Form 8-K

8-K — Worthington Steel, Inc.

Accession: 0001193125-26-253821

Filed: 2026-06-02

Period: 2026-06-01

CIK: 0001968487

SIC: 3310 (STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS)

Item: Entry into a Material Definitive Agreement

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d435492d8k.htm (Primary)

EX-4.1 (d435492dex41.htm)

EX-10.1 (d435492dex101.htm)

EX-10.2 (d435492dex102.htm)

EX-99.1 (d435492dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d435492d8k.htm · Sequence: 1

8-K

false 0001968487 0001968487 2026-06-01 2026-06-01

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

June 1, 2026

Date of Report (Date of earliest event reported)

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)

(IRS Employer

Identification No.)

100 W. Old Wilson Bridge Road

Columbus, Ohio

43085

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (614) 840-3462

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

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 check mark 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. ☐

Explanatory Note

On January 15, 2026, Worthington Steel, Inc. (the “Company”), Worthington Steel GmbH (“BidCo”), and Klöckner & Co SE (“Klöckner”) entered into a business combination agreement governing the key terms and conditions based on which BidCo launched a voluntary public cash takeover offer to all shareholders of Klöckner to tender each issued and outstanding share of Klöckner (the “Klöckner Shares”) to BidCo at a cash consideration of €11.00 per Klöckner Share (such offer, as amended, the “Offer,” and the transactions contemplated thereby, the “Klöckner Acquisition”). The Company and BidCo expect to consummate the Klöckner Acquisition on June 3, 2026.

On June 1, 2026, in connection with the Klöckner Acquisition, the Company completed the financings described below, including the Note Offering, the Term Loan Facility and the Revolving Facility Amendment (in each case, as defined below).

Item 1.01

Entry into a Material Definitive Agreement.

Indenture

On June 1, 2026, the Company issued $700,000,000 aggregate principal amount of its 7.750% Senior Secured Notes due 2033 (the “Notes,” and such offering, the “Note Offering”) pursuant to an indenture (the “Indenture”), dated as of June 1, 2026, among the Company, as issuer, the guarantors from time to time party thereto (the “Note Guarantors”) and Deutsche Bank Trust Company Americas, as trustee and notes collateral agent. The Company intends to use the net proceeds from the Note Offering, together with borrowings under the Term Loan Facility (as defined below) and cash on hand, to fund the consideration payable in connection with the Klöckner Acquisition, to repay certain existing indebtedness of the Company and Klöckner, to pay transaction fees and expenses related thereto and for general working capital purposes.

The Notes and the Note Guarantees (as defined below) have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

Interest and Maturity

The Notes bear interest at a rate of 7.750% per annum, payable semiannually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2026. The Notes will mature on June 1, 2033.

Note Guarantees

The Notes are jointly and severally guaranteed (the “Note Guarantees”) on a senior secured basis by the Company’s present and future restricted subsidiaries that are obligors under the Term Loan Credit Facility (as defined in the Indenture).

Ranking and Security

The Notes and the Note Guarantees are the senior secured obligations of the Company and each of the Note Guarantors, respectively, secured by a lien on substantially all of the assets of the Company and the Note Guarantors, on an equal and ratable basis with all parity lien obligations, subject to certain permitted liens and intercreditor arrangements. The Notes and the Note Guarantees, as applicable:

•

rank equal in right of payment to all of the Company’s or such Note Guarantor’s existing and future senior indebtedness,

•

rank senior in right of payment to all of the Company’s or such Note Guarantor’s obligations that are expressly subordinated in right of payment to the Notes or the Note Guarantees,

•

are effectively subordinated to all of the Company’s or such Note Guarantor’s indebtedness that is secured by liens on assets that do not constitute collateral securing the Notes, to the extent of the value of such assets, and

•

in the case of the Note Guarantees, are structurally subordinated to indebtedness and other liabilities of the Company’s subsidiaries that are not Note Guarantors.

Optional Redemption

At any time prior to June 1, 2029, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus an applicable “make-whole” premium. At any time prior to June 1, 2029, the Company may also redeem up to 40% of the Notes with net cash proceeds of certain equity offerings at a redemption price equal to 107.750% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to June 1, 2029, the Company may redeem up to 10% of the then outstanding aggregate principal amount of the Notes during each twelve-month period at a redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after June 1, 2029, the Company may redeem the Notes, in whole or in part, at specified redemption prices set forth in the Indenture.

Special Mandatory Redemption

If the Klöckner Acquisition is not consummated by March 12, 2027 (or, in certain circumstances, ten business days thereafter) or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but not including, the date of the special mandatory redemption.

Change of Control

Upon the occurrence of a “change of control,” as defined in the Indenture, the Company may be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

Covenants and Events of Default

The Indenture contains customary covenants, including limitations on the ability of the Company and its restricted subsidiaries to:

•

incur additional indebtedness, certain disqualified stock and preferred stock,

•

create liens,

•

pay dividends or distributions or redeem or repurchase equity,

•

prepay subordinated indebtedness or make certain investments,

•

transfer and sell assets,

•

engage in consolidations, mergers or dispositions of all or substantially all of their assets,

•

enter into agreements that restrict dividends, loans and other distributions from subsidiaries, and

•

enter into transactions with affiliates.

These covenants are subject to a number of important exceptions and qualifications described in the Indenture. In addition, the Indenture contains a number of customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Notes and certain provisions related to bankruptcy events.

The foregoing descriptions of the Notes and the Indenture do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Indenture (including the form of Note), which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Term Loan Facility

On June 1, 2026, the Company entered into a term loan credit agreement (the “Credit Agreement”), among the Company, as borrower, the lenders from time to time party thereto, and Wells Fargo, National Association, as administrative agent.

The Credit Agreement provides for a seven-year senior secured term loan B credit facility in aggregate principal amount of $700,000,000 (the “Term Loan Facility” and the term loans thereunder, the “Term Loans”), the proceeds of which shall be used, among other things, to finance the Klöckner Acquisition, to pay costs, fees and expenses related thereto and any hedging arrangements in connection therewith and for general working capital purposes.

The Term Loan Facility is secured by a lien on substantially all of the assets of the Company and its wholly-owned material subsidiaries that are guarantors, subject to customary exceptions, certain permitted liens and intercreditor arrangements. The Company may prepay the Term Loans in whole or in part, at any time, subject to a 1.00% prepayment premium in connection with certain repricing transactions and amendments occurring within the first six months after the closing date of the Term Loan Facility. The Credit Agreement contains customary mandatory prepayment requirements.

The Term Loans will bear interest, at the Company’s option, at a per annum rate equal to:

•

a base rate equal to the greatest of:

•

the prime rate,

•

the federal funds rate plus 0.50% and

•

1-month term SOFR plus 1.00%, subject to a floor of 1.00%, plus, in each instance, an applicable rate of 3.00%; or

•

1, 3 or 6-month term SOFR, subject to a floor of 0.00%, plus an applicable rate of 4.00%.

The Credit Agreement contains various representations, warranties and affirmative and negative covenants that the Company considers customary for such facilities, and does not contain a financial covenant. The Credit Agreement also contains customary events of default, including, without limitation, events of default based on defaults in payment obligations, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other indebtedness, changes in control, bankruptcy and insolvency proceedings, failure of guaranty, security and loan documents, ERISA events and final judgments and orders. Failure to timely pay amounts owed under the Credit Agreement will cause the applicable interest rate and fees to increase by 2.0% on overdue amounts until such event of default has been cured, waived, or amended.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to Revolving Credit Agreement

On June 1, 2026, the Company, certain subsidiaries of the Company, PNC Bank, National Association, as agent for the lenders (the “ABL Agent”), and the lenders party thereto entered into the Third Amendment (the “Revolving Facility Amendment”) to the Company’s Revolving Credit and Security Agreement, dated as of November 30, 2023, by and among the Company, as borrower, certain of the Company’s U.S., Canadian and Mexican subsidiaries from time to time party thereto as loan parties, the lenders from time to time party thereto and the ABL Agent, as amended (the “Revolving Facility Agreement”). The Revolving Facility Amendment, among other things, (a) amends the collateral granted under the Revolving Facility Agreement to include substantially all of the personal property assets (subject to certain customary exceptions) of the Company and its U.S. subsidiaries that are guarantors thereunder, in each case, to align with the liens granted pursuant to the Term Loan Facility, and (b) makes other conforming changes to the Revolving Facility Agreement in respect thereof.

The foregoing description of the Revolving Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Facility Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K 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 above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01

Other Events.

On May 28, 2026, the Company issued a press release announcing the pricing of the Note Offering. The text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Document Description

4.1

Indenture, dated as of June 1, 2026, among Worthington Steel, Inc., the Note Guarantors and Deutsche Bank Trust Company Americas, as trustee and notes collateral agent

10.1

Term Loan Credit Agreement, dated as of June 1, 2026, among Worthington Steel, Inc., as borrower, the lenders from time to time party thereto, and Wells Fargo, National Association, as administrative agent

10.2

Third Amendment to Revolving Credit and Security Agreement, dated as of June 1, 2026, among Worthington Steel, Inc., as borrower, certain subsidiaries of the Company, PNC Bank, National Association, as agent, and the lenders party thereto

99.1

Press Release, dated May 28, 2026

104

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

Important Information

This Current Report on Form 8-K and the materials included herewith constitute neither an offer to purchase nor a solicitation of an offer to sell Klöckner shares. The final provisions relating to the takeover offer are disclosed in the offer document, as amended. BidCo reserves the right to deviate from the key points set out herein and in the offer document, as amended, in the final terms of the takeover offer to the extent legally permissible. Investors and Klöckner shareholders are strongly advised to read the offer document, as amended, and all other documents relating to the takeover offer, as they contain important information.

The Offer (as amended, “takeover offer”) is being made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) and certain securities laws provisions of the United States of America (the “United States” or “U.S.”). The takeover offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Klöckner shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document, as amended, and any exemptions to be granted by the relevant regulatory authorities, no takeover offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This Current Report on Form 8-K may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law.

BidCo and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Klöckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Klöckner shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Klöckner shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.

