safe Harbor, Prior Angus ERPR Dietrich ContributionPrior Procoil RetPR Dietrich Match, Match—Discretionary.

(2)

☐

A Participant may not make an In-Plan Roth Conversion more frequently than: ________.

1.10

QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS

(a)

Qualified Nonelective Employer Contributions - The Employer may contribute an amount which it designates as a Qualified Nonelective Employer Contribution for any permissible purpose, as provided in Section 5.07 of the Basic Plan Document. If Option 1.07(a) or 1.08(a)(1) is checked, except as provided in Section 5.07 of the Basic Plan Document or as otherwise provided below, Qualified Nonelective Employer Contributions shall be allocated to all Participants who were eligible to participate in the Plan at any time during the Plan Year and are Non-Highly Compensated Employees (except as may be modified in the Nonelective Employer Contributions Addendum with regard to prevailing wage contributions) in the ratio which each such Participant’s “testing compensation”, as defined in Subsection 6.01(s) of the Basic Plan Document, for the Plan Year bears to the total of all such Participants’ “testing compensation” for the Plan Year.

(1)

☐

Qualified Nonelective Employer Contributions shall be allocated only among such Participants described above who are designated by the Employer as eligible to receive a Qualified Nonelective Employer Contribution for the Plan Year. The amount of the Qualified Nonelective Employer Contribution allocated to each such Participant shall be as designated by the Employer, but not in excess of the “regulatory maximum.” The “regulatory maximum” means the amount prescribed in Treasury Regulation Section 1.401(k)-2 which is 5% (10% for Qualified Nonelective Contributions made in connection with the Employer’s obligation to pay prevailing wages) of the “testing compensation” for such Participant for the Plan Year. The “regulatory maximum” shall apply separately with respect to Qualified Nonelective Contributions to be included in the “ADP” test and Qualified Nonelective Contributions to be included in the “ACP” test. (Cannot be selected if the Employer has elected prior year testing in Subsection 1.06(a)(2).)

Note:

Each eligible Participant who is a Non-Highly Compensated Employee will be considered his own allocation group. The Employer shall notify the Plan Administrator of the amount allocable to each group.

1.11

MATCHING EMPLOYER CONTRIBUTIONS

(a)

☑

Matching Employer Contributions - The Employer shall make Matching Employer Contributions on behalf of each of its “eligible” Participants as provided in this Section 1.11. For purposes of this Section 1.11, an “eligible” Participant means any Participant who is an Active Participant during the Contribution Period and who satisfies the requirements of Subsection 1.11(e) or Section 1.13.

(1)

☐

Non-Discretionary Matching Employer Contributions - The Employer shall make a Matching Employer Contribution on behalf of each “eligible” Participant in an amount equal to the following percentage of the eligible contributions made by the “eligible” Participant during the Contribution Period (complete all that apply):

(A)

☐

Flat Percentage Match

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85045-1699927905AA

(i)

☐

__________% to all “eligible” Participants.

(ii)

☐

to certain “eligible” Participants as specified in the Matching Employer Contributions Addendum.

(B)

☐

Tiered Match:

(i)

☐

To all “eligible” Participants.

__________% of the first __________% of the “eligible” Participant’s Compensation contributed to the Plan,

__________% of the next __________% of the “eligible” Participant’s Compensation contributed to the Plan,

__________% of the next __________% of the “eligible” Participant’s Compensation contributed to the Plan.

(ii)

☐

To certain “eligible” Participants as specified in the Matching Employer Contributions Addendum.

Note: The group of “eligible” Participants benefiting under each match rate must satisfy the nondiscriminatory coverage requirements of Code Section 410(b) and the group to whom the match rate is effectively available must not substantially favor HCEs.

(C)

☐

See Matching Employer Contributions Addendum for age and/or service weighted allocation options or special allocations for collectively bargained Employees.

(D)

☐

Limit on Non-Discretionary Matching Employer Contributions (check the appropriate box(es)):

(i)

☐

Contributions in excess of __________% of the “eligible” Participant’s Compensation for the Contribution Period shall not be considered for non-discretionary Matching Employer Contributions.

(ii)

☐

Matching Employer Contributions for each “eligible” Participant for each Plan Year shall be limited to $__________.

(2)

☑

Discretionary Matching Employer Contributions - The Employer may make a discretionary Matching Employer Contribution on behalf of “eligible” Participants, or a designated group of “eligible” Participants, in accordance with Section 5.08 of the Basic Plan Document. An “eligible” Participant’s allocable share of the discretionary Matching Employer Contribution shall be a percentage of the eligible contributions made by the “eligible” Participant during the Contribution Period. The Employer may limit the eligible contributions taken into account under the allocation formula to contributions up to a specified percentage of Compensation or dollar amount or may provide for Matching Employer Contributions to be made in a different ratio for eligible contributions above and below a specified percentage of Compensation or dollar amount. The Matching Employer Contribution is allocated among “eligible” Participants so that each “eligible” Participant receives a rate or amount (which may be zero) that is identical to the rate or amount received by all other “eligible” Participants (or designated group of “eligible” Participants, if applicable) as determined by the Employer on or before the due date of the Employer’s tax return for the year of allocation.

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PS Plan

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Note: If the Matching Employer Contribution made in accordance with this Subsection 1.11(a)(2) matches different percentages of contributions for different groups of “eligible” Participants, the group of “eligible” Participants benefiting under each match rate must satisfy the nondiscriminatory coverage requirements of Code Section 410(b) and the group to whom the match rate is effectively available must not substantially favor HCEs. Each group of “eligible” Participants must also be clearly defined in a manner which will not violate the definite predetermined allocation formula requirement Section 1.401-l(b)(l)(ii) of Treasury Regulations. The Employer must notify the Trustee in writing of the amount of such Matching Employer Contributions being given to each such group.

Note: If the Matching Employer Contribution made in accordance with this Subsection 1.11(a)(2) is made to Participants who are receiving 401(k) Safe Harbor Nonelective Employer Contributions or 401(k) Safe Harbor Matching Contributions, in order to satisfy the safe harbor contribution requirement for the “ACP” Test, the dollar amount of the discretionary Matching Employer Contribution made on an “eligible” Participant’s behalf for the Plan Year may not exceed 4% of the “eligible” Participant’s Compensation for the Plan Year.

(3)

☐

401(k) Safe Harbor Matching Employer Contributions - If the Employer elects one of the safe harbor formula Options in (A), (B), or (C) below and complies with Sections 6.09 and 6.10 of the Basic Plan Document, the Plan (or portion of the Plan if (D) is selected) or if the Employer elects more restrictive age, service or Entry Date requirements for Safe Harbor Matching Employer Contributions than for Deferral Contributions) shall be deemed to satisfy the “ADP” test and, under certain circumstances, the “ACP” test. If the Employer selects (A) or (B) and does not elect Option 1.11(b), Additional Matching Employer Contributions, Matching Employer Contributions will automatically meet the safe harbor contribution requirements for deemed satisfaction of the “ACP” test. (Employee Contributions must still be tested.) 401(k) Safe Harbor Matching Employer Contributions will be made on behalf of all “eligible” Participants, unless (D) is selected below. (Choose (A), (B), or (C) below and, if applicable (D)).

(A)

☐

100% of the first 3% of the “eligible” Participant’s Compensation contributed to the Plan and 50% of the next 2% of the “eligible” Participant’s Compensation contributed to the Plan.

(B)

☐

100% of the first 1% of the “eligible” Participant’s Compensation contributed to the Plan and 50% of the next 5% of the “eligible” Participant’s Compensation contributed to the Plan. (Allowable only if Employer has selected 1.07(a)(4)(A) (QACA)).

(C)

☐

Enhanced Match:

______% of the first _____% of the “eligible” Participant’s Compensation contributed to the Plan,

______% of the next _____% of the “eligible” Participant’s Compensation contributed to the Plan,

______% of the next ______% of the “eligible” Participant’s Compensation contributed to the Plan.

(D)

☐

Allocation of Safe Harbor Matching Employer Contributions will only be made to certain “eligible” Participants in the amounts specified on the Matching Employer Contributions Addendum.

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PS Plan

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Note: To satisfy the 401(k) safe harbor contribution requirement for the “ADP” test, the percentages specified in Option (C) above for Matching Employer Contributions may not increase as the percentage of Compensation contributed increases, and the aggregate amount of Matching Employer Contributions at such rates must at least equal the aggregate amount of Matching Employer Contributions which would be made under the percentages described in Subsections (A) or (B), as applicable.

Note: To satisfy the safe harbor contribution requirement for the “ACP” test, the Deferral Contributions and/or Employee Contributions matched cannot exceed 6% of an “eligible” Participant’s Compensation.

