ARTICLE I DEFINITIONSPledge Agreement • August 21st, 2002 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Ohio
WORTHINGTON INDUSTRIES, INC., Issuer and PNC BANK, OHIO, NATIONAL ASSOCIATION, TrusteeFirst Supplemental Indenture • August 28th, 1997 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
ARTICLE I AGREEMENT TO PURCHASE AND SELLPurchase and Sale Agreement • August 29th, 2001 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
1 EXHIBIT 4(i) ------------ ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- 2 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 14, 1998 (as amended, supplemented or otherwise modified...Assignment and Assumption Agreement • August 27th, 1999 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Ohio
RECITALSReceivables Purchase Agreement • August 29th, 2001 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
EXHIBIT 4(g) WORTHINGTON INDUSTRIES, INC., Issuer and PNC BANK, OHIO, NATIONAL ASSOCIATION, TrusteeSecond Supplemental Indenture • August 28th, 1998 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 30th, 2005 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made as of January ___, 1996 between WORTHINGTON INDUSTRIES, INC., a Delaware corporation, or its designated subsidiary ("Buyer"), William S. Dietrich, II Charitable Remainder...Stock Purchase Agreement • February 20th, 1996 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Pennsylvania
FROMLoan Agreement • August 28th, 1997 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Ohio
AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 15th, 1999 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills
2- 3 Supplemental Indenture, when executed by the parties hereto, a valid and binding supplement to the Indenture have been done and performed;Third Supplemental Indenture • August 27th, 1999 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, SUCCESSOR TO CHASE MANHATTAN TRUST COMPANY, N.A.,Trust Agreement • August 21st, 2002 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Ohio
AMENDMENT NO. 1 DATED AS OF MAY 18, 2001 TO PURCHASE AND SALE AGREEMENT DATED AS OF NOVEMBER 30, 2000Purchase and Sale Agreement • August 29th, 2001 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
andIndenture • August 28th, 1997 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
EXHIBIT 4(i)(ii) FORM OF REVOLVING NOTERevolving Note • August 21st, 2002 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills
This Note is one of the Revolving Notes referred to in the Credit Agreement and evidences Revolving Loans made by the Lender thereunder. Capitalized terms used in this Revolving Note and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.
RECITALS --------Fourth Supplemental Indenture • August 21st, 2002 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
WORTHINGTON INDUSTRIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2010 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
1 Exhibit 4 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT AND WAIVER AGREEMENT WORTHINGTON INDUSTRIES, INC. ("Borrower"), and THE BANK OF NOVA SCOTIA AND PNC BANK, NATIONAL ASSOCIATION, as Agents for the Lenders (collectively,...Loan Agreement • April 16th, 2001 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills
November 21, 2002 VIA FACSIMILE AND OVERNIGHT CARRIER PNC Bank, National Association 249 5th Avenue Pittsburgh, Pennsylvania 15222 Attention: David Gookin Re: Termination of 364-Day Revolving Credit Dear David: Reference is hereby made to the 364-Day...364-Day Revolving Credit Agreement • January 14th, 2003 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills
Reference is hereby made to the 364-Day Revolving Credit Agreement dated as of May 10, 2002 among Worthington Industries, Inc. (the "Borrower"), the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (the "364-Day Credit Agreement"). This letter constitutes notice, pursuant to Section 2.10(a) of the 364-Day Credit Agreement, of Borrower's request that the Revolving Committed Amount under, and as defined in, the 364-Day Credit Agreement be terminated in full as of November 29, 2002.
EXHIBIT 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 21st, 2002 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Ohio
ACTIVE 270407854v.12Credit Agreement • October 12th, 2021 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 20, 2021 among WORTHINGTON INDUSTRIES, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto PNC BANK, NATIONAL ASSOCIATION as Administrative Agent JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A. as Syndication Agents and U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK as Documentation Agents
WORTHINGTON INDUSTRIES, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture Dated as of April 13, 2010 Debt SecuritiesIndenture • April 13th, 2010 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills
This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310-318(a), inclusive of the Trust Indenture Act of 1939 (TIA).