The takeover offer referenced in this Current Report on Form 8-K relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to BidCo and the company included elsewhere, including in the offer document, as amended, has been and will be prepared in accordance with provisions applicable in the Federal Republic of Germany and has not been and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities regulator. Klöckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer is being made in respect of securities of a company which is a foreign private issuer within the meaning of

the Exchange Act and the shares of which are not registered under Section 12 of the Exchange Act and that the company is not subject to the periodic reporting requirements of the Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The takeover offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier II tender offer and will be principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer is being made to the company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the company to whom an offer is made. Any informational documents, including this Current Report on Form 8-K, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the company’s other shareholders. To the extent that the takeover offer is subject to U.S. securities laws, such laws only apply to Klöckner shareholders in the United States, and no other person has any claims under such laws.

Any agreement concluded with BidCo as a result of the acceptance of the planned takeover offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the Securities Act (or other laws known to them) because BidCo and the company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. This Current Report on Form 8-K includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Klöckner’s plans, objectives, expectations and intentions related to the Klöckner Acquisition, the Note Offering and the expected use of proceeds therefrom, the expected outcomes of the proposed Klöckner Acquisition, the expected timeline for completing the Klöckner Acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Klöckner’s respective businesses, the proposed Klöckner Acquisition and the Note Offering, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed Klöckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the Klöckner Acquisition; (ii) the financing arrangements relating to the Klöckner Acquisition, including the Note Offering and the expected use of proceeds therefrom, (iii) the effects of the transaction on Worthington Steel’s and Klöckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (iv) the potential impact of the announcement or consummation of the proposed Klöckner Acquisition on relationships with customers, suppliers and other third parties, (v) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vi) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Klöckner will change their intentions and assessments expressed in documents or notifications or in amendments the offer document yet to be published after publication of the documents or notifications. This Current Report on Form 8-K speaks only as of the date hereof. Each of Worthington Steel and Klöckner disclaims any duty to update the information herein.

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.

WORTHINGTON STEEL, INC.

Date: June 2, 2026

By:

/s/ Joseph Y. Heuer

Name:

Joseph Y. Heuer

Title:

Vice President - General Counsel and Secretary

EX-4.1

Filename: d435492dex41.htm · Sequence: 2

EX-4.1

Exhibit 4.1

EXECUTION VERSION

WORTHINGTON

STEEL, INC.

as Issuer,

THE

GUARANTORS FROM TIME TO TIME PARTY HERETO

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

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

INDENTURE

Dated as of

June 1, 2026

$700,000,000

7.750% Senior Secured Notes due 2033

Table of Contents

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 101.

Rules of Construction

SECTION 102.

Definitions

SECTION 103.

Compliance Certificates and Opinions

SECTION 104.

Form of Documents Delivered to Trustee and Notes Collateral Agent

SECTION 105.

Acts of Holders

SECTION 106.

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

SECTION 107.

Notice to Holders; Waiver

SECTION 108.

Effect of Headings and Table of Contents

SECTION 109.

Successors and Assigns

SECTION 110.

Severability Clause

SECTION 111.

Benefits of Indenture

SECTION 112.

Governing Law

SECTION 113.

Legal Holidays

SECTION 114.

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

SECTION 115.

No Qualification Under the Trust Indenture Act

SECTION 116.

Counterparts

SECTION 117.

USA PATRIOT Act

SECTION 118.

Waiver of Jury Trial

SECTION 119.

Force Majeure

SECTION 120.

E-Signature

ARTICLE TWO

NOTE FORMS

SECTION 201.

Form and Dating

SECTION 202.

Execution, Authentication, Delivery and Dating

ARTICLE THREE

THE NOTES

SECTION 301.

Title and Terms

SECTION 302.

Registrar, Transfer Agent and Paying Agent

SECTION 303.

Denominations

SECTION 304.

Temporary Notes

SECTION 305.

Registration of Transfer and Exchange

SECTION 306.

Mutilated, Destroyed, Lost and Stolen Notes

SECTION 307.

Payment of Interest; Interest Rights Preserved

SECTION 308.

Persons Deemed Owners

SECTION 309.

Cancellation

SECTION 310.

Computation of Interest

SECTION 311.

Transfer and Exchange

SECTION 312.

CUSIP, ISIN and Common Code Numbers

SECTION 313.

Issuance of Additional Notes

SECTION 314.

Global Securities

-i-

Page

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401.

Satisfaction and Discharge of Indenture

SECTION 402.

Application of Trust Money

ARTICLE FIVE

REMEDIES

SECTION 501.

Events of Default

SECTION 502.

Acceleration of Maturity; Rescission and Annulment

SECTION 503.

Collection of Indebtedness and Suits for Enforcement by Trustee

SECTION 504.

Trustee May File Proofs of Claim

SECTION 505.

Trustee May Enforce Claims Without Possession of Notes

SECTION 506.

Application of Money Collected

SECTION 507.

Limitation on Suits

SECTION 508.

Unconditional Right of Holders to Receive Principal, Premium and Interest

SECTION 509.

Restoration of Rights and Remedies

SECTION 510.

Rights and Remedies Cumulative

SECTION 511.

Delay or Omission Not Waiver

SECTION 512.

Control by Holders

SECTION 513.

Waiver of Past Defaults

SECTION 514.

Waiver of Stay or Extension Laws

SECTION 515.

Undertaking for Costs

ARTICLE SIX

THE TRUSTEE AND NOTES COLLATERAL AGENT

SECTION 601.

Duties of the Trustee and Notes Collateral Agent

SECTION 602.

Notice of Defaults

SECTION 603.

Certain Rights of Trustee and the Notes Collateral Agent

SECTION 604.

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

SECTION 605.

May Hold Notes

SECTION 606.

Money Held in Trust

SECTION 607.

Compensation and Reimbursement

SECTION 608.

Corporate Trustee, Notes Collateral Agent Required; Eligibility

SECTION 609.

Resignation and Removal; Appointment of Successor

SECTION 610.

Acceptance of Appointment by Successor

SECTION 611.

Merger, Conversion, Consolidation or Succession to Business

SECTION 612.

Appointment of Authenticating Agent

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

SECTION 701.

Issuer to Furnish Trustee Names and Addresses

SECTION 702.

[Reserved]

-ii-

Page

ARTICLE EIGHT

MERGER, CONSOLIDATION OR SALE

OF ALL OR SUBSTANTIALLY ALL ASSETS

SECTION 801.

Issuer May Consolidate, Etc., Only on Certain Terms

SECTION 802.

Guarantors May Consolidate, Etc., Only on Certain Terms

SECTION 803.

Successor Substituted

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901.

Amendments or Supplements Without Consent of Holders

SECTION 902.

Amendments, Supplements or Waivers with Consent of Holders

SECTION 903.

Execution of Amendments, Supplements or Waivers

SECTION 904.

Effect of Amendments, Supplements or Waivers

SECTION 905.

[Reserved]

SECTION 906.

Reference in Notes to Supplemental Indentures

SECTION 907.

Notice of Supplemental Indentures

ARTICLE TEN

COVENANTS

SECTION 1001.

Payment of Principal, Premium, if any, and Interest

SECTION 1002.

Maintenance of Office or Agency

SECTION 1003.

Money for Notes Payments to Be Held in Trust

SECTION 1004.

[Reserved]

SECTION 1005.

[Reserved]

SECTION 1006.

[Reserved]

SECTION 1007.

[Reserved]

SECTION 1008.

Statement by Officer as to Default

SECTION 1009.

Reports and Other Information

SECTION 1010.

Limitation on Restricted Payments

SECTION 1011.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock

SECTION 1012.

Liens

SECTION 1013.

Limitations on Transactions with Affiliates

SECTION 1014.

Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

SECTION 1015.

Future Guarantors

SECTION 1016.

Change of Control

SECTION 1017.

Asset Sales

SECTION 1018.

Suspended Covenants

100

SECTION 1019.

Financial Calculations for Covenants

101

SECTION 1020.

Activities Prior to Control Date

102

ARTICLE ELEVEN

REDEMPTION OF NOTES

SECTION 1101.

Right of Redemption

102

SECTION 1102.

Applicability of Article

103

SECTION 1103.

Election to Redeem; Notice to Trustee

103

SECTION 1104.

Selection by Trustee of Notes to Be Redeemed

103

SECTION 1105.

Notice of Redemption

104

SECTION 1106.

Deposit of Redemption Price

105

SECTION 1107.

Notes Payable on Redemption Date

105

-iii-

Page

SECTION 1108.

Notes Redeemed in Part

105

SECTION 1109.

[Reserved]

105

SECTION 1110.

Mandatory Redemption

105

SECTION 1111.

Special Mandatory Redemption

105

ARTICLE TWELVE

GUARANTEES

SECTION 1201.

Guarantees

106

SECTION 1202.

Severability

107

SECTION 1203.

Restricted Subsidiaries

107

SECTION 1204.

Limitation of Guarantors’ Liability

107

SECTION 1205.

Contribution

107

SECTION 1206.

Subrogation

108

SECTION 1207.

Reinstatement

108

SECTION 1208.

Release of a Guarantor

108

SECTION 1209.

Benefits Acknowledged

109

SECTION 1210.

Execution and Delivery

109

SECTION 1211.

German Limitations

109

ARTICLE THIRTEEN

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.

Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance

113

SECTION 1302.

Legal Defeasance and Discharge

113

SECTION 1303.

Covenant Defeasance

113

SECTION 1304.

Conditions to Legal Defeasance or Covenant Defeasance

113

SECTION 1305.

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

115

SECTION 1306.

Reinstatement

115

ARTICLE FOURTEEN

COLLATERAL AND SECURITY

SECTION 1401.

Collateral

115

SECTION 1402.

Further Assurances

116

SECTION 1403.

After-Acquired Property

117

SECTION 1404.

Release of Collateral

117

SECTION 1405.

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

118

SECTION 1406.

Information Regarding Collateral

119

SECTION 1407.

Collateral Documents, Pari Passu Intercreditor Agreement and ABL Intercreditor Agreement

119

SECTION 1408.