(b)

☐

Additional Matching Employer Contributions - The Employer may at Plan Year end make an additional Matching Employer Contribution on behalf of “eligible” Participants, or a designated group of “eligible” Participants, in accordance with the provisions of Section 5.08 of the Basic Plan Document describing discretionary Matching Employer Contributions. An “eligible” Participant’s allocable share of the additional Matching Employer Contribution shall be a percentage of the eligible contributions made by the “eligible” Participant during the Plan Year. The additional Matching Employer Contribution may be limited to match only contributions up to a specified percentage of Compensation or dollar amount or may provide for the additional Matching Employer Contributions to be made in a different ratio for eligible contributions above and below a specified percentage of Compensation or dollar amount. The additional Matching Employer Contribution is allocated among “eligible” Participants so that each “eligible” Participant receives a rate or amount (which may be zero) that is identical to the rate or amount received by all other “eligible” Participants (or designated group of “eligible” Participants, if applicable) as determined by the Employer on or before the due date of the Employer’s tax return for the year of allocation.

Note: If the additional Matching Employer Contribution made in accordance with this Subsection 1.11(b) matches different percentages of contributions for different groups of “eligible” Participants, the group of “eligible” Participants benefiting under each match rate must satisfy the nondiscriminatory coverage requirements of Code Section 410(b) and the group to whom the match rate is effectively available must not substantially favor HCEs. Each group of “eligible” Participants must also be clearly defined in a manner which will not violate the definite predetermined allocation formula requirement Section 1.401-l(b)(l)(ii) of Treasury Regulations. The Employer must notify the Trustee in writing of the amount of such Matching Employer Contributions being given to each such group.

Note: If the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, above and wants to be deemed to have satisfied the “ADP” test, the additional Matching Employer Contribution must meet the requirements of Section 6.09 of the Basic Plan Document. In addition to the foregoing requirements, if the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective Employer Contributions, and wants to be deemed to have satisfied the “ACP” test with respect to Matching Employer Contributions for the Plan Year, the eligible contributions matched may not exceed the limitations in Section 6.10 of the Basic Plan Document.

(c)

Contributions Matched - The Employer matches the following contributions (check appropriate box(es)):

(1)

Deferral Contributions - Deferral Contributions made to the Plan are matched at the rate specified in this Section 1.11. Catch-Up Contributions are not matched unless the Employer elects Option 1.11(c)(1)(A) below.

(A)

☑

Catch-Up Contributions made to the Plan pursuant to Subsection 1.07(a)(4) are matched at the rates specified in this Section 1.11.

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PS Plan

85045-1699927905AA

Note: Notwithstanding the above, if the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, Deferral Contributions shall be matched at the rate specified therein without regard to whether they are Catch-Up Contributions.

(d)

Contribution Period for Matching Employer Contributions - The Contribution Period for purposes of calculating the amount of Matching Employer Contributions is:

(1)

☐

each calendar month.

(2)

☐

each Plan Year quarter.

(3)

☑

each Plan Year.

(4)

☐

each payroll period.

(5)

☐

The Employer shall determine the Contribution Period for calculation of any discretionary Matching Employer Contributions elected pursuant to Option 1.11(a)(2) above at the time that the matching contribution formula is determined.

The Contribution Period for additional Matching Employer Contributions described in Subsection 1.11(b) is the Plan Year.

Note: If Option (5) is selected, one of the other options must be selected to apply to any non-discretionary Matching Employer Contributions. If Option (5) is not selected, the Employer may amend at any time to change the option chosen with regard to discretionary Matching Employer Contributions.

Note: If Option (1), (2) or (3) is selected above and Matching Employer Contributions are made more frequently than for the Contribution Period selected above, the Employer must calculate the Matching Employer Contribution required with respect to the full Contribution Period, taking into account the “eligible” Participant’s contributions and Compensation for the full Contribution Period, and contribute any additional Matching Employer Contributions necessary to “true up” the Matching Employer Contribution so that the full Matching Employer Contribution is made for the Contribution Period.

(e)

Continuing Eligibility Requirement(s) - A Participant who is an Active Participant during a Contribution Period and makes eligible contributions during the Contribution Period shall only be entitled to receive Matching Employer Contributions under Section 1.11 for that Contribution Period if the Participant satisfies the following requirement(s) (Check the appropriate box(es). Options (3), (4), (8), (9), and (10) may not be elected in any combination; Option (5) may not be elected with Options (2) through (4) or Options (8) through (10)):

(1)

☑

No requirements.

(2)

☐

Is employed by the Employer or a Related Employer on the last day of the Contribution Period.

(3)

☐

Earns at least 501 Hours of Service during the Plan Year. (Only if the Contribution Period is the Plan Year.)

(4)

☐

Earns at least (not to exceed 1,000) Hours of Service during the Plan Year. (Only if the Contribution Period is the Plan Year.)

(5)

☐

Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the Plan Year. (Only if the Contribution Period is the Plan Year.)

(6)

☐

Is not a Highly Compensated Employee for the Plan Year.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(7)

☐

Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership.

(8)

☐

Is employed by the Employer or a Related Employer on the last day of the Employer’s fiscal year.

(9)

☐

Is employed by the Employer or a Related Employer on the date the Matching Employer Contribution allocation is declared.

(10)

☐

Is employed by the Employer or a Related Employer on the date the Matching Employer Contribution is made.

(11)

☐

Special continuing eligibility requirement(s) for additional Matching Employer Contributions or “true up” Matching Employer Contributions.

(A)

☐

The continuing eligibility requirement(s) for additional Matching Employer Contributions selected in Option 1.11(b) is/are:

(B)

☐

The continuing eligibility requirement(s) for “true up” Matching Employer Contributions described in Section 1.11(d) is/are:

(For each blank above, fill in number of applicable eligibility requirement(s) from above, including the number of Hours of Service if Option (4) has been selected. Options (2) through (5), and (7), through (10) may not be elected with respect to additional Matching Employer Contributions if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, is checked or if Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked and the Employer intends to satisfy the Code Section 401(m)(11) safe harbor with respect to Matching Employer Contributions.)

Note: Except when added in conjunction with the addition of a new Matching Employer Contribution, if Option (2) through (5) or (8) through (10) is adopted during a Contribution Period, such Option shall not become effective until the first day of the next Contribution Period. Matching Employer Contributions attributable to the Contribution Period that are allocated to Participant Accounts during the Contribution Period shall not be subject to the eligibility requirements of Option (2) through (5) or (7) through (10). If Option (2) through (5) or (7) through (10) is elected with respect to any Matching Employer Contributions and if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, is also elected, the Plan will not be deemed to satisfy the “ACP” test in accordance with Section 6.10 of the Basic Plan Document and will have to pass the “ACP” test each year.

(f)

☐

Qualified Matching Employer Contributions - Prior to making any Matching Employer Contribution hereunder (other than a 401(k) Safe Harbor Matching Employer Contribution), the Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching Employer Contribution that may be used to satisfy the “ADP” test on Deferral Contributions and excluded in applying the “ACP” test on Employee and Matching Employer Contributions. Unless the additional eligibility requirement is selected below, Qualified Matching Employer Contributions shall be allocated to all Participants who were Active Participants during the Contribution Period and who meet the continuing eligibility requirement(s) described in Subsection 1.11(e) above for the type of Matching Employer Contribution being characterized as a Qualified Matching Employer Contribution.

(1)

☐

To receive an allocation of Qualified Matching Employer Contributions a Participant must also be a Non-Highly Compensated Employee for the Plan Year.

Note: Qualified Matching Employer Contributions may not be excluded in applying the “ACP” test for a Plan Year if the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective Employer Contributions, and the “ADP” test is deemed satisfied under Section 6.09 of the Basic Plan Document for such Plan Year.

1.12

NONELECTIVE EMPLOYER CONTRIBUTIONS

If (a) or (b) is elected below, the Employer may make Nonelective Employer Contributions on behalf of each of its “eligible” Participants in accordance with the provisions of this Section 1.12. Except as otherwise defined in this Adoption Agreement pertaining to Nonelective Employer Contributions, for purposes of this Section 1.12, an “eligible” Participant means a Participant who is an Active Participant during the Contribution Period and who satisfies the requirements of Subsection 1.12(d) or Section 1.13.

Note: An Employer may elect both a fixed formula and a discretionary formula. If both are selected, the discretionary formula shall be treated as an additional Nonelective Employer Contribution and allocated separately in accordance with the allocation formula selected by the Employer.

(a)

☑

Fixed Formula:

(1)

☐

Fixed Percentage Employer Contribution - For each Contribution Period, the Employer shall contribute for each “eligible” Participant a percentage of such “eligible” Participant’s Compensation equal to:

(A)

☐

% (not to exceed 25%) to all “eligible” Participants.

(B)

☐

To “eligible” employees indicated in the Nonelective Employer Contributions Addendum.

Note: The allocation formula in Option 1.12(a)(1)(A) above generally satisfies a design-based safe harbor pursuant to the regulations under Code Section 401(a)(4).