EXHIBIT 4(j)(v) SECOND AMENDMENT dated as of November 22, 2002 (this "Second Amendment") to the Five-Year Revolving Credit Agreement, dated as of May 10, 2002 (as previously amended through the date hereof, the "Existing Credit Agreement"), among...Five-Year Revolving Credit Agreement • January 14th, 2003 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
EXHIBIT 4(i)(iii) SWINGLINE NOTESwingline Note • August 21st, 2002 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills
FOR VALUE RECEIVED, the undersigned WORTHINGTON INDUSTRIES, INC., an Ohio corporation (the "Borrower"), hereby promises to the order of PNC BANK, NATIONAL ASSOCIATION (the "Swingline Lender"), on the date when due in accordance with the Credit Agreement referred to below, the aggregate principal amount of each Swingline Loan from time to time made by the Swingline Lender to the Borrower under that certain $155,000,000 5-Year Credit Agreement dated as May 10, 2002 (as amended, restated, supplemented or otherwise modified, the "Credit Agreement"; the terms defined therein being used herein as therein defined), among the Borrower, the lending institutions party thereto from time to time and PNC Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender.
EXHIBIT 4(j)(ii) FORM OF REVOLVING NOTERevolving Note • August 21st, 2002 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills
This Note is one of the Revolving Notes referred to in the Credit Agreement and evidences Revolving Loans made by the Lender thereunder. Capitalized terms used in this Revolving Note and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 30th, 2024 • Worthington Enterprises, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
This Indemnification Agreement (this “Agreement”) is made as of this ____ day of _________________, by and between Worthington Enterprises, Inc., an Ohio corporation (the “Company”), and ______________________, an individual (“Indemnitee”).
Deal CUSIP 98181DAC0 Revolving Loan CUSIP 98181DAD8Credit Agreement • September 28th, 2023 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as ofSeptember 27, 2023,amongWORTHINGTON INDUSTRIES, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto PNC BANK, NATIONAL ASSOCIATION as Administrative Agent JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A. as Syndication AgentsandCITIBANK, N.A. andTHE HUNTINGTON NATIONAL BANKas Documentation Agents
WORTHINGTON INDUSTRIES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT 10,000 SHARES – STEVEN M. CARAVATIRestricted Stock Award Agreement • October 11th, 2022 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Ohio
This Restricted Stock Award Agreement (this “Agreement”) is made effective as of June 24, 2022 (the “Grant Date”) by and between Worthington Industries, Inc. (the “Company”) and Steven M. Caravati (the “Participant”).
WORTHINGTON INDUSTRIES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR AWARDS GRANTED AFTER OCTOBER 10, 2019Restricted Stock Award Agreement • July 31st, 2023 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Ohio
Effective as of the date specified in the attached Notice of Grant of Restricted Stock (the “Grant Date”), Worthington Industries, Inc. hereby grants to the individual identified in the Notice of Grant of Restricted Stock (the “Participant”) an award consisting of the number of restricted common shares of the Company (“Restricted Stock”) set forth in the Notice of Grant of Restricted Stock. The Restricted Stock is subject to the terms and conditions described in the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan (as amended, the “Plan”) and this Restricted Stock Award Agreement (this “Agreement”). The “Company” shall mean Worthington Industries, Inc. individually, or together with its sub sidiaries, as the context requires.
EXHIBIT 4(d) Agreement to furnish instruments defining rights of holders of long-term debtAgreement to Furnish Instruments Defining Rights of Holders of Long-Term Debt • August 22nd, 2003 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills
AMENDMENT NO. 18 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 9th, 2018 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, Worthington or any Originator shall take any organizational action to authorize any of the actions set forth above in this paragraph;
TRADEMARK LICENSE AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023Trademark License Agreement • December 5th, 2023 • Worthington Enterprises, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
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”.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023Separation and Distribution Agreement • December 5th, 2023 • Worthington Enterprises, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
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.
TAX MATTERS AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023Tax Matters Agreement • December 5th, 2023 • Worthington Enterprises, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
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.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023Employee Matters Agreement • December 5th, 2023 • Worthington Enterprises, Inc. • Steel works, blast furnaces & rolling & finishing mills • Ohio
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.