Notes Collateral Agent

119

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APPENDIX & EXHIBITS

ANNEX I

– Rule 144A / Regulation S / IAI Appendix

EXHIBIT 1

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

EXHIBIT 2

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

EXHIBIT A

– Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

EXHIBIT B

– Form of Incumbency Certificate

EXHIBIT C

– Agreed Security Principles

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INDENTURE dated as of June 1, 2026, among Worthington Steel, Inc., an Ohio corporation

(the “Issuer” or the “Company”), the Guarantors (as defined below) party hereto from time to time and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the

“Trustee”), as Notes Collateral Agent (as defined herein) and as Paying Agent, Transfer Agent and Registrar (as defined herein).

RECITALS OF THE ISSUER

The Issuer has duly authorized the creation of an issue of 7.750% Senior Secured Notes due 2033 issued on the date hereof (the

“Initial Notes”) and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture.

On the Issue Date, the Worthington Guarantors will enter into this Indenture to provide for their guarantees of the Notes as described herein.

No later than the date that is 5 Business Days after the Issue Date, BidCo and BidCo HoldCo shall enter into a supplemental indenture to this indenture, pursuant to which such entities will become a party to this Indenture and shall become a

“Guarantor” under this Indenture and the Notes, and shall guarantee, jointly and severally, the Issuer’s obligations under this Indenture and the Notes

All things necessary have been done to make the Initial Notes, when executed by the Issuer and authenticated and delivered hereunder and duly

issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of the Issuer and the Guarantors, in accordance with their and its terms.

Each of the parties hereto is entering into this Indenture for the benefit of the other parties and for the equal and ratable benefit of the

Holders (as defined below) of (i) the Issuer’s Initial Notes and (ii) any Additional Notes (as defined herein) that may be issued from time to time under this Indenture.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the

equal and ratable benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 101. Rules of Construction.

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

(1) the terms defined in this Article One have the meanings assigned to them in this Article One, and words in the singular

include the plural and words in the plural include the singular;

(2) all accounting terms not otherwise defined herein

have the meanings assigned to them in accordance with GAAP (as herein defined);

(3) the words “herein,”

“hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(4) all references to Articles, Sections, Exhibits and Appendices shall be construed to refer to Articles and Sections of, and

Exhibits and Appendices to, this Indenture;

(5) “or” is not exclusive;

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

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

SECTION 102. Definitions.

“ABL Credit Agreement” means that certain Revolving Credit and Security Agreement, dated as of November 30, 2023, by

and among the Company, the lenders party thereto and the PNC Bank, National Association, as administrative agent, as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time,

including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or

refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes,

other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as

additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“ABL DIP

Cap Amount” means the greater of (a) the sum of (i) $660.0 million, plus (ii) 120% of the aggregate amount of incremental revolving credit commitments established pursuant to the ABL Credit Agreement then in effect (including any

incremental commitments established pursuant to Section 2.24 of the ABL Credit Agreement as in effect on the Issue Date) and (b) 120% of the sum of (i) 95% of the face amount of all accounts receivable owned by the grantors under the ABL Credit

Agreement and the related loan documents less bad debt reserves in excess of 5% of accounts receivable owned by the grantors under the ABL Credit Agreement and the related loan documents, plus (ii) 80% of the value of all inventory (calculated at

the lower of cost or market on a basis consistent with the Company’s historical accounting practices) owned by the grantors under the ABL Credit Agreement and the related loan documents.

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

“ABL Facility Collateral Agent” means, at any time, the collateral agent under the ABL Facility at such time and its

successors and permitted assigns thereunder.

“ABL Facility Obligations” means the “Obligations” as defined

in the ABL Credit Agreement.

“ABL Intercreditor Agreement” means the ABL Intercreditor Agreement, dated as of the

Issue Date, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, by and among the Company, certain Subsidiaries of the Company, the Term Loan Credit Facility Collateral Agent, the

Notes Collateral Agent, each applicable Additional Debt Representative and the applicable ABL Facility Collateral Agent.

“ABL

Priority Collateral” has the meaning specified in the ABL Intercreditor Agreement.

“Acceptable Commitment”

has the meaning specified in Section 1017(b)(2) of this Indenture.

“ACH” means Automated Clearing House or any

successor thereto.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such

specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

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

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

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

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

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

“Additional Refinancing Amount” means, in connection with the refinancing of any Indebtedness, the aggregate principal

amount of additional Indebtedness incurred to pay: (1) accrued and unpaid interest on the Indebtedness being refinanced; (2) the increased principal amount of any Indebtedness being refinanced resulting from the in-kind payment of interest on such Indebtedness; (3) the aggregate amount of original issue discount on the Indebtedness being refinanced; (4) premiums (including tender premiums) and other costs

associated with the redemption, repurchase, retirement, discharge or defeasance of Indebtedness being refinanced; and (5) all fees and expenses (including underwriting discounts, commitment, ticking and similar fees, expenses and discounts)

associated with the repayment of the Indebtedness being refinanced and the incurrence of the Indebtedness incurred in connection with such refinancing.

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

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under

direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and

“under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the

ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” has the meaning specified in

Section 1013(a) of this Indenture.

“Agent” means any Registrar, Transfer Agent,

co-registrar, Paying Agent, or other agent appointed in accordance with this Indenture to perform any function that this Indenture authorized such agent to perform.

“Agreed Security Principles” means the principles governing the German Collateral following the Issue Date, as attached as

Exhibit C.

“Alternate Offer” has the meaning specified in Section 1016(f) of this Indenture.

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

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

“Applicable Calculation Date” means the applicable date of calculation for (i) the Consolidated First Lien Debt Ratio,

(ii) the Consolidated Secured Debt Ratio, (iii) the Consolidated Total Debt Ratio, (iv) the Fixed Charge Coverage Ratio or (v) EBITDA.

“Applicable Collateral Agent” means (i) until the earlier of (x) the payment in full of the Term Loan Credit

Facility Obligations and (y) the Non-Controlling Representative Enforcement Date, the Term Loan Credit Facility Collateral Agent and (ii) from and after the earlier of (x) the payment in full of

the Term Loan Credit Facility Obligations and (y) the Non-Controlling Representative Enforcement Date, the Major Non-Controlling Representative.

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“Applicable Measurement Period” means, as of any date of determination,

the most recently ended four fiscal quarters immediately preceding the Applicable Calculation Date for which internal financial statements are available.

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

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

(2) the excess, if any, of (A) the present value at such Redemption Date of (i) the Redemption Price (such redemption price being

set forth in the table appearing in Section 1101) of such Note at June 1, 2029, plus (ii) all required interest payments due on such note (excluding accrued but unpaid interest to the Redemption Date) through June 1, 2029,

computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (B) the principal amount of such Note.

Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that

such calculation or the verification of such calculation shall not be a duty or obligation of the Trustee.

“Applicable Premium

Deficit” has the meaning specified in Section 1304(1) of this Indenture.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or

assets (including by way of a Sale and Lease-Back Transaction or Division) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than preferred stock of Restricted Subsidiaries issued in

compliance with the covenant described under Section 1011), whether in a single transaction or a series of related transactions.

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

(A) any disposition of cash or Cash Equivalents or Investment Grade Securities or, excess, obsolete, damaged, unnecessary, unsuitable, non-core, surplus or worn out property, equipment or other assets in the ordinary course of business or any disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and

facility updates or any disposition of any inventory, immaterial assets or goods (or other assets) held for sale or no longer used in the ordinary course of business or any disposition resulting from the liquidation or dissolution of any Restricted

Subsidiary that is dormant or no longer used in the Issuer’s ordinary course of business to the extent made ratably in accordance with the relative equity interests held by, or capital accounts of, the owners thereof;

(B) the disposition of all or substantially all of the assets of the Issuer or any Guarantor in a manner permitted pursuant to or not

prohibited by the provisions described above under Section 801 or any disposition that constitutes or is made in connection with a Change of Control pursuant to this Indenture;

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

(D) any disposition of property or other assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or

series of related transactions with an aggregate Fair Market Value of less than the greater of (x) $90.0 million and (y) 15.0% of EBITDA for the Applicable Measurement Period;

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

Subsidiary to another Restricted Subsidiary;

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(F) to the extent allowable under Section 1031 of the Code, or any comparable or

successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(G) the lease, assignment,

sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

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

(I) foreclosures, condemnation, eminent domain, expropriation, forced dispositions, or any similar action with respect to assets or transfers

of any property that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement;

(J)

sales or discounts of accounts receivable, or participations therein, in connection with any Receivables Facility;

(K) any financing

transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this

Indenture;

(L) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other

litigation claims in the ordinary course of business;

(M) the sale, lease, assignment, license, sublease or discount of inventory,

equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection

or compromise thereof;

(N) the licensing or sub-licensing of intellectual property or other

general intangibles in the ordinary course of business;

(O) the unwinding of any Hedging Obligations;

(P) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary

buy/sell or put/call arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(Q) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith

determination of the Issuer are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole;

(R) the issuance of directors’ qualifying shares and shares issued to foreign nationals or other third parties as required by applicable

law;

(S) dispositions of assets (including, without limitation, quarries and vacant land) if such assets are not used or useful in the

core or principal business of the Issuer and its Restricted Subsidiaries (in the good faith determination of the Issuer, whose determination shall be conclusive);

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

(U) dispositions in connection with payments of insurance proceeds by reason of theft, loss, physical destruction or damage, taking or

similar event with respect to any property;

(V) dispositions made to obtain the approval of any antitrust authority or other regulatory

approval necessary to consummate an acquisition or similar Investment in the nature of an acquisition;

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(W) the write-off, discount, sale or other

disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business;

(X) [reserved];

(Y)

dispositions in connection with any Permitted Reorganization; and

(Z) transfers in connection with the Target Europe ABS Facility.

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

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

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

“Bankruptcy Law” means the Bankruptcy Code or any similar United States Federal or state law and the law of any other

jurisdiction relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Bankruptcy or Insolvency Case” means:

(1) any voluntary or involuntary case or proceeding under the Bankruptcy Code or other applicable bankruptcy or insolvency laws of another

jurisdiction with respect to the Issuer or any Guarantor;

(2) any other voluntary or involuntary insolvency, reorganization or bankruptcy

case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Issuer or any Guarantor or with respect to a material portion of its respective assets;

(3) any composition of liabilities or similar arrangement relating to the Issuer or any Guarantor, whether or not under a court’s

jurisdiction or supervision;

(4) any liquidation, dissolution, reorganization or winding up of the Issuer or any Guarantor, whether

voluntary or involuntary, whether or not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy; or

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

“BCA” means the Business Combination Agreement by and among the Company, BidCo and the Target, dated as of January 15,

2026, as amended from time to time.

“Becker Group” means Becker Stahl-Service GmbH, Becker Stainless GmbH,

Becker-Stainless Center GmbH, Becker Aluminium Service GmbH, Umformtechnik Stendal GmbH and Umformtechnik Stendal UTS s.r.o.

“Becker Sale” means, collectively, a sale or disposition, on or after the Control Date, of all or any portion of the equity

in or assets held by the Becker Group. For the avoidance of doubt, any Becker Sale shall constitute an Asset Sale and any proceeds received therefrom must be applied in accordance with Section 1017 of this Indenture.

“BidCo” means Worthington Steel GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung,

GmbH) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Stuttgart under HRB 801625 with its registered business address at

c/o Sitem Group, Graf-Zeppelin-Straße 29, 72202 Nagold, Germany.

“BidCo Guarantee Release Date” has the meaning

specified in Section 1208(1) of this Indenture.

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“BidCo Holdco” means Worthington Steel Holding GmbH, a German limited

liability company (Gesellschaft mit beschränkter Haftung, GmbH) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of

Frankfurt am Main under HRB 141756 with its registered business address at Friedrich-Ebert-Anlage 56, 60325 Frankfurt am Main.

“board of directors” means, for any Person, the board of directors or other governing body of such Person or, if such

Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on

behalf of such board of directors or other governing body.

“Board Resolution” means with respect to the Issuer, a duly

adopted resolution of the board of directors of the Issuer or any committee thereof.

“Borrowing Base” has the meaning

set forth in the ABL Credit Agreement.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however

designated) of corporate stock,

(3) in the case of a partnership or limited liability company, partnership or membership interests

(whether general or limited), and

(4) any other interest or participation that confers on a Person the right to receive a share of the

profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, with

respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be

classified and accounted for as capital leases on a balance sheet of such Person under GAAP as in effect prior to the implementation of ASC 842, and the amount of such obligations shall be the capitalized amount thereof accounted for as a liability

in accordance with GAAP as in effect prior to the implementation of ASC 842; provided that obligations under any lease that would have been accounted for as an operating lease under GAAP in effect prior to ASC 842 shall not constitute

Capitalized Lease Obligations.

“Cash Equivalents” means:

(1) United States dollars,

(2)

Canadian dollars,

(3) (A) euro, pounds sterling or any national currency of any participating member state in the European Union, or

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

(4) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, Canada, the Province of Ontario,

or any country that is a member state of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or

less from the date of acquisition,

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(5) certificates of deposit, time deposits and dollar time deposits with maturities of one

year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million in the

case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of foreign banks,

(6) repurchase obligations for underlying securities of the types described in clauses (4) and (5) entered into with any financial

institution meeting the qualifications specified in clause (5) above,

(7) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof,

(8) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from

another Rating Agency) and in each case maturing within 24 months after the date of creation thereof,

(9) investment funds investing

95% of their assets in securities of the types described in clauses (1) through (8) above and (10) through (14) below,

(10) direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing

authority thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition,

(11) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher

from Moody’s with maturities of 24 months or less from the date of acquisition,

(12) Investments with average maturities of

24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s,

(13) in the case of Investments by any Restricted Subsidiary that is a Foreign Subsidiary, Investments of comparable tenor and credit quality

to those described in the foregoing clauses (1) through (12) customarily utilized in countries in which such Foreign Subsidiary operates for short-term cash management purposes, and

(14) Indebtedness issued by Persons with a rating of “BBB-” or higher from S&P or

“Baa3” or higher from Moody’s with maturities of one year or less from the date of acquisition in an aggregate amount not to exceed $30.0 million at any time.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1)

through (3) above; provided that such amounts are converted into any currency listed in clauses (1) through (3) as promptly as practicable and in any event within ten (10) Business Days following the receipt of such

amounts.

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other

than an overnight overdraft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and

other accounts and merchant services.

“CFC” means a controlled foreign corporation within the meaning of

Section 957 of the Code.

“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the consummation of a transaction or series of transactions following which the Company becomes aware (by way of a report or any other

filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than the spouses,

siblings, descendants, spouses of any such siblings or descendants, trusts created exclusively for the benefit of such Persons, executors, administrators, guardians, or conservators of the estate of John H. McConnell, John P. McConnell, their

respective Affiliates and Associates (as defined in Rule 12b-2 under the Exchange Act), or a group which the foregoing are a principal participant, or any profit sharing, employee stock

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ownership or other employee benefit plan of the Issuer or any of its Subsidiaries or any trustee or fiduciary with respect to any such plan when acting in such capacity), becoming the

“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the

Voting Stock of the Company; or

(2) the merger or consolidation of the Company with or into another Person or the merger of another

Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction,

holders of securities that represented 100% of the Voting Stock of the Company immediately prior to the consummation of such transaction (or other securities into which such securities are converted as part of such merger or consolidation

transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction.

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

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

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

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

“Collateral” means all the “Collateral” (or equivalent term) as defined in any Collateral Document and

all other property that is subject or purported to be subject to any Lien in favor of the Notes Collateral Agent pursuant to any Collateral Document, including the German Collateral, but in any event excluding all Excluded Assets.

“Collateral Documents” means all security agreements (including the Notes Security Agreement and any intellectual property

security agreements), pledge agreements, control agreements, mortgages, collateral assignments, security deeds, deeds to secure debt, deeds of trust, collateral agency agreements, debentures or other instruments or other pledges, grants or transfers

for security or agreements related thereto executed and delivered by the Issuer or any Guarantor creating or perfecting (or purporting to create or perfect) a Lien upon Collateral (including, without limitation, financing statements under the UCC)

in favor of the Notes Collateral Agent on behalf of itself, the Trustee and the holders of the Notes to secure the Notes and the Guarantees, in each case, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from

time to time, in accordance with its terms and the provisions of Article Fourteen.

“Company” has the meaning set forth

in the preamble hereto.

“consolidated” or “Consolidated” means, with respect to any Person, such

Person on a consolidated basis in accordance with GAAP, but excluding from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Consolidated First Lien Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated First Lien

Indebtedness (minus Unrestricted Cash) on such date to (b) EBITDA of the Issuer for the Applicable Measurement Period ending on or immediately prior to such date, with such pro forma adjustments to Consolidated First Lien Indebtedness,

Unrestricted Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”; provided that the “Consolidated First Lien Debt

Ratio” shall be calculated excluding any Consolidated First Lien Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the

necessary funds for the payment, redemption or satisfaction of such Consolidated First Lien Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

“Consolidated First Lien Indebtedness” means, at any date of determination, (x) the aggregate amount of Consolidated

Total Indebtedness that, as of such date, is secured by a Lien on any assets or property of the Issuer or any of its Restricted Subsidiaries minus (y) any such Consolidated Total Indebtedness secured by Liens that are expressly

subordinated to the Liens securing the Notes (other than, in the case of this clause (y), Indebtedness under the ABL Facility or any replacement or refinancing thereof or any other Indebtedness secured on a pari passu basis with the ABL

Facility). Notwithstanding the foregoing, prior to the Control Date, Consolidated First Lien Indebtedness shall be calculated excluding the Target and its Subsidiaries.

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“Consolidated Interest Expense” means, with respect to any Person for any

period, determined on a consolidated basis, without duplication, for such Person in accordance with GAAP, interest expense (including, without limitation, interest expense attributable to Capitalized Lease Obligations and all net payment obligations

pursuant to Hedging Obligations), premium payments, debt discount, fees, charges and related expenses with respect to any and all Indebtedness of such Person for such period. Notwithstanding the foregoing, prior to the Control Date, Consolidated

Interest Expense shall be calculated excluding the Target and its Subsidiaries.

“Consolidated Net Income” means, for

any period, the net income (or loss) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis, without duplication, in accordance with GAAP; provided that in calculating Consolidated Net Income of the

Issuer and its Restricted Subsidiaries for any period, there shall be excluded: (a) the net income (or loss) of any Person (other than a Restricted Subsidiary which shall be subject to clause (c) below), in which the Issuer or any of its

Restricted Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Issuer or any of its Restricted Subsidiaries by dividend or other distribution during such period; (b) the net

income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Issuer or any of its Restricted Subsidiaries or is merged into or consolidated with the Issuer or any of its Restricted Subsidiaries or that

Person’s assets are acquired by the Issuer or any of its Restricted Subsidiaries except to the extent included pursuant to the foregoing clause (a); (c) the net income (if positive), of any Restricted Subsidiary to the extent that the

declaration or payment of dividends or similar distributions by such Restricted Subsidiary to the Issuer or any of its Restricted Subsidiaries of such net income (i) is not at the time permitted by operation of the terms of its charter or any

agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to the

extent of such prohibition or taxes; (d) extraordinary, unusual or non-recurring gains or losses, charges, costs and expenses, (e) (i) any write-off or

amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness, (ii) any impairment charges, write-offs or write-downs of any assets

and (iii) any amortization of intangible assets; (f) any unrealized or realized gain or loss resulting from fluctuations in currency values, foreign currency translation or foreign currency transactions (including currency re-measurements of any Indebtedness) and any related tax effects; (g) the cumulative effect of any change in accounting principles; (h) any gain or loss from Asset Sales during such period; (i) any

cancellation of debt income and any other gain or loss attributable to the early extinguishment of Indebtedness or Hedging Obligations; and (j) the purchase accounting effects of adjustments to inventory, property and equipment, software and

other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Issuer and its Subsidiaries), as a result of any consummated

acquisition whether consummated before or after the Issue Date, or the amortization or write-off of any amounts thereof. Notwithstanding the foregoing, prior to the Control Date, Consolidated Net Income shall

be calculated excluding the Target and its Subsidiaries.

Notwithstanding the foregoing, for the purpose of Section 1010 only (other

than clause (C)(5) of Section 1010(a)), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any

repurchases and redemptions of Restricted Investments from the Issuer and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any Restricted Subsidiary, any sale of the stock of

an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (C)(5) of

Section 1010(a).

“Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of

(a) Consolidated Total Indebtedness (minus Unrestricted Cash) that is secured by a Lien on any assets of the Issuer or any of its Restricted Subsidiaries on such date to (b) EBITDA of the Issuer for the Applicable Measurement Period ending

on or immediately prior to such date, with such pro forma adjustments to Consolidated Total Indebtedness, Unrestricted Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of

“Fixed Charge Coverage Ratio”; provided that the “Consolidated Secured Debt Ratio” shall be

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calculated excluding any Consolidated Total Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper Person

in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Total Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

“Consolidated Total Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total

Cash and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” (other than the first proviso to the first paragraph thereof); provided that

the “Consolidated Total Debt Ratio” shall be calculated excluding any Consolidated Total Indebtedness if, upon or prior to the maturity thereof, the Issuer or a Restricted Subsidiary thereof has irrevocably deposited with the proper

Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Total Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

“Consolidated Total Indebtedness” means, as of any date of determination with respect to the Issuer and its Restricted

Subsidiaries on a consolidated basis without duplication, the sum of (a) the outstanding principal amount of all indebtedness for borrowed money (including the Obligations under the Notes) and all obligations evidenced by bonds, debentures,

notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness and (c) all direct non-contingent obligations arising in connection with letters of credit (including standby

and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, in each case, that have been drawn and not reimbursed. Notwithstanding the foregoing, Consolidated Total Indebtedness shall be calculated excluding

(i) prior to the Control Date, the Target and its Subsidiaries (including the Target Europe ABS Facility) and (ii) intercompany Indebtedness owed by the Issuer or any of its Restricted Subsidiaries to the Issuer or any of its Restricted

Subsidiaries.

“Control Date” means the first date on which (x) the Merger

Squeeze-Out is effected or the Target is otherwise merged into BidCo, (y) the Conversion is effected or (z) the Domination Agreement becomes effective.

“Conversion” means, following a squeeze-out of minority shareholders in accordance

with Section 327a et seqq. of the German Stock Corporation Act (Aktiengesetz), the conversion of the Target into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH).

“Corporate Trust Office” means the corporate trust office of the Trustee, at which at any particular time its corporate

trust business in relation to this Indenture shall be administered, which office at the date of execution of this Indenture is located at 1 Columbus Circle, 4th Floor, Mail Stop: NYC01-0417, New

York, New York 10019, Attention: Trust and Securities Services, Worthington Steel, Inc. AA8992, Facsimile: (732) 578-4635 or such other address as the Trustee may designate from time to time.

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

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

“Credit Facilities” means, with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities,

including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including

any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or

credit facilities or commercial paper facilities that Refinance any part of the loans, notes or other securities, other credit facilities or commitments thereunder, including any such Refinancing facility or indenture that increases the amount

permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 1011) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether

by the same or any other agent, lender or group of lenders.

“Declined Proceeds” has the meaning specified in

Section 1017(d) of this Indenture.

“Default” means any event that is, or with the passage of time or the giving

of notice or both would be, an Event of Default.

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“Defaulted Interest” has the meaning specified in Section 307(b) of

this Indenture.

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or

delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or

not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Performance References.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant

to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on

such Designated Non-Cash Consideration.

“Designated Preferred Stock” means

preferred stock of the Issuer, any Restricted Subsidiary or any direct or indirect parent company of the Issuer (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock

ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or such parent

company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (C) of Section 1010(a).

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

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the

terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control, asset sale or casualty or

condemnation event, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control, asset sale or casualty or condemnation event, in whole or in part, in each

case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of future, present or former

employees, officers, directors, managers or consultants of the Issuer, any of its Restricted Subsidiaries or any direct or indirect parent company of the Issuer by any such plan to such employees, officers, directors, managers or consultants, or

their family members or former family members or the estates of any of the foregoing or the beneficiary of such estates or any other permitted transferees of any of the foregoing, such Capital Stock shall not constitute Disqualified Stock solely

because it may be required to be repurchased by the Issuer or its Restricted Subsidiaries or any direct or indirect parent company of the Issuer in order to satisfy applicable statutory or regulatory obligations.

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

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing

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

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any

portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division

shall be deemed a Division Successor upon the occurrence of such Division.

“Domestic Subsidiary” means, with respect

to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

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“Domination Agreement” means a domination agreement and profit loss

transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) (in the meaning of Section 291(1) of the German Stock Corporation Act) among BidCo as controlling entity and the Target as controlled entity.

“EBITDA” means, for any period, without duplication, Consolidated Net Income for such period, plus (a) the sum

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

(ii) Consolidated Interest Expense, (iii) amortization, depreciation and other non-cash charges (including non-cash deferred compensation expense), non-cash losses and non-cash items reducing Consolidated Net Income, (iv) Transaction Expenses and fees, costs and expenses incurred in connection with the Indenture, the

documentation governing any other Indebtedness, and in each case any amendments, modifications, supplements, consents or waivers thereto, (v) the amount of any restructuring charges or reserves or other business optimization expenses or

reserves (including those relating to severance, pension unwinding, relocation costs and one-time compensation charges, costs incurred in connection with any

non-recurring strategic initiatives or new initiatives, other business optimization expenses (including incentive costs and expenses relating to business optimization programs and signing, retention and

completion bonuses), costs and expenses relating to any entry into new markets or contracts, or new product developments or introductions or exiting a market, contract or product and any software or other intellectual property development costs and

expenses, any costs and expenses associated with new systems design, any implementation cost or expense, any lobbying costs or expenses, any project startup cost or expense, any transition cost or expense or cost or expense associated with

improvements to IT or accounting functions) and expected pro forma “run rate” cost savings, operational expense reductions, other operating improvements or synergies related to any acquisitions, mergers and other business combinations,

divestitures, restructurings, or other initiatives after the Issue Date (it being understood that, for the avoidance of doubt, “run rate” cost savings or other operating improvements and synergies shall include, in connection with the

Transactions, the elimination or reduction of costs related to duplicative public company expenses incurred by the Target, including financial reporting, compliance, directors’ or managers’ compensation, fees and expense reimbursement,

any charge relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees, and other

similar costs), in each case projected by the Issuer in good faith to be realized as the result of actions taken or with respect to which substantial steps have been taken (in the good faith determination of the Issuer) within 24 months after such

transaction or initiative is consummated, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount included pursuant to this clause (v) shall not exceed

25.0% of EBITDA (prior to giving effect to this clause (v)) and (vi) losses attributable to the Becker Group, minus (b) (i) interest income and (ii) non-cash

gains or non-cash items increasing Consolidated Net Income. EBITDA shall be calculated on a pro forma basis to give effect to (a) any acquisition by the Issuer or any of its Restricted Subsidiaries

consummated at any time on or after the first day of an Applicable Measurement Period as if such acquisition had been consummated on the first day of such Applicable Measurement Period and (b) any Disposition or discontinuance of operations by

the Issuer or any of its Restricted Subsidiaries consummated at any time on or after the first day of an Applicable Measurement Period as if such Disposition or discontinuance had been consummated on the first day of such Applicable Measurement

Period. Notwithstanding the foregoing, prior to the Control Date, EBITDA shall be calculated excluding the Target and its Subsidiaries.

“Equity Interest” means Capital Stock and all warrants, options or other rights, including, without limitation, restricted

stock, restricted stock units or performance units to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or preferred stock of the Company or any direct or

indirect parent company of the Company (excluding Disqualified Stock), other than:

(1) public offerings with respect to the

Company’s or any of its direct or indirect parent company’s common stock registered on Form S-4 or Form S-8;

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

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

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“euro” or “EUR” means the single currency of

participating member states of the Economic and Monetary Union of the European Union.

“Event of Default” has the

meaning specified in Section 501 of this Indenture.

“Excess Proceeds” has the meaning specified in

Section 1017(d) of this Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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

“Excluded Contribution” means net cash proceeds, the Fair Market Value of marketable securities or the Fair Market Value of

Qualified Proceeds received by the Company from:

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or

employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

each case designated as Excluded Contributions pursuant to an Officer’s Certificate of the Company within 180 days of the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are

excluded from the calculation set forth in clause (C) of Section 1010(a).

“Excluded Subsidiary” means any

Subsidiary (a) that is not a wholly owned Subsidiary, (b) that is Worthington Receivables Company, LLC, a Delaware limited liability company, (c) that is a CFC (or a direct or indirect Subsidiary thereof), (d) that owns, directly

or indirectly, no material assets other than Equity Interests of one or more “controlled foreign corporations” within the meaning of Section 957(a) of the Code (and any Subsidiary thereof), (e) with respect to which, in the

reasonable good faith determination of the Issuer, a Guarantee by such a Subsidiary would result in materially adverse tax consequences to the Issuer or any of its Subsidiaries, (f) that is not organized or formed under the laws of any state of

the United States of America or the District of Columbia, (g) that is a not-for-profit Subsidiary or a special purpose entity, (h) that is a special purpose

finance entity, (i) that is acquired and is prohibited by applicable law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such contractual prohibition was not entered into in contemplation of such

acquisition) from guaranteeing the Notes, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to provide a Guarantee of the Notes and such consent, approval, license or

authorization has not been received (it being agreed that the Issuer and the Guarantors have no obligation to obtain such consent, approval, license or authorization), (j) with respect to which, in the reasonable good faith judgment of the

Issuer, the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by Holders therefrom or (k) that is an Unrestricted Subsidiary; provided that (1) in no event

shall The Worthington Steel Company, LLC, BidCo Holdco or BidCo be an Excluded Subsidiary prior to the BidCo Guarantee Release Date and (2) notwithstanding anything to the contrary in this definition, the provisions under Section 1015 and

the definition of “Target Entities” shall solely govern with respect to the Target Entities.

“Existing

Indebtedness” means Indebtedness, Disqualified Stock or preferred stock of the Issuer or any Restricted Subsidiary in existence on the Issue Date, plus interest accruing (or the accretion of discount) thereon.

“Fair Market Value” means, with respect to any Investment, asset or property, the fair market value of such Investment,

asset or property, determined in good faith by senior management or the board of directors of the Issuer, whose determination will be conclusive for all purposes under this Indenture and the Notes.

“First Tier Foreign Subsidiary” means any Foreign Subsidiary that is a CFC and the Equity Interests of which are owned

directly by the Issuer or any Restricted Subsidiary.

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“Fitch” means Fitch Ratings or any of its successors or assigns that is a

nationally recognized statistical rating organization within the meaning of Rule 3(a)(62) under the Exchange Act.

“Fixed Charge

Coverage Ratio” means, with respect to any Person as of any Applicable Calculation Date, the ratio of (1) EBITDA of such Person for the Applicable Measurement Period to (2) the Fixed Charges of such Person for such Applicable

Measurement Period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of

the Applicable Measurement Period but on or prior to the Applicable Calculation Date, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or

extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock (in each case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning of the Applicable

Measurement Period; provided, however, that the pro forma calculation shall not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described in Section 1011(b) (other than Indebtedness

incurred pursuant to Section 1011(b)(14)); provided, further, that, for purposes of the calculation of the Fixed Charge Coverage Ratio, in connection with the incurrence of any Indebtedness pursuant to Section 1011(a) the Issuer may

elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness which is to be incurred, as being incurred as of the Applicable Calculation Date and any subsequent

incurrence of Indebtedness under such commitment that was so treated shall not be deemed, for purposes of this calculation, to be an incurrence of additional Indebtedness.

For purposes of calculating the Fixed Charge Coverage Ratio, Investments, acquisitions, dispositions, mergers, consolidations and discontinued

operations (as determined in accordance with GAAP) and any operational change, strategic or cost-saving initiative, business optimization initiative, purchasing improvement, restructuring or other initiative or action (each, an “Operational

Change”) that have been made by the Issuer or any Restricted Subsidiary during the Applicable Measurement Period or subsequent to such Applicable Measurement Period and on or prior to or simultaneously with the Applicable Calculation Date

shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the change in EBITDA

resulting therefrom) had occurred on the first day of the Applicable Measurement Period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the

Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that would have required adjustment pursuant to this

definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such Applicable Measurement Period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued

operation had occurred at the beginning of the Applicable Measurement Period; provided that, at the Issuer’s election, any such Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation having

an aggregate value of less than $15,000,000 shall not be required to be calculated on a pro forma basis.

For purposes of this definition,

whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt and without duplication but

subject to the first sentence of the definition of “EBITDA”, the amount of “run rate” cost savings, operating expense reductions and synergies resulting from such Investment, acquisition, merger or consolidation or

Operational Change which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated

as if the rate in effect on the Applicable Calculation Date had been the applicable rate for the entire period (taking into account for such entire period, any Hedging Obligation applicable to such Indebtedness with a remaining term of 12 months or

longer, and in the case of any Hedging Obligation applicable to such Indebtedness with a remaining term of less than 12 months, taking into account such Hedging Obligation to the extent of its remaining term). Interest on a Capitalized Lease

Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For

purposes of making the computation referred to above, interest on any Indebtedness under revolving credit facilities computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable

period; or, if lower, the maximum commitments under such revolving credit facilities as of the

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Applicable Calculation Date. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate,

or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

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

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

(2) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated

Preferred Stock) of such Person made during such period, and

(3) all cash dividend payments (excluding items eliminated in consolidation)

on any series of Disqualified Stock made during such period.

Notwithstanding the foregoing, prior to the Control Date, Fixed Charges shall be calculated

excluding the Target and its Subsidiaries.

“Foreign Subsidiary” means, with respect to any Person, any Restricted

Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“FSHCO” means (i) any Domestic Subsidiary that has no material assets other than equity interests (or equity interests

and indebtedness) of one or more Foreign Subsidiaries that are CFCs and (ii) any Domestic Subsidiary that has no material assets other than equity interests (or equity interests and indebtedness) of one or more Foreign Subsidiaries that are

CFCs and/or, directly or indirectly, in one or more other entities described in clause (i) of this definition.

“Funding

Guarantor” has the meaning specified in Section 1205 of this Indenture.

“GAAP” means generally accepted

accounting principles in the United States which were in effect on the Issue Date; provided that all accounting terms and financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this

Indenture with respect to Klöckner and its Subsidiaries shall be prepared in accordance with International Financial Reporting Standards (“IFRS”), applied on a consistent basis, until the Issuer elects to transition such

reporting to GAAP. At any time after the Issue Date, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP and GAAP concepts shall thereafter be construed to refer to IFRS and

corresponding IFRS concepts (except as otherwise provided in this Indenture); provided that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the

Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Issuer shall give written notice of any such election made in accordance with this definition to the Trustee and the Holders. For

the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness.

“German Collateral” means, subject to the Agreed Security Principles, (i) the shares held by BidCo in the Target,

(ii) (x) the shares held by any Guarantor in BidCo Holdco and (y) the shares held by BidCo Holdco in BidCo and (iii) solely to the extent that BidCo Holdco and/or BidCo are Guarantors and the BidCo Guarantee Release Date has not

occurred, a collateral assignment of any structural intra-group loans and a pledge over material bank accounts of each of BidCo and BidCo Holdco; provided that, as BidCo acquires additional shares in the Target, the percentage of equity interests of

BidCo Holdco, BidCo and the Target constituting German Collateral (and Collateral) shall each be automatically reduced, such that in no event shall more than 65% of the equity interests of the Target (and corresponding percentages of the equity

interests of BidCo Holdco and of BidCo) be German Collateral (or Collateral).

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“Government Securities” means direct obligations of, or obligations

guaranteed by, the United States, Canada, the Province of Ontario, a member state of the European Union or any agency or instrumentality thereof, and the payment for which such government pledges its full faith and credit, and shall also include a

depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal or interest on any such Government Securities held by such

custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any

amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of

business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations; provided that the term “guarantee” shall not

include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees.

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

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

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap

agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement or arrangement providing

for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

“Holder” means a holder of the Notes.

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

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

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

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

“Indebtedness” means, with respect to any Person, without duplication, (a) its liabilities for borrowed money

determined in accordance with GAAP; (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable and other accrued liabilities arising in the ordinary course of business but including all

liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (c) its Capitalized Lease Obligations; (d) all liabilities for borrowed money secured by any Lien with respect to

any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn),

bankers’ acceptances and similar obligations issued for the account of such Person; (f) all Hedging Obligations of such Person; and (g) any guarantee by such Person of liabilities of another Person of a type described in any of

clauses (a) through (f) hereof. Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof

notwithstanding that any such obligation is deemed to be extinguished under GAAP. For further certainty, obligations of the Issuer and its Restricted Subsidiaries as lessee in respect of operating leases (including “leveraged leases” and

“synthetic leases” that are accounted for as operating leases) under GAAP shall not constitute “Indebtedness” and obligations of the Issuer and its Subsidiaries in respect of intercompany expenses, billings and other charges

between and among the Issuer and its Subsidiaries consistent with their historical business practices shall not constitute “Indebtedness”.

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

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“Indenture” means this instrument as originally executed and as it may

from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in

Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

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

“Initial Purchasers” means Wells Fargo Securities, LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, KeyBanc

Capital Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc.

“Intercreditor

Agreements” means (i) the ABL Intercreditor Agreement and (ii) the Pari Passu Intercreditor Agreement and, in each case, any amendments, modifications, renewals, restatements, supplementations or replacements, in whole or part,

from time to time, in accordance with their respective terms.

“Interest Payment Date” means the Stated Maturity of an

installment of interest on the Notes.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the

equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof

(other than Cash Equivalents),

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities

or instruments constituting loans or advances among the Issuer and its Subsidiaries,

(3) investments in any fund that invests exclusively

in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution, and

(4) corresponding instruments in countries other than the United States customarily utilized for

high-quality investments.

“Investments” means, with respect to any Person, all

investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar

advances to officers, directors and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments

that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other

property; provided that the term “Investment” shall not include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees. For purposes of the definition of “Unrestricted

Subsidiary” and Section 1010:

(1) “Investments” shall include the portion (proportionate to the Issuer’s

Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a

Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to

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

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(B) the portion (proportionate to the Issuer’s Equity Interest in such

Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property

transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

The amount of

any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in

respect of such Investment.

“Issue Date” means June 1, 2026.

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

“Issuer Request” or “Issuer Order” means a written request or order signed in the name of the Issuer by

an Officer of the Issuer, and delivered to the Trustee.

“Klöckner Shareholder Loan” means the Shareholder RCF

Agreement, dated as of May 8, 2026, between the Company, as lender, and Klöckner, as borrower, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time in any manner not

materially adverse to the Holders (as determined by the Issuer in good faith).

“Legal Defeasance” has the meaning

specified in Section 1302 of this Indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which

commercial banking institutions are not required to be open in the State of New York or, with respect to payments, in the place of payment.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference,

priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option

or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an

operating lease be deemed to constitute a Lien.

“Limited Condition Acquisition” means any acquisition or any other

Investment, including by way of merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing;

provided that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income

of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

“Limited Condition Transaction” means any (a) Limited Condition Acquisition or (b) any redemption, purchase,

repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness or the making of any Restricted Payment, in each case, by one or more of the Issuer and its Restricted Subsidiaries requiring irrevocable notice in advance of such

redemption, purchase, repurchase, defeasance, satisfaction and discharge, repayment or Restricted Payment.

“Long Derivative

Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the

value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

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“Long Stop Date” means 11:59 p.m., New York City time, on March 12,

2027; provided that, if the Offer has not yet been terminated or expired and neither the Company nor BidCo has publicly announced that the Acquisition will not be consummated, in each case on or prior to such date and time, “Long Stop

Date” shall instead mean 11:59 p.m., New York City time, on the date that is ten (10) Business Days after March 12, 2027.

“Major Non-Controlling Representative” means the Parity Lien Representative of the

series of Parity Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding series of Parity Lien Obligations (provided, however, that if there are two outstanding series of Parity Lien Obligations which have

an equal outstanding principal amount, the series of Parity Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition). For purposes of this definition,

“principal amount” shall be deemed to include the face amount of any outstanding letter of credit issued under the particular series of Parity Lien Obligations.

“Maturity” when used with respect to any Note, means the date on which the principal of such Note or an installment of

principal becomes due and payable as therein or herein provided, whether at its Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

“Merger Squeeze-Out” means a squeeze-out of

any minority shareholders of the Target in accordance with Section 62 of the German Transformation Act (Umwandlungsgesetz, UmwG) in conjunction with Section 327a et seqq. of the German Stock Corporation Act (Aktiengesetz).

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its

successors.

“Net Proceeds” means the aggregate cash proceeds and the Fair Market Value of any Cash Equivalents

received by the Issuer or a Restricted Subsidiary in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset

Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting, consulting and investment banking fees, payments to

obtain consents and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including survey costs, title and recordation expenses, transaction taxes paid or payable as a result thereof

(including in connection with any repatriation of funds and after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and

interest on Senior Indebtedness or Indebtedness of any Restricted Subsidiary required (other than pursuant to Section 1017(b)(1)) to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in

connection with such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such

transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities

related to environmental matters or against any indemnification obligations associated with such transaction.

“Net

Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long

Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to

have occurred with respect to the Issuer or any Guarantor immediately prior to such date of determination.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Register”

and “Registrar” have the respective meanings specified in Section 302.

“Noteholder Direction”

has the meaning specified in Section 502(c) of this Indenture.

“Notes” has the meaning stated in the first

recital of this Indenture and more particularly means any Notes authenticated and delivered under this Indenture, including the Initial Notes and the Additional Notes, all of which shall be treated as a single class for all purposes of this

Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes; provided that Additional Notes will not be issued with the same CUSIP, if any, as Initial Notes unless

such Additional Notes are fungible with Initial Notes for U.S. Federal income tax purposes.

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“Notes Collateral Agent” means Deutsche Bank Trust Company Americas, in

its capacity as notes collateral agent, until a successor replaces it and, thereafter, means the successor.

“Notes Security

Agreement” means that certain Notes Security Agreement, dated as of the date hereof, by and among the Issuer, the Guarantors party thereto and the Notes Collateral Agent, as amended, modified, renewed, restated, supplemented or replaced,

in whole or in part, from time to time, in accordance with its terms and the terms of this Indenture.

“Obligations”

means any principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such

principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness; provided that notwithstanding the foregoing, Obligations shall be deemed not to

include unmatured or undrawn Performance Guarantees or any reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees.

“Offer” means the voluntary public takeover offer (Übernahmeangebot) by BidCo in accordance with the German

Securities Acquisition and Takeover Code (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) for the acquisition of up to 100% (but not less than 57.5% (when aggregated with the shares acquired by BidCo or any

person acting jointly with BidCo within the meaning of Section 2 para. 5 WpÜG outside of the Offer)) of the outstanding ordinary shares of the Target.

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

“Offering Memorandum” means the confidential offering memorandum, dated May 28, 2026, pursuant to which the Initial

Notes were offered to potential purchasers.

“Officer” means the Chairman of the Board, any Manager or Director, the

Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Chief Accounting Officer, the Controller or the Secretary of the Issuer or any other

Person, as the case may be.

“Officer’s Certificate” means a certificate signed by an Officer of the Issuer or

any other Person, as the case may be, who must be a Manager or Director, the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer (or of a Subsidiary of the Issuer acting in

such capacity for the Issuer and its Subsidiaries, as determined by the Issuer) or such other Person, that meets the requirements set forth in this Indenture.

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

“Opinion of Counsel” means a written opinion acceptable to the Trustee or the Notes Collateral Agent, as applicable, from

legal counsel (which may be subject to customary assumptions and exclusions). The counsel may be an employee of or counsel to the Issuer, or other counsel, which is reasonably acceptable to the Trustee or the Notes Collateral Agent, as applicable.

“Outstanding,” when used with respect to Notes, means, as of the date of determination, all Notes theretofore

authenticated and delivered under this Indenture, except:

(1) Notes theretofore cancelled by the Trustee or delivered to the Trustee for

cancellation;

(2) Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore

deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to

be redeemed, written notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

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(3) Notes, except to the extent provided in Sections 1302 and 1303, with respect to which

the Issuer has effected Legal Defeasance or Covenant Defeasance as provided in Article Thirteen; and

(4) Notes which have been paid

pursuant to this Indenture or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof

satisfactory to it that such Notes are held by a Protected Purchaser in whose hands the Notes are valid obligations of the Issuer;

provided that, in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request,

demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 316, Notes owned by the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or

such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice,

consent or waiver, only Notes which a Responsible Officer of the Trustee is notified in writing to be so owned shall be so disregarded.

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

“Pari Passu Intercreditor Agreement” means that certain equal priority intercreditor agreement, to be entered into on the

Issue Date, by and among the Term Loan Credit Facility Collateral Agent, as initial first lien representative and initial first lien collateral agent, the Trustee, as initial other representative, the Notes Collateral Agent, as initial other

collateral agent, the Issuer and the Worthington Guarantors, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from time to time, in accordance with its terms.

“Parity Lien” means a Lien granted to the Notes Collateral Agent or other Parity Lien Representative under any Parity Lien

Indebtedness for the benefit of the holders thereof, at any time, upon the Collateral to secure Parity Lien Obligations.

“Parity

Lien Indebtedness” means:

(1)

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

(2)

Indebtedness incurred by the Issuer or any of the Guarantors under the Term Loan Credit Facility that is

intended by the Issuer to be secured equally and ratably with the Indebtedness represented by the Notes initially issued by the Issuer under this Indenture by a Parity Lien that is permitted to be incurred and/or secured by a Parity Lien under this

Indenture; and

(3)

any other Indebtedness of the Issuer or any Guarantor (including Additional Notes) that is intended by the

Issuer to be secured equally and ratably with the Parity Lien Obligations by a Parity Lien that is permitted to be incurred and secured by a Parity Lien under this Indenture; provided that in the case of any Indebtedness referred to in this clause

(3):

such Indebtedness (i) is in replacement of any Indebtedness referred to in clauses (1) or (2) above

in accordance with the terms and conditions of the Pari Passu Intercreditor Agreement or (ii) constitutes “Additional First Lien Debt” under the Pari Passu Intercreditor Agreement designated by the Issuer, in accordance with the

terms and conditions of the Pari Passu Intercreditor Agreement; and

the Parity Lien Representative of such Indebtedness becomes a party to the Pari Passu Intercreditor Agreement

in accordance with the terms thereof.

“Parity Lien Obligations” means Parity Lien Indebtedness and

all other Obligations in respect thereof.

“Parity Lien Representative” means (1) the Trustee, in the case of the

Notes, (2) the administrative agent under the Term Loan Credit Facility, in the case of the Term Loan Credit Facility, and (3) in the case of any other series of Parity Lien Indebtedness, the Person serving as administrative agent, trustee

or in a similar capacity for such series of Parity Lien Indebtedness who is appointed as a representative of such series of Parity Lien Indebtedness pursuant to the indenture, credit agreement or other agreement governing such series of Parity Lien

Indebtedness and becomes a party to the Pari Passu Intercreditor Agreement in accordance with the terms thereof.

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“Performance Guarantee” of any Person means (a) any letter of

credit, bankers’ acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of such Person to support only trade payables or non-financial performance

obligations of such Person, (b) any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee or other similar obligation issued for the account of such Person to support any letter of credit, bankers acceptance,

surety bond, performance bond, bank guarantee or other similar obligation issued for the account of a Restricted Subsidiary, a joint venture or a consortium of such Person to support only trade payables or

non-financial performance obligations of such Restricted Subsidiary, joint venture or consortium and (c) any parent company guarantee or other direct or indirect liability, contingent or otherwise, of

such Person with respect to trade payables or non-financial performance obligations of a Restricted Subsidiary, a joint venture or a consortium of such Person, if the purpose of such Person in incurring such

liability is to provide assurance to the obligee that such contractual obligation will be performed, or that any agreement relating thereto will be complied with.

“Paying Agent” means any Person (including the Issuer acting as Paying Agent) authorized by the Issuer to pay the principal

of (and premium, if any) or interest on any Notes on behalf of the Issuer. The Issuer initially appoints Deutsche Bank Trust Company Americas as Paying Agent.

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

“Permitted Asset Swap” means any like-kind exchange under Section 1031 of the Code and any other substantially

concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Cash

Equivalents received must be applied in accordance with Section 1017.

“Permitted Intercompany Activities” means

any transactions between or among the Issuer and/or its Restricted Subsidiaries that are entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries and, in the good faith judgment of the Issuer are necessary or

advisable in connection with the ownership or operation of the business of the Issuer and its Restricted Subsidiaries, including (a) payroll, cash management, purchasing, insurance and hedging arrangements and (b) management, technology

and licensing arrangements.

“Permitted Investments” means:

(a) any Investment in the Issuer or any of its Restricted Subsidiaries, and any Investment in a Person as a result of which such Person becomes

a Restricted Subsidiary;

(b) any Investment in cash, Cash Equivalents or Investment Grade Securities;

(c) any Investment in securities or other assets (including earn-outs and seller notes) not constituting cash, Cash Equivalents or Investment

Grade Securities and received in connection with an Asset Sale made pursuant to Section 1017, or any other disposition of assets not constituting an Asset Sale;

(d) any Investment existing on the Issue Date or made pursuant to legally binding commitments in existence on the Issue Date, and any

Investment of the Target and its Subsidiaries existing on the Control Date or made pursuant to legally binding commitments in existence on the Control Date, and any extension, modification or renewal of such existing Investments or binding

commitment existing on the Issue Date or, in the case of the Target and its Subsidiaries, the Control Date, as applicable;

(e) Hedging

Obligations permitted under Section 1011(b)(10);

(f) any Investment in a Similar Business having an aggregate Fair Market Value,

taken together with all other Investments made pursuant to this clause (f) that are at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 12.5% of EBITDA for the Applicable Measurement Period at the time of such

Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any returns (including dividends, payments, interest, distributions, returns of

principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without

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duplication for purposes of any amounts applied pursuant to clause (C) of Section 1010(a); provided, however, that if any Investment pursuant to this clause (f) is made in any

Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to

clause (a) above and shall cease to have been made pursuant to this clause (f) for so long as such Person continues to be a Restricted Subsidiary;

(g) Investments the payment for which consists of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer

(exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (C) of Section 1010(a);

(h) guarantees of Indebtedness permitted under Section 1011;

(i) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 1013(b) (except

transactions described in Section 1013(b) clauses (2), (5), (9), and (15));

(j) Investments consisting of purchases and

acquisitions of inventory, supplies, material or equipment, or other similar assets in the ordinary course of business, or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(k) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this

clause (k) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of

(x) $240.0 million and (y) 40.0% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent

changes in value) plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments (without duplication for purposes

of any amounts applied pursuant to clause (C) of Section 1010(a)); provided, however, that if any Investment pursuant to this clause (k) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making

of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause (k) for

so long as such Person continues to be a Restricted Subsidiary;

(l) Investments in or relating to any Receivables Subsidiary that, in the

good faith determination of the Issuer, are necessary or advisable to effect such Receivables Facility or any repurchases in connection therewith;

(m) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in

connection with the cash management operations of the Issuer and its Subsidiaries;

(n) pledges or deposits with respect to leases or

utilities provided to third parties in the ordinary course of business;

(o) Investments in joint ventures having an aggregate Fair Market

Value, taken together with all other Investments made pursuant to this clause (o), that are at that time outstanding, not to exceed the greater of (x) $150.0 million and (y) 25.0% of EBITDA for the Applicable Measurement Period at the time of

such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(p) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to

this clause (p) that are at that time outstanding, not to exceed the greater of (x) $60.0 million and (y) 10.0% of EBITDA for the Applicable Measurement Period at the time of such Investment (with the Fair Market Value of each

Investment being measured at the time made and without giving effect to subsequent changes in value);

(q) the acquisition of assets or

Capital Stock solely in exchange for the issuance of common equity securities of the Issuer;

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(r) Investments in respect of, including by way of contribution to, any employee benefit

plan or arrangement (including pension and retirement plans);

(s) any Investment; provided that on a pro forma basis after giving effect

to such Investment (x) the Consolidated Total Debt Ratio would be equal to or less than 3.05 to 1.00 and (y) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(t) Investments in the form of loans and advances to officers, directors and employees in the ordinary course of business having an aggregate

Fair Market Value, taken together with all other Investments made pursuant to this clause (t) that are at that time outstanding, not to exceed the greater of (x) $45.0 million and (y) 7.5% of EBITDA for the Applicable Measurement Period at

the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value; determined without regard to any write-downs or write-offs of such loans or

advances;

(u) (i) any Investment (including, for the avoidance of doubt, joint ventures) held by any Person acquired by, or merged into

or consolidated or amalgamated with, the Issuer or any Restricted Subsidiary after the Issue Date, in each case pursuant to an acquisition permitted herein or similar Investment in the nature of an acquisition after the Issue Date to the extent that

such Investments, or legally binding agreements to make such Investments, of such Person were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on, or were made pursuant

to legally binding commitments in existence on, the date of such acquisition, merger, amalgamation or consolidation and (ii) any Investment by the Target and its Subsidiaries prior to the Control Date to the extent not prohibited by the BCA or

the Offer Document;

(v) Investments by the Company or any Subsidiary thereof in the form of acquisitions of Equity Interests of the

Target in connection with the Transactions (including any acquisition of Target Equity Interests pursuant to the provisions of the Domination Agreement);

(w) intercompany Investments in the Target and its Foreign Subsidiaries if Indebtedness and/or commitments under the Target Europe ABS

Facility or the Target German Syndicated Loan, in each case, existing immediately prior to the Control Date is terminated in an aggregate amount not to exceed the amount of Indebtedness and/or commitments terminated (including, for the avoidance of

doubt, any partial termination of such Indebtedness and/or commitments);

(x) extension of trade credit by the Issuer or any Restricted

Subsidiary to its customer(s) on usual and customary terms, in the ordinary course of business in connection with a sale of inventory or rendition of services, in each case on open account terms;

(y) Investments in any special purpose entity formed solely for the purpose of incurring Indebtedness permitted hereunder, the proceeds of

which will be placed in escrow pending the use of such proceeds to effect transactions permitted by the Indenture, in the form of cash or Cash Equivalents to be applied to the payment of (or held for future payment of) interest and/or premiums with

respect to Indebtedness incurred by such entity;

(z) Investments pursuant to the Klöckner Shareholder Loan in an aggregate

outstanding principal amount not to exceed EUR 200,000,000;

(aa) Investments (including debt obligations) received in the ordinary course

of business by the Issuer or any Restricted Subsidiary in connection with the bankruptcy or reorganization of suppliers, customers and other Persons and in settlement of delinquent obligations of, and other disputes with, suppliers, customers and

other Persons arising out of the ordinary course of business;

(bb) Investments consisting of (i) accounts receivable incurred in the

ordinary course of business and consistent with past practice, (ii) negotiable instruments held for collection in the ordinary course of business and consistent with past practice, (iii) lease, utility and other similar deposits in the

ordinary course of business, (iv) securities of trade creditors or customers that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency

of such trade creditors or customers and (v) non-cash consideration received in connection with Asset Sales; and

(cc) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and

Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices.

“Permitted

Liens” means, with respect to any Person:

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(1) pledges, deposits or security by such Person under workmen’s compensation laws,

unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles,

self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance

carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or

statutory obligations of such Person or deposits to secure surety, stay, customs, appeal or similar bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return-of-money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to

secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;

(2) Liens imposed by law

or regulation, such as carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanics’, contractors’, architects’, landlords’ and other similar Liens, in each case for sums not yet overdue for a

period of more than 45 days or being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other

proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP (as determined by the Issuer in good faith);

(3) Liens for taxes, assessments or other governmental charges not yet overdue (taking into account any grace period) for a period of more

than 60 days or that are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP (as determined by the Issuer in

good faith), or for property taxes on property the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or completion guarantees, or

with respect to letters of credit or bankers’ acceptances issued for the benefit of such issuers, in each case in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning,

building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the

ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such

Person;

(6) Liens securing Obligations relating to Indebtedness permitted to be incurred pursuant to Section 1011(b)(1), (2), (4),

(12), (14), (17), (18), (23) or (25); provided that, (x) in the case of Section 1011(b)(4), such Lien may not extend to any property or equipment other than the property or equipment being financed or Refinanced under such

Section 1011(b)(4) (or assets affixed or appurtenant thereto), (y) in the case of Section 1011(b)(18), such Lien may not extend to any assets other than the assets owned by the Restricted Subsidiaries incurring such Indebtedness and

(z) in the case of Section 1011(b)(23), such Lien may not extend to any assets other than the assets owned by the Foreign Subsidiaries incurring such Indebtedness;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided such Liens are not created

or incurred in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

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(9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the

property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition,

merger or consolidation; provided, further, that the Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary

permitted to be incurred in accordance with Section 1011 hereof;

(11) Liens securing Hedging Obligations and arising in relation to

Cash Management Services so long as the related Indebtedness is, and is permitted under this Indenture to be, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of

accounts payable or bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses (including, without limitation, real property and intellectual property) granted to others in

the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any Restricted Subsidiary and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases or consignments

entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(15) Liens in favor of the Issuer or any

Guarantor;

(16) Liens on inventory or equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to

the Issuer’s or such Restricted Subsidiaries’ customer or client at which such inventory or equipment is located;

(17) Liens

on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing,

refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6) (solely with respect to Liens

securing Indebtedness permitted to be incurred pursuant to clause (2), (12), (14), (17), (18), (23) or (25) of Sections 1011(b)), (7), (8), (9), (10), (18), (20) and (54) of this definition of “Permitted Liens”;

provided that (A) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus accessions, additions and improvements on such property), and (B) the Indebtedness secured by such Lien at

such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6) (solely with respect to Liens securing Indebtedness

permitted to be incurred pursuant to clause (2), (12), (14), (17), (18), (23) or (25) of Sections 1011(b)), (7), (8), (9), (10), (18), (20) and (54) at the time the original Lien became a Permitted Lien under this Indenture, and

(ii) an amount necessary to pay any fees and expenses, including premiums, and accrued and unpaid interest related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided to secure liabilities to insurance carriers under insurance or

self-insurance arrangements in the ordinary course of business;

(20) Liens to secure Indebtedness

incurred pursuant to the covenant described under Section 1011; provided that (x) if such Indebtedness is secured by the Collateral on a pari passu basis (without giving effect to the control of remedies) with the Liens

securing the Notes, the Consolidated First Lien Debt Ratio, calculated on a pro forma basis after giving effect to the incurrence of such Lien, the related Indebtedness and the application of net proceeds therefrom, would be no greater than

2.70 to 1.00 (or, to the extent the proceeds of the related Indebtedness will be used to finance an Investment in the nature of an acquisition permitted under the Indenture, the greater of

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2.70 to 1.00 and the Consolidated First Lien Debt Ratio immediately prior to giving effect to the consummation of such Investment on a pro forma basis), (y) if such Indebtedness is secured on a

junior lien basis with the Liens securing the Notes, the Consolidated Secured Debt Ratio, calculated on a pro forma basis after giving effect to the incurrence of such Lien, the related Indebtedness and the application of net proceeds

therefrom, would be no greater than 3.20 to 1.00 (or, to the extent the proceeds of the related Indebtedness will be used to finance an Investment in the nature of an acquisition permitted under the Indenture, the greater of 3.20 to 1.00 and the

Consolidated Secured Debt Ratio immediately prior to giving effect to the consummation of such Investment on a pro forma basis), and (z) if such Indebtedness is secured by assets not constituting the Collateral, the Consolidated Total Debt

Ratio, calculated on a pro forma basis after giving effect to the incurrence of such Lien, the related Indebtedness and the application of net proceeds therefrom, would be no greater than 4.05 to 1.00 (or, to the extent the proceeds of the

related Indebtedness will be used to finance an Investment in the nature of an acquisition permitted under the Indenture, the greater of 4.05 to 1.00 and the Consolidated Total Debt Ratio immediately prior to giving effect to the consummation of

such Investment on a pro forma basis); provided, further, that, if such Liens are incurred on the Collateral, such Liens shall be subject to the Pari Passu Intercreditor Agreement and/or any other intercreditor arrangements, as

applicable;

(21) other Liens securing obligations which obligations at any one time outstanding do not exceed the greater of (x)

$300.0 million and (y) 50.0% of EBITDA for the Applicable Measurement Period at the time of incurrence;

(22) Liens securing

judgments for the payment of money not constituting an Event