AMENDMENT NO. 1 to THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 10, 2023Credit Agreement • July 31st, 2023 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of May 10, 2023 by and among Worthington Industries, Inc. (the “Company”) and PNC Bank, National Association, as Administrative Agent (the “Administrative Agent’), under that certain Third Amended and Restated Credit Agreement dated as of August 20, 2021 by and among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement (as defined below).
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.
Re: Amendment No. 1 to Note Purchase and Private Shelf AgreementLetter Agreement • July 31st, 2023 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
This letter agreement (this “Letter”) makes reference to that certain Note Purchase and Private Shelf Agreement, dated as of August 23, 2019 (the “Note Agreement”), among Worthington Industries, Inc., an Ohio corporation (the “Company”), Worthington Industries International S.à r.l., a private limited liability company (société à responsabilité limitée) having its registered office at 2B, Ennert dem Bierg, L-5244 Sandweiler, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register under number B 155530 and having a share capital of EUR58,818 (herein called “LuxCo”), and Worthington Cylinders GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under Austrian law, having its seat at Kienberg, municipality Gaming, and its registered business address at Beim Flaschenwerk 1, 3291 Kienberg, Austria, registered with the Austrian companies register under number FN 167898 i (herein called “AustriaCo”; together with LuxCo, collectively the “Iss
Re: Amendment No. 3 to Note AgreementLetter Agreement • July 31st, 2023 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York
This letter agreement (this “Letter”) makes reference to that certain Note Agreement, dated as of August 10, 2012 (as amended by Amendment No. 1 to Note Agreement dated June 10, 2015 and Amendment No. 2 to Note Agreement dated August 23, 2019, the “Note Agreement”), among Worthington Industries, Inc., an Ohio corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd., and The Gibraltar Life Insurance Co., Ltd., on the other hand. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement, as amended hereby.