(2)

☐

Fixed Flat Dollar Employer Contribution - The Employer shall contribute for each “eligible” Participant an amount equal to:

(A)

☐

$ to all “eligible” Participants. (Complete (i) below).

(i)

The contribution amount is based on an “eligible” Participant’s service for the following period (check one of the following):

(I)

☐

Each paid hour.

(II)

☐

Each Plan Year.

(III)

☐

Other: (must be a period within the Plan Year that does not exceed one week and is uniform with respect to all “eligible” Participants).

(B)

☐

To “eligible” employees indicated in the Nonelective Employer Contributions Addendum.

Note: The allocation formula in Option 1.12(a)(2)(A) above generally satisfies a design-based safe harbor pursuant to the regulations under Code Section 401(a)(4).

(3)

☑

401(k) Safe Harbor Formula - If the Employer elects one of the safe harbor formula Options below and complies with Sections 6.09 and 6.10 of the Basic Plan Document, the Plan (or portion of the Plan if (C) is selected or if the Employer elects more restrictive age, service or Entry Date requirements for Safe Harbor Nonelective Employer Contributions than for Deferral Contributions) shall be deemed to satisfy the “ADP” test

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

and, under certain circumstances, the “ACP” test (if the requirements of Section 6.10 of the Basic Plan Document are met with regard to Matching Deferral Contributions). 401(k) Safe Harbor Nonelective Employer Contributions shall be made on behalf of all “eligible” Participants, unless (C) is selected below.

(A)

☑

3% (must be at least 3% and not to exceed 25%) to all “eligible” Participants.

(B)

☐

As indicated on the Nonelective Employer Contributions Addendum as specified for particular Plan Years.

(C)

☐

Allocation of Safe Harbor Nonelective Employer Contributions will only be made to certain “eligible” Participants as specified in the Nonelective Employer Contributions Addendum.

(4)

☐

Other allocation formula(s) as specified in the Nonelective Employer Contributions Addendum, (e.g., integrated, group-based, prevailing wage or pursuant to a collective bargaining agreement).

(b)

☐

Discretionary Formula - The Employer may decide each Contribution Period whether to make a discretionary Nonelective Employer Contribution on behalf of “eligible” Participants in accordance with Section 5.10 of the Basic Plan Document.

(1)

☐

Non-Integrated Allocation Formula - In the ratio that each “eligible” Participant’s Compensation bears to the total Compensation paid to all “eligible” Participants for the Contribution Period.

Note: The allocation formula in Option 1.12(b)(1) above generally satisfies a design-based safe harbor pursuant to the regulations under Code Section 401(a)(4).

(2)

☐

Integrated Allocation Formula - As (1) a percentage of each “eligible” Participant’s Compensation plus (2) a percentage of each “eligible” Participant’s Compensation in excess of the “integration level” as defined below. The percentage of Compensation in excess of the “integration level” shall be equal to the lesser of the percentage of the “eligible” Participant’s Compensation allocated under (1) above or the “permitted disparity limit” as defined below.

Note: An Employer that has elected Option 1.12(a)(3), 401(k) Safe Harbor Formula, may not take Nonelective Employer Contributions made to satisfy the 401(k) safe harbor into account in applying the integrated allocation formula described above.

(A)

“Integration level” means the Social Security taxable wage base for the Plan Year, unless the Employer elects a lesser amount in (i) or (ii) below.

(i)

% (not to exceed 100%) of the Social Security taxable wage base for the Plan Year, or

(ii)

$ (not to exceed the Social Security taxable wage base).

(B)

“Permitted disparity limit” means the percentage provided by the following table:


The “Integration Level” is % of the Taxable Wage Base		The “Permitted Disparity Limit” is
20% or less		5.7%
More than 20%, but not more than 80%		4.3%
More than 80%, but less than 100%		5.4%
100%		5.7%

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(C)

The Social Security taxable wage base is the contribution and benefit base in effect under Section 230 of the Social Security Act at the beginning of the Plan Year.

Note: The allocation formula in Option 1.12(b)(2) above generally satisfies a design-based safe harbor pursuant to the regulations under Code Section 401(a)(4).

Note: An Employer who maintains any other plan that provides for or imputes Social Security Integration (permitted disparity) may not elect Option 1.12(b)(2).

(3)

☐

Other allocation formula(s) as specified in the Nonelective Employer Contributions Addendum, (e.g., group-based, conditional points or flat-dollar).

(c)

Contribution Period for Nonelective Employer Contributions - The Contribution Period for purposes of calculating the amount of Nonelective Employer Contributions is the Plan Year, unless the Employer elects another Contribution Period below. Regardless of any selection made below, the Contribution Period for 401(k) Safe Harbor Nonelective Employer Contributions under Option 1.12(a)(3) or Nonelective Employer Contributions allocated under an integrated formula selected under Option 1.12(b)(2) or allocated pursuant to the Prevailing Wage Contribution provided in the Nonelective Employer Contributions Addendum is the Plan Year.

(1)

☐

each calendar month.

(2)

☐

each Plan Year quarter.

(3)

☐

each payroll period.

Note: If Nonelective Employer Contributions are made more frequently than for the Contribution Period selected above, the Employer must calculate the Nonelective Employer Contribution required with respect to the full Contribution Period, taking into account the “eligible” Participant’s Compensation for the full Contribution Period, and contribute any additional Nonelective Employer Contributions necessary to “true up” the Nonelective Employer Contribution so that the full Nonelective Employer Contribution is made for the Contribution Period.

(d)

Continuing Eligibility Requirement(s) - A Participant shall only be entitled to receive Nonelective Employer Contributions for a Plan Year under this Section 1.12 if the Participant is an Active Participant during the Plan Year and satisfies the following requirement(s) (Check the appropriate box(es)—Options (3) and (4) may not be elected together; Option (5) may not be elected with Options (2) through (4) or Options (8) through (10); Options (2) through (5) and (7) through (10) may not be elected if the only Nonelective Employer Contribution selected is the fixed formula in Option 1.12(a)(3), 401(k) Safe Harbor Formula, and will not apply to the 401(k) Safe Harbor Formula if other allocation options have also been selected):

(1)

☑

No requirements.

(2)

☐

Is employed by the Employer or a Related Employer on the last day of the Contribution Period.

(3)

☐

Earns at least 501 Hours of Service during the Plan Year. (Only if the Contribution Period is the Plan Year.)

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(4)

☐

Earns at least (not to exceed 1,000) Hours of Service during the Plan Year. (Only if the Contribution Period is the Plan Year.)

(5)

☐

(6)

☐

Is not a Highly Compensated Employee for the Plan Year.

(7)

☐

Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership.

(8)

☐

Is employed by the Employer or a Related Employer on the last day of the Employer’s fiscal year.

(9)

☐

Is employed by the Employer or a Related Employer on the date the Nonelective Employer Contribution allocation is declared.

(10)

☐

Is employed by the Employer or a Related Employer on the date the Nonelective Employer Contribution is made.

(11)

☐

Special continuing eligibility requirement(s) for discretionary Nonelective Employer Contributions. (Only if both Options 1.12(a) and (b) are checked.)

(A)

The continuing eligibility requirement(s) for discretionary Nonelective Employer Contributions is/are: (Fill in number of applicable eligibility requirement(s) from above, including the number of Hours of Service if Option (4) has been selected.)

Note: Except when added in conjunction with the addition of a new Nonelective Employer Contribution, if Option (2) through (5) or (8) through (10) is adopted during a Contribution Period, such Option shall not become effective until the first day of the next Contribution Period. Nonelective Employer Contributions attributable to the Contribution Period that are allocated to Participant Accounts during the Contribution Period shall not be subject to the eligibility requirements of Option (2) through (5) or (8) through (10).

1.13

EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

(a)

☐

Death, Disability, and Retirement Exceptions - All Participants who become disabled, as defined in Section 1.15, retire, as provided in Subsection 1.14(a), (b), or (c), or die are excepted from any last day or Hours of Service requirement. For purposes of this Section, any Participant who dies while performing qualified military service as defined in Code Section 414(u)(5) will be excepted from any last day or Hours of Service requirement.

1.14

RETIREMENT

(a)

The Normal Retirement Age under the Plan is (check one):

(1)

☑

age 65.

(2)

☐

age (specify between 55 and 64).

(3)

☐

later of age (not less than 55 or greater than 65) or the (not to exceed 5th) anniversary of the Participant’s Employment Commencement Date.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(b)

☐

The Early Retirement Age is the date the Participant attains age and completes years of Vesting Service.

Note: If this Option is elected, Participants who are employed by the Employer or a Related Employer on the date they reach Early Retirement Age shall be 100% vested in their Accounts under the Plan.

(c)

☐

A Participant who becomes disabled, as defined in Section 1.15, is eligible for disability retirement.

Note: If this Option is elected, Participants who are employed by the Employer or a Related Employer on the date they become disabled shall be 100% vested in their Accounts under the Plan. Pursuant to Section 11.03 of the Basic Plan Document, a Participant is not considered to be disabled until he terminates his employment with the Employer.

1.15

DEFINITION OF DISABLED

A Participant is disabled if he/she meets any of the requirements selected below:

(a)

☐

The Participant is eligible for benefits under the Employer’s long-term disability plan.

(b)

☐

The Participant is eligible for Social Security disability benefits.

(c)

☐

The Participant is determined to be disabled by the Participant’s physician.

1.16

VESTING

A Participant’s vested interest in Matching Employer Contributions and/or Nonelective Employer Contributions, other than those described in Subsection 5.11(a) of the Basic Plan Document, shall be based upon his years of Vesting Service and the schedule selected in Subsection 1.16(c) below, except as provided in the Eligibility, Service and Vesting Addendum to the Adoption Agreement or as provided in Subsection 1.22(c).

(a)

When years of Vesting Service are determined, the elapsed time method shall be used.

(b)

☐

Years of Vesting Service shall exclude service prior to the Plan’s original effective date as listed in Subsection 1.01(g)(1) or Subsection 1.01(g)(2), as applicable.

(c)

Vesting Schedule(s)


(1) Nonelective Employer Contributions (check one):			(2) Matching Employer Contributions (check one):

(A)	☐	N/A - No Nonelective Employer Contributions	(A)	☐	N/A - No Matching Employer Contributions

(B)	☑	100% Vesting immediately	(B)	☑	100% Vesting immediately

(C)	☐	3 year cliff (see C below)	(C)	☐	3 year cliff (see C below)

(D)	☐	6 year graduated (see D below)	(D)	☐	6 year graduated (see D below)

(E)	☐	Other vesting (complete E1 below)	(E)	☐	Other vesting (complete E2 below)

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA


Years of Vesting Service	Applicable Vesting Schedule(s)
	C			D			E1			E2
0		0	%		0	%			%			%
1		0	%		0	%			%			%
2		0	%		20	%			%			%
3		100	%		40	%			%			%
4		100	%		60	%			%			%
5		100	%		80	%			%			%
6 or more		100	%		100	%		100	%		100	%

Note: A schedule elected under E1 or E2 above must be, at each year, at least as favorable as one of the schedules in C or D above. If the vesting schedule is amended, any such amendment must satisfy the requirements of section 16.04 of the Basic Plan Document.

Note: The amendment of the plan to add a Fixed Nonelective Employer Contribution, Discretionary Nonelective Employer Contribution, 401(k) Safe Harbor Nonelective Employer Contribution, Fixed Matching Employer Contribution, Discretionary Matching Employer Contribution, Additional Matching Employer Contribution, or 401(k) Safe Harbor Matching Employer Contribution and an attendant vesting schedule does not constitute an amendment to a vesting schedule under Section 1.16(e) below, unless a contribution source of the same type exists under the Plan on the effective date of such amendment. Any amendment to the vesting schedule of one such contribution source shall not require the amendment of the vesting schedule of any other such contribution source, notwithstanding the fact that one or more Participants may be subject to different vesting schedules for such different contribution sources.

(d)

☐

A vesting schedule or schedules different from the vesting schedule(s) selected above applies to certain Participants. See Eligibility, Service and Vesting Addendum to the Adoption Agreement.

(e)

If the Plan’s vesting schedule is amended and an Active Participant’s vested interest, as calculated by using the amended vesting schedule, is less in any year than the Active Participant’s vested interest calculated under the Plan’s vesting schedule immediately prior to the amendment, the amended vesting schedule shall apply only to Employees first hired on or after the effective date of the change in vesting schedule.

1.17

PREDECESSOR EMPLOYER SERVICE

(a)

☑

Section 3.05 of the Basic Plan Document requires service to be credited for purposes of eligibility under Subsection 1.04(b) and vesting under Subsection 1.16 in certain situations. Additionally, the Plan shall credit service for such purposes in the following situations):

(1)

☑

Service with the following employer(s) (for the employees and time periods described, if applicable):

Worthington Industries, Inc. and any participating Employer in the Worthington Industries, Inc. 401(k) Retirement Savings Plan as of the date of the spinoff

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(2)

☐

Additional grants of service of a more general nature (e.g., covering situations such as corporate actions or mergers). See Eligibility, Service and Vesting Addendum.

1.18

PARTICIPANT LOANS

(a)

☑

Participant loans are allowed in accordance with Article 9 of the Basic Plan Document. Except as otherwise provided below, if a Participant has an outstanding loan balance at the time his employment terminates, the entire outstanding principal and accrued interest shall be due and payable by the end of the cure period specified in the separate loan procedures. Notwithstanding the foregoing, if a Participant with an outstanding loan balance terminates employment with the Employer and all Related Employers in conjunction with a transfer of Employees and Employer assets to an entity unrelated to the Employer, such Participant may elect, within 90 days of such termination, to roll over the outstanding loan to an eligible retirement plan, as defined in Section 13.04 of the Basic Plan Document, that accepts such rollovers.

(1)

☑

If a Participant with an outstanding loan balance terminates employment with the Employer and all Related Employers, the outstanding principal and accrued interest on such loan shall not be immediately due and payable as provided in Section 9.11 of the Basic Plan Document. Instead, such loan shall continue to be payable in accordance with the provisions of the loan note and Article 9. Notwithstanding the foregoing, if a Participant dies, outstanding loan amounts are immediately due and payable as provided in Section 9.11.

1.19

IN-SERVICE WITHDRAWALS

Participants may make withdrawals prior to termination of employment under the following circumstances:

(a)

☑

Hardship Withdrawals - Hardship withdrawals shall be allowed in accordance with Section 10.05 of the Basic Plan Document, subject to a $500 minimum amount.

(1)

Hardship withdrawals will be permitted from:

(A)

☐

A Participant’s Deferral Contributions sub-account only.

(B)

☑

The sub-accounts specified in the In-Service Withdrawals Addendum to the Adoption Agreement.

Note: The Administrator may set a limit on the number of hardship withdrawals per year which shall be uniform and non-discriminatory with respect to all Participants.

(b)

☑

Age 59 1/2 - Participants shall be entitled to receive a distribution of all or any portion of the following sub-accounts upon attainment of age 59 1/2:

(1)

☐

Deferral Contributions sub-account.

(2)

☑

All vested sub-account balances.

(3)

☐

The sub-accounts specified in the In-Service Withdrawals Addendum.

(4)

☑

Special restrictions apply to such in-service withdrawals as described in the In-Service Withdrawals Addendum.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

(c)

Withdrawal of Employee Contributions, Rollover Contributions and certain other contributions

(1)

Unless otherwise provided below, Employee Contributions may be withdrawn in accordance with Section 10.02 of the Basic Plan Document at any time.

(A)

☐

Employees may not make withdrawals of Employee Contributions more frequently than:

(2)

Unless otherwise provided below, Rollover Contributions may be withdrawn in accordance with Section 10.03 of the Basic Plan Document at any time.

(A)

☐

Employees may not make withdrawals of Rollover Contributions more frequently than:

(3)

☑

Active Military Distribution (HEART Act) - Certain contributions restricted from distribution only due to Code Section 401(k)(2)(B)(i)(I) may be withdrawn by Participants performing military service in accordance with Section 10.01 of the Basic Plan Document at any time.

(d)

☑

Qualified Reservist Distribution - A Qualified Reservist Distribution shall be allowed in accordance with Section 10.08 of the Basic Plan Document.

(e)

☐

Age 62 Distribution of Money Purchase Benefits - A Participant who has attained at least age 62, shall be entitled to receive a distribution of all or any portion of the vested amounts attributable to benefit amounts accrued as a result of the Participant’s participation in a money purchase pension plan (due to a merger into this Plan of money purchase pension plan assets), if any. (Choose only if Option 1.20(d)(1) is selected.)

(f)

☐

Normal Retirement Age Distribution – A Participant who continues in employment after reaching Normal Retirement Age shall have a continuing right to elect to receive distribution of all or any portion of his Account in accordance with the provisions of Articles 12 and 13 of the Basic Plan Document.

(g)

☑

Additional In-Service Withdrawal Provisions - Benefits are payable as (check the appropriate box(es)):

(1)

☐

an in-service withdrawal of vested amounts attributable to Employer Contributions maintained in a Participant’s Account (check (A) and/or (B)):

(A)

☐

for at least (24 or more) months.

(i)

☐

Special restrictions apply to such in-service withdrawals, see the In- Service Withdrawals Addendum.

(B)

☐

after the Participant has at least 60 months of participation.

(i)

☐

Special restrictions apply to such in-service withdrawals, see the In- Service Withdrawals Addendum.

(2)

☑

another in-service withdrawal option that is permissible under the Code. Please complete the In-Service Withdrawals Addendum identifying the in-service withdrawal option(s).

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

Note: Any withdrawal indicated in this Section may be a “protected benefit” under Code Section 411(d)(6) which can be eliminated only to the extent permitted by applicable guidance.

1.20

FORM OF DISTRIBUTIONS

Subject to Section 13.01, 13.02 and Article 14 of the Basic Plan Document, distributions under the Plan shall be paid as provided below.

(a)

Lump Sum Payments - Lump sum payments are always available under the Plan and are the normal form of payment under the Plan except as modified in Subsection 1.20(d)(2) below.

(b)

☐

Installment Payments - Participants may elect distribution under a systematic withdrawal plan.

(c)

☐

Partial Withdrawals - A Participant whose employment has terminated and whose Account is distributable in accordance with the provisions of Article 12 of the Basic Plan Document may elect to withdraw any portion of his distributable vested interest in his Account in a lump sum or any other form of distribution provided in this Section, at any time.

(d)

☐

Annuities (Check if the Plan is retaining any annuity form(s) of payment.)

(1)

☐

An annuity form of payment is available under the Plan because the Plan either converted from or received a transfer of assets from a plan that was subject to the minimum funding requirements of Code Section 412 and therefore an annuity form of payment is a protected benefit under the Plan in accordance with Code Section 411(d)(6).

(2)

The normal form of payment under the Plan is (check (A) or (B)):

(A)

☐

Lump sum is the normal form of payment for:

(i)

☐

All Participants

(ii)

☐

All Participants except those Participants or Participant’s sub-accounts identified on the Forms of Payment Addendum.

(B)

☐

Life annuity is the normal form of payment for all Participants.

(3)

☐

The Plan offers at least one other form of annuity as specified in the Forms of Payment Addendum.

Note: A life annuity option will continue to be an available form of payment for any Participant who elected such life annuity payment before the effective date of its elimination.

(e)

Cash Outs and Implementation of Required Rollover Rule

(1)

☑

If the vested Account balance payable to an individual is less than or equal to the cash out limit utilized for such individual, such Account will be distributed in accordance with the provisions of Section 13.02 or 18.04 of the Basic Plan Document. The cash out limit is:

(A)

☐

$1,000.

(B)

☑

The dollar amount specified in Code Section 411(a)(11)(A) ($5,000 as of January 1, 2013). Any distribution greater than $1,000 that is made to a Participant without the Participant’s consent before the Participant’s Normal Retirement Age (or age 62, if later) will be rolled over to an individual retirement plan designated by the Plan Administrator.

(f)

☑

See the additional distribution forms described in the Forms of Payment Addendum.

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1.21	TIMING OF DISTRIBUTIONS

	Except as provided in Subsection 1.21(a) or (b), distribution shall be made to an eligible Participant from his vested interest in his Account as soon as reasonably practicable following the Participant’s request for distribution pursuant to Article 12 of the Basic Plan Document.

	(a)	Distribution shall be made to an eligible Participant from his vested interest in his Account as soon as reasonably practicable following the date the Participant’s application for distribution is received by the Administrator, but in no event later than his Required Beginning Date, as defined in Subsection 2.01(vv).

	(b)	☐	*Preservation of Same Desk Rule -* Check if the Employer wants to continue application of the same desk rule described in Subsection 12.01(b) of the Basic Plan Document regarding distribution of Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions, and 401(k) Safe Harbor Nonelective Employer Contributions. *(If any or all of the above-listed* *contribution types were previously distributable upon severance from employment, this Option* *may not be selected.)*

1.22	TOP HEAVY STATUS

	(a)	The Plan shall be subject to the Top-Heavy Plan requirements of Article 15 (check one):

		(1)	☐	for each Plan Year, whether or not the Plan is a “top-heavy plan” as defined in Subsection 15.01(g) of the Basic Plan Document.

		(2)	☑	for each Plan Year, if any, for which the Plan is a “top-heavy plan” as defined in Subsection 15.01(g) of the Basic Plan Document.

		(3)	☐	Not applicable. *(Choose only if (A)* *Plan covers only employees subject to a collective* *bargaining agreement, or (B)* *Option 1.11(a)(3), 401(k) Safe Harbor Matching* *Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, is* *selected, and the Plan does not provide for Employee Contributions or any other type* *of Employer Contributions.)*

	(b)	If the Plan is or is treated as a “top-heavy plan” for a Plan Year, each non-key Employee shall receive an Employer Contribution of at least 3% (3 or 5)% of Compensation for the Plan Year or such other amount in accordance with Section 15.03 of the Basic Plan Document or as elected on the 416 Contributions Addendum. The minimum Employer Contribution provided in this Subsection 1.22(b) shall be made under this Plan only if the Participant is not entitled to such contribution under another qualified plan of the Employer, unless the Employer elects otherwise below:

		(1)	☐	The minimum Employer Contribution shall be paid under this Plan in any event.

		(2)	☐	Another method of satisfying the requirements of Code Section 416. Please complete the 416 Contributions Addendum to the Adoption Agreement describing the way in which the minimum contribution requirements will be satisfied in the event the Plan is or is treated as a “top-heavy plan”.

		(3)	☐	Not applicable. *(Choose only if (A)* *Plan covers only employees subject to a collective* *bargaining agreement, or (B)* *Option 1.11(a)(3), 401(k) Safe Harbor Matching* *Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, is* *selected, and the Plan does not provide for Employee Contributions or any other type* *of Employer contributions.)*

		Note: The minimum Employer contribution may be less than the percentage indicated in Subsection 1.22(b) above to the extent provided in Section 15.03 of the Basic Plan Document.

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	(c)	If the Plan is or is treated as a “top-heavy plan” for a Plan Year, the vesting schedule found in Subsection 1.16(c)(1) shall apply for such Plan Year and each Plan Year thereafter, except with regard to Participants for whom there is a more favorable vesting schedule for Nonelective Employer Contributions. If the Employer has selected Option 1.01(b)(1) and the minimum Employer contribution will not be immediately 100% vested, the Eligibility, Service and Vesting Addendum must contain the applicable vesting schedule.

1.23	CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANS

	☐	*Other Order for Limiting Annual Additions* – If the Employer maintains other defined contribution plans, annual additions to a Participant’s Account shall be limited as provided in Section 6.12 of the Basic Plan Document to meet the requirements of Code Section 415, unless the Employer elects this Option and completes the 415 Correction Addendum describing the order in which annual additions shall be limited among the plans.

1.24	INVESTMENT DIRECTION

	Subject to Sections 8.02 and 8.03 of the Basic Plan Document, Participant Accounts shall be invested (check one):

	(a)	☐	in accordance with the investment directions provided to the Trustee by the Investment Fiduciary for allocating all Participant Accounts among the Permissible Investments.

	(b)	☑	in accordance with the investment directions provided to the Trustee by each Participant for allocating his entire Account among the Permissible Investments.

	(c)	☐	in accordance with the investment directions provided to the Trustee by each Participant for all contribution sources in his Account, except that the following sources shall be invested in accordance with the investment directions provided by the Investment Fiduciary (check (1) and/or (2)):

		(1)	☐	Nonelective Employer Contributions

		(2)	☐	Matching Employer Contributions

	Note: The Investment Fiduciary must direct the applicable sources among the Permissible Investments.

	Note: If the Investment Fiduciary directs that a portion or all of a Participant’s Nonelective Employer Contributions be invested in employer securities (as described in Section 8.02(b) of the Basic Plan Document), such investment must be discontinued with respect to any Participant who has completed three or more years of Vesting Service, and investment of the Participant’s Nonelective Employer Contributions must be diversified among the other Permissible Investments.

1.25	ADDITIONAL PROVISIONS AND PROTECTED BENEFITS

	(a)	☐	*Additional Provisions -* The Plan includes certain provisions that are not delineated through the above elections in this Adoption Agreement, but are incorporated into the Adoption Agreement through the Additional Provisions Addendum. The provisions included within the Additional Provisions Addendum supplement and/or alter the provisions of this Adoption Agreement.

	(b)	☐	*Protected Benefit Provisions* - The Plan includes provisions that are “protected benefits” under Code Section 411(d)(6) and are not delineated through the above elections in this Adoption Agreement, but are described within the Protected Benefit Provisions Addendum.

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1.26	SUPERSEDING PROVISIONS

	(a)	☐	The Employer has completed the Plan Superseding Provisions Addendum to show the provisions of the Plan which supersede provisions of this Adoption Agreement and/or the Basic Plan Document.

			Note: If the Employer elects superseding provisions in Option (a) above, unless such provisions are of the type found in Section 8.03 of Revenue Procedure 2017-41 as not causing a plan to fail to be identical (i.e., changes to the administrative provisions of the Plan, such as provisions relating to investments or plan claims procedures), the Employer will not be permitted to rely on the Pre-Approved Plan Provider’s opinion letter for qualification of its Plan. In addition, such superseding provisions may in certain circumstances affect the Plan’s status as a pre-approved plan eligible for the 6-year remedial amendment cycle. Superseding provisions which alter only provisions governed by Title I of ERISA and solely administered by the Department of Labor will not impact the ability of the Employer to rely upon the Pre-Approved Plan Provider’s opinion letter because they are outside the scope of such opinion letter.

1.27	RELIANCE ON OPINION LETTER

	An adopting Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that this Plan is qualified under Code Section 401 only to the extent provided in Section 7.02 of Revenue Procedure 2017-41. The Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to this Plan and in Section 7.03 of Revenue Procedure 2017-41. In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.

	Failure to properly complete the Adoption Agreement and failure to operate the Plan in accordance with the terms of the Plan document may result in disqualification of the Plan.

	This Adoption Agreement may be used only in conjunction with Fidelity Basic Plan Document No. 17. The Pre-Approved Plan Provider shall inform the adopting Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Pre-Approved Plan.

1.28	ELECTRONIC SIGNATURE AND RECORDS

	This Adoption Agreement, and any amendment thereto, may be executed or affirmed by an electronic signature or electronic record permitted under applicable law or regulation, provided the type or method of electronic signature or electronic record is acceptable to the Trustee.

1.29	PRE-APPROVED PLAN PROVIDER’S INFORMATION



		Name of Pre-Approved Plan Provider:				FMR LLC
		Address of Pre-Approved Plan Provider:				245 Summer Street
						Boston, MA 02210

		Pre-Approved Plan Provider’s Telephone Number:				833-349-6757

Pre-Approved Defined Contribution Plan – 06/30/2020

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EXECUTION PAGE


Plan Name:		Worthington Steel, Inc. 401(k) Retirement Savings Plan (the “Plan”)

Employer:		Worthington Steel, Inc.

The Fidelity Basic Plan Document No. 17 and the accompanying Adoption Agreement together comprise the Pre-Approved Defined Contribution Plan. It is the responsibility of the adopting Employer to review this Pre-Approved Plan with its legal counsel to ensure that the Pre-Approved Plan is suitable for the Employer and that the Adoption Agreement has been properly completed prior to signing.

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed on 11/29/2023 | 3:10:11 PM EST.


Employer:		Worthington Steel, Inc.

By:		/s/ Catherine O’Reilly
Title:		Sr. Benefits Manager

Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer’s corporate policy mandates two authorized signatures.


Employer:		Worthington Steel, Inc.

By:

Title:

Note: This page may be duplicated, if needed, to allow separate execution when the Employer indicated in Section 1.02(a) is changing.

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PARTICIPATING EMPLOYERS ADDENDUM

for

Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

Note:

All participating employers must be a business entity of a type recognized under Treasury Regulation Section 301.7701-2(a).


(a)	☑	Only the following Related Employers (as defined in Subsection 2.01(uu) of the Basic Plan Document) participate in the Plan (list each participating Related Employer and its Employer Tax Identification Number):

		Spartan Steel Coating, LLC, 38-3321352

		TWB Company, LLC, 38-3044639

		Tempel Steel Company, LLC, 20-2122127

		The Worthington Steel Company, 31-1585233

		The Worthington Steel Company, LLC, 27-1754539

		Worthington Samuel Coil Processing, LLC, 34-1598011

		Worthington Steel Rome, LLC, 27-4983199

(b)	☐	All Related Employer(s) as defined in Subsection 2.01(uu) of the Basic Plan Document participate in the Plan as soon as administratively feasible.


(c)	☐	All Related Employer(s) as defined in Subsection 2.01(uu) of the Basic Plan Document participate in the Plan at the time described in Subsection 2.01(u) of the Basic Plan Document.


(d)	Notwithstanding the previous specific inclusion of an employer as a participating employer through an election in (a), (b), or (c) above, unless specified otherwise by the Employer, a participating employer will cease participating in the Plan immediately when it is no longer a Related Employer and the term “Employer” shall not include such employer unless provided otherwise below.



				(1)		☐ If the common control relationship (as defined in Code Section 414(c)) of any participating employer changes in such a way that such participating employer is no longer a Related Employer, then such employer shall continue to be a participating employer and the Plan shall be a multiple employer plan as provided in Section 18.05 of the Basic Plan Document.

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ELIGIBILITY, SERVICE AND VESTING ADDENDUM

for

Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

(a)

Additional Eligibility Service Requirement(s)

(6)

Differing eligibility service requirements by group- Notwithstanding elections in 1.04(b), the following different eligibility service requirements apply for the groups indicated below.


(A)	☑	The table immediately below will apply for the following group of employees: temporary, part-time or seasonal employee.

Note: The eligible group defined above must be a definitely determinable group and cannot be subject to the discretion of the Employer. In addition, the design of the classifications cannot be such that the only Non-Highly Compensated Employees benefiting under the Plan are those with the lowest compensation and/or the shortest periods of service and who may represent the minimum number of such employees necessary to satisfy coverage under Code Section 410(b).


(i) Deferral Contributions, Employee Contributions, Qualified Nonelective Employer Contributions	(ii) Nonelective Employer Contributions (other than Safe Harbor Nonelective Employer Contributions)	(iii) Matching Employer Contributions (other than Safe Harbor Matching Employer Contributions)	(iv) 401(k) Safe Harbor Nonelective Employer Contributions	(v) 401(k) Safe Harbor Matching Employer Contributions

	X			X	N/A –not applicable – Plan does not offer this type of contribution or no Eligibility Service requirement

					days of Eligibility Service requirement (no minimum Hours of Service). *(Do* *not indicate more than 365 days in* *column (i), (iv) and (v)* *or 720 days in* *either of the other columns.)*

12		12	12		months of Eligibility Service requirement (no minimum Hours of Service). *(Do not indicate more than* *12 months in column (i), (iv) and (v))* *or 24 months in either of the other* *columns.)*

					(not to exceed 12) months of Eligibility Service in which at least (not to exceed an average of 83 1/3 hours per month or 1,000 per year of Eligibility Service required) Hours of Service are met during the Eligibility Computation Period *(If an Employee* *completes 1000 hours during an* *Eligibility Computation Period, that* *Employee will have met the eligibility* *service requirement for the Plan.)*

					one year of Eligibility Service requirement (at least (not to exceed 1,000) Hours of Service are required during the Eligibility Computation Period).

					two years of Eligibility Service requirement (at least (not to exceed 1,000) Hours of Service are required during the Eligibility Computation Period). *(Select only for* *column (ii)* *or (iii).)*

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		Note: If the Employer selects an Eligibility Service requirement of more than 365 days or 12 months, or the two year Eligibility Service requirement, then (1) contributions subject to such Eligibility Service requirement must be 100% vested when made, and (2) if the Plan has selected either Safe Harbor Matching Employer Contributions or Safe Harbor Formula, then only one year of Eligibility Service (with at least 1000 Hours of Service) is required for such contributions.

		Note: If different eligibility requirements are selected for Deferral Contributions in Subsection 1.04(a) or 1.04(b) than for Employer Contributions and a more stringent eligibility requirement is elected in Subsection 1.04(a) or (b) either (1) with respect to Matching Employer Contributions and 401(k) Safe Harbor Matching Employer Contributions, is selected or (2) with respect to Nonelective Employer Contributions and 401(k) Safe Harbor Formula, is selected, then the Plan may be disaggregated for testing purposes as described in Section 6.09 of the Basic Plan Document. If a more stringent eligibility requirement is elected in Subsection 1.04(a) or (b) for Nonelective Employer Contributions than for Matching Employer Contributions and 401(k) Safe Harbor Formula, is selected for Nonelective Employer Contributions, then Matching Employer Contributions may be similarly disaggregated.

		Note: If different eligibility requirements are selected for Deferral Contributions in Subsection 1.04(a) or 1.04(b) than for Employer Contributions and the Plan becomes a “top-heavy plan,” the Employer may need to make a minimum Employer Contribution on behalf of non-key Employees who have satisfied the eligibility requirements for Deferral Contributions and are employed on the last day of the Plan Year, but have not satisfied the eligibility requirements for Employer Contributions.

(b)	*EntryDates* – The Entry Dates shall be as indicated below with respect to the applicable type(s) of contribution and group(s) described.

(1)

Differing Entry Dates by group


(A)	☑	The table immediately below will apply for the following group of employees: temporary, part-time or seasonal employee.

Note: The eligible group defined above must be a definitely determinable group and cannot be subject to the discretion of the Employer. In addition, the design of the classifications cannot be such that the only Non-Highly Compensated Employees benefiting under the Plan are those with the lowest compensation and/or the shortest periods of service and who may represent the minimum number of such employees necessary to satisfy coverage under Code Section 410(b).


(i) Deferral Contributions, Employee Contributions, Qualified Nonelective Employer Contributions	(ii) Nonelective Employer Contributions	(iii) Matching Employer Contributions	(iv) 401(k) Safe Harbor Nonelective Employer Contributions	(v) 401(k) Safe Harbor Matching Employer Contributions
	X			X	N/A – not applicable – Plan does not offer this type of contribution

					Immediate upon meeting the eligibility requirements specified in Subsections 1.04(a) and 1.04(b)

					the first day of each Plan Year and the first day of the seventh month of each Plan Year

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			the first day of each Plan Year and the first day of the fourth, seventh, and tenth months of each Plan Year

X	X	X	the first day of each month

			the first day of each Plan Year *(Do* *not select if there is an Eligibility* *Service requirement of more than* *six months in Subsection 1.04(b)* *for the type(s) of contribution or* *if there is an age requirement of* *more than 20 1/2 in Subsection* *1.04(a) for the type(s) of* *contribution.)*

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COMPENSATION ADDENDUM

for



(1)	☑	None or N/A

(2)	☐	Deemed Code Section 125 compensation (as described in Section 2.01(k)(2))

(3)	☐	Other:

Note: If the Employer elects in (a)(3) above to include an item in Compensation only for a particular group of Employees, any eligible group defined in (a)(3) above must be a definitely determinable group and cannot be subject to the discretion of the Employer. In addition, the design of the classifications cannot be such that the only Non- Highly Compensated Employees benefiting under the Plan are those with the lowest compensation and/or the shortest periods of service and who may represent the minimum number of such employees necessary to satisfy coverage under Code Section 410(b).



(b) *Compensation Exclusions –* Compensation shall exclude the following item(s):


(1)	☐	Not applicable - There are no exclusions from the definition of Compensation. *(Do not select with* *any of options (2)* *through (15) below.)*

(2)	☑	Reimbursements or other expense allowances.

(3)	☑	Fringe benefits (cash and non-cash).

(4)	☑	Moving expenses.

(5)	☑	Deferred compensation.

(6)	☑	Welfare benefits.

(7)	☐	Unused leave (as described in Section 2.01(k)(2)(B)(ii)(II)).

(8)	☐	Differential Wages (as defined in Section 2.01(k)(2)(B)(i)).

(9)	☐	Overtime pay.

(10)	☐	Bonuses.

(11)	☐	Commissions.

(12)	☑	The value of restricted stock or of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee’s taxable income.

(13)	☐	Severance pay received prior to termination of employment. (Severance pay for this purpose would be amounts other than those described in Section 2.01(k)(2)(B)(ii)) and any such amounts received following severance from employment would *always* be excluded.)

(14)	☐	Amounts paid to, or on behalf of, the Employee to reduce or offset student loan repayment obligations.

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(15)	☑	Other (List separately any items excluded from Compensation only for a particular group of Employees, with a description of that group.):

		long term incentive plan cash payments.

Note: Any eligible group defined in (15) above must be a definitely determinable group and cannot be subject to the discretion of the Employer. In addition, the design of the classifications cannot be such that the only Non-Highly Compensated Employees benefiting under the Plan are those with the lowest compensation and/or the shortest periods of service and who may represent the minimum number of such employees necessary to satisfy coverage under Code Section 410(b). Note: Generally, the Employer’s selection of option (1) or of only options (2) through (6) (as a group), (7) and/or (8) above will not require Compensation be tested to show that it meets the requirements of Code Section 414(s) and it will be deemed an acceptable definition of Compensation for 401(k) Safe Harbor Nonelective Employer Contributions. If the Employer selects any of options (9) through (15), then it must be determined that the type of Compensation excluded is irregular or additional based on all the relevant facts and circumstances and must generally meet the following requirements: (1) for Nonelective Employer Contributions other than 401(k) Safe Harbor Nonelective Employer Contributions, the Plan must either pass the requirements under Code Section 414(s) or must pass the general test under regulations issued under Code Section 401(a)(4); (2) for 401(k) Safe Harbor Nonelective Employer Contributions, Compensation must not, for Non-Highly Compensated Employees, exclude amounts over a certain dollar amount (except as otherwise provided by Code Section 401(a)(17)) and must be tested to show that it meets the requirements of Code Section 414(s); (3) for Deferral Contributions and Safe Harbor Matching Employer Contributions, a Participant must be permitted to make Deferral Contributions under the Plan sufficient to receive the full 401(k) Safe Harbor Matching Employer Contribution, determined as a percentage of Compensation meeting the requirements of Code Section 414(s); (4) for Matching Employer Contributions (other than 401(k) Safe Harbor Matching Employer Contributions), Compensation for purposes of applying the limitations on Matching Employer Contributions described in Section 6.10 of the Basic Plan Document (for deemed satisfaction of the “ACP” test) must be tested to show that it meets the requirements of Code Section 414(s). Unless elected otherwise above, Compensation will include amounts described in Section 2.01(k)(2)(A) and (B) of the Basic Plan Document and exclude deemed Code Section 125 compensation. If the Plan is determined to be top heavy (in accordance with Option 1.22 and Article 15 of the Basic Plan Document), then contributions made pursuant to Section 15.03 of the Basic Plan Document will be based on Compensation without the above chosen exclusions.

Pre-Approved Defined Contribution Plan – 06/30/2020

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85045-1699927905AA

IN-SERVICE WITHDRAWALS ADDENDUM

for


Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

(a)	*Sources Available for In-Service Hardship Withdrawal -* In-service hardship withdrawals are permitted from the sub-accounts specified below, subject to the conditions applicable to hardship withdrawals under Section 10.05 of the Basic Plan Document:

	Deferral Contributions and vested amounts from the following sub-accounts:

	QNEC

	Roth IPC 2

	Nonelective—Safe Harbor

	Roth IPC 1

	Flex

	Supplemental Pre-tax

	Prior Angus EE

	Supplemental Roth

	Prior SH Contribution

(b)	*Other In-Service Withdrawal Provisions -* In-service withdrawals from a Participant’s sub-accounts specified below shall be available to Participants who satisfy the requirements also specified below (Indicate whether any such withdrawals listed are only permissible when the amounts so withdrawn are to complete a rollover described in Subsection 1.09(b) of this Adoption Agreement resulting in such amounts being retained in the Plan and treated as “designated Roth contributions” for purposes of the Plan.):

	An In-service withdrawal of vested amounts attributable to Employer Contributions maintained in a Participant’s Prior Procoil ER contribution sub account may occur at any time.

	(1)	The following restrictions apply to a Participant’s Account following an in-service withdrawal made pursuant to this subsection (cannot include any mandatory suspension of contributions restriction):

		16b Officers restricted on timing of withdrawal of Worthington Stock.

(c)	Restrictions on Age 59 ¹⁄₂ Withdrawals -

	(1)	The following restrictions apply to a Participant’s Account following an in-service withdrawal made pursuant to 1.19(b) (cannot include any mandatory suspension of contributions restriction):

		16b Officers restricted on timing of withdrawal of Worthington Stock.

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FORMS OF PAYMENT ADDENDUM

for


Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

(a)		*In-Kind Distribution of Employer Securities.* To the extent that a Participant’s Account is invested in employer securities, as described in Subsection 8.02(b) of the Basic Plan Document, a Participant may elect to receive distribution of his Account under the lump sum payment method in shares of employer securities instead of in cash.

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FIDUCIARY ADDENDUM

for


Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

(a)	☑	Amounts a service provider agrees to credit to the Plan in recognition of the service provider’s compensation for Plan services may be allocated to an ERISA account as provided in Section 19.05. If not so allocated and not utilized for the payment of Plan expenses, such amounts shall be allocated:

	(1)	☐	To the Accounts of Participants and Beneficiaries pro rata based on their Account balances in the Trust excluding amounts invested in a loan pursuant to Article 9.

	(2)	☐	To the Accounts of Participants who are employed by the Employer or a Related Employer pro rata based on their Account balances in the Trust excluding amounts invested in a loan pursuant to Article 9.

	(3)	☐	To the Accounts of Participants and Beneficiaries on a per capita basis.

	(4)	☐	To the Accounts of Participants who are employed by the Employer or a Related Employer on a per capita basis.

	(5)	☑	As follows: (A) to the extent an amount is attributable to a Permissible Investment, such amount shall be allocated to the Accounts of Participants and Beneficiaries pro rata based on the ratio that each Participant and Beneficiary’s balance in each such Permissible Investment bears to the total balances for all such Participants and Beneficiaries in such Permissible Investment; and, (B) to the extent an amount is a credit for float earnings of the Plan in excess of float expenses, such amount shall be allocated to an ERISA account from which the Administrator may pay Plan expenses and/or allocate amounts to the Accounts of Participants and Beneficiaries pro rata based on their Account balances in the Trust excluding amounts invested in a loan pursuant to Article 9.

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ADDENDUM TO ADOPTION AGREEMENT

FIDELITY BASIC PLAN DOCUMENT No. 17

RE: The Bipartisan Budget Act of 2018, and Code Sections 401(k) and 401(m) 2019 Final Hardship Regulations

Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

Fidelity 5-digit Plan Number: 85045

PREAMBLE

Adoption and Effective Date of Amendment. This amendment of the Plan is adopted to reflect statutory changes pursuant to the Bipartisan Budget Act of 2018 (BBA), and Code Sections 401(k) and (m) 2019 Final Hardship Regulations and any related guidance. This amendment is intended as good faith compliance with the requirements of the Disaster Relief Act, the TCJA and the BBA and those final regulations and is to be construed in accordance with guidance issued thereunder. This amendment shall be effective for Plan Years beginning after December 31, 2018 with respect to Fidelity’s Pre-Approved plan and with respect to the Employer’s plan except as provided below.

Supersession of Inconsistent Provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.



Hardship Provisions

(a)	No Loan Requirement Prior to Hardship. Unless otherwise indicated below, the loan requirement described in Section 10.05(b)(1) is removed effective for Plan Years beginning after December 31, 2018.

	(1)	☐	Later effective date:

	(2)	☐	Loan Required Prior to Hardship. A Participant shall obtain all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer or any Related Employer in order for the distribution to be considered as necessary to satisfy an immediate and heavy financial need of the Participant.

		This subsection (a)(2) shall be effective:

		(A)	☐	The first day of the Plan Year beginning after December 31, 2018.

		(B)	☐	Later effective date:

(b)	Earnings. Unless otherwise indicated below, earnings accrued on Accounts specified by the Employer will be included in amounts available for withdrawals effective for Plan Years beginning after December 31, 2018.

	(1)	☐	Later effective date:

	(2)	☐	Earnings excluded from hardship withdrawals. A hardship withdrawal will exclude any earnings on the Deferral Contributions Account accrued after the later of December 31, 1988 or the last day of the last Plan Year ending before July 1, 1989.

		This subsection (b)(2) shall be effective:

		(A)	☐	The first day of the Plan Year beginning after December 31, 2018.

		(B)	☐	Later effective date:

(c)	Suspension Removal. Effective for Plan Years beginning after December 31, 2018, unless otherwise indicated below, the suspension of contributions described in Section 10.05(b) of the Plan is removed.

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		(1)		☐		Later effective date: (cannot be later than January 1, 2020).

Amendment Execution

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date given below.


Employer:	Worthington Steel, Inc.	Employer:	Worthington Steel, Inc.

By:	/s/ Catherine O’Reilly	By:

Title:	Sr. Benefits Manager	Title:

Date:	11/29/2023 \| 3:10:11 PM EST	Date:

Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer’s corporate policy mandates two authorized signatures.

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PRE-APPROVED DEFINED CONTRIBUTION PLAN

ADDENDUM TO ADOPTION AGREEMENT

FIDELITY BASIC PLAN DOCUMENT No. 17

RE: The Coronavirus Aid, Relief, and Economic Security Act

Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

Fidelity 5-digit Plan Number: 85045

PREAMBLE

Adoption and Effective Date of Addendum. This addendum to the Adoption Agreement is a CARES Act Addendum and is intended as good faith compliance. The CARES Act Addendum is effective beginning January 1, 2020 with respect to the Plan, unless otherwise indicated.

Supersession of Inconsistent Provisions. The CARES Act Addendum shall supersede the provisions of the Adoption Agreement and the Plan to the extent those provisions are inconsistent with the provisions of the CARES Act Addendum.


(a)	CARES Act Distribution

	Unless otherwise indicated below, effective as soon as administratively feasible on or after April 6, 2020, a CARES Act Distribution was available to Qualified Individuals. The maximum distribution available was $100,000, vested balances in all sub-accounts were available, except for assets transferred from a money purchase pension plan.

	(1)	☐	Plan did not adopt CARES Act Distribution.

	(2)	☐	Later effective date: (cannot be later than December 31, 2020)

	(3)	☐	Plan adopted a lower maximum: $

	(4)	☐	Plan restricted the following sub-accounts:

	(5)	☐	Plan restricted the following group of Participants:

	(6)	☐	Other:

(b)	CARES Act Loan

	☐	Effective _________, 2020 (cannot be later than September 22, 2020), a CARES Act Loan was available to Qualified Individuals in accordance with the Basic Plan Document, as amended for the CARES Act, and in accordance with the Plan’s loan procedures.

(c)	Loan Repayment Deferment

	☑	Effective March 27, 2020 (cannot be later than December 31, 2020), repayments of Participant loans outstanding on or after March 27, 2020 that are not CARES Act Loans were deferred for Qualified Individuals in accordance with the Basic Plan Document, as amended for the CARES Act, and in accordance with the Plan’s loan procedures.

The Pre-Approved Plan Sponsor (Fidelity Management & Research Company) executed this Amendment by separate resolution on September 9, 2022.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

Amendment Execution

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date given below.


Employer:	Worthington Steel, Inc.	Employer:	Worthington Steel, Inc.

By:	/s/ Catherine O’Reilly	By:

Title:	Sr. Benefits Manager	Title:

Date:	11/29/2023 \| 3:10:11 PM EST	Date:

Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer’s corporate policy mandates two authorized signatures.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

EFFECTIVE DATES FOR INTERIM LEGAL COMPLIANCE SNAP OFF ADDENDUM

for

Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

Notwithstanding any other provision of the Plan to the contrary, to comply with changes promulgated under the American Taxpayers Relief Act of 2012 (“ATRA”), final Treasury regulations under Code Section 401(k) and 401(m) (“Final 401(k) Contributions”), and proposed Treasury regulations under Code Section 401(k) and 401(m) defining qualified nonelective contributions and qualified matching contributions (“Proposed 401(k) Regulations”), the following provisions shall apply effective as of the dates set forth below:


(a)	*ATRA Compliance* – If selected by the Employer below and on the effective date provided below, the Plan was amended to allow Participants to convert Plan assets that are not “designated Roth contributions” to “designated Roth contributions” in accordance with ATRA, regardless of whether the assets to be converted were otherwise eligible for withdrawal under the Plan, according to the following:

	(1)	☑	In-Plan Roth Conversion. The Plan was amended, effective on the date provided in (A) below, to allow any Participant or Beneficiary meeting the requirements, if any, adopted by the Employer, to elect to have any part of the eligible portions of his Account, as designated by the Employer, that are not “designated Roth contributions” under the Plan, be considered “designated Roth contributions” for purposes of the Plan.

		(A)	Effective Date: 12/01/2023 (cannot be prior to January 1, 2013)

		(B)	☐	Prior to the date specified in Subsection 1.01(g), the provisions of this amendment and restatement related to the provisions found within (a) of this Snap Off Addendum shall apply in accordance with the provisions of this amendment and restatement, except as otherwise provided below: *(Describe the adjustment in a definite manner)*

(b)

Final 401(k) Regulations Compliance – The Plan was revised to allow the Employer to amend its Plan to reduce or suspend 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions and revert to the “ADP” testing method (and, if applicable, the “ACP” testing method) if either (i) the annual safe harbor notice provided to Participants included a provision that such amendment may be made during the Plan Year or (ii) the Employer is operating at an economic loss, as described in Code Section 412(c)(2)(A). The revision was effective with respect to 401(k) Nonelective Employer Contributions for amendments adopted after May 18, 2009 and with respect to 401(k) Safe Harbor Matching Employer Contributions, for Plan Years beginning on or after January 1, 2015.

(c)

Proposed 401(k) Regulations Compliance – Effective January 18, 2017, the Plan was amended to remove any provisions that would prevent utilizing forfeitures to fund any 401(k) Safe Harbor Matching Employer Contribution, 401(k) Safe Harbor Nonelective Employer Contribution, Qualified Matching Employer Contribution, or Qualified Nonelective Employer Contribution.

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA

Participation Agreement is required to be executed and retained by Employer for each un-Related Employer, but is optional for use with any Related Employers.

PARTICIPATION AGREEMENT

for

Plan Name: Worthington Steel, Inc. 401(k) Retirement Savings Plan

By executing this Participation Agreement, the Employer identified below (“Participating Employer”) agrees to be bound by the terms of the Plan and the Trust Agreement as adopted by the Plan Sponsor, including any amendments thereto.


Participating Employer:

		(name)

		(EIN)

Effective date of participation:		(month/day/year)

This Participation Agreement must be signed and dated below by the Participating Employer to be effective.

IN WITNESS WHEREOF, the Participating Employer has caused this Participation Agreement to be executed on the date given below.


Participating Employer

By:

Title:

Date:

Pre-Approved Defined Contribution Plan – 06/30/2020

PS Plan

85045-1699927905AA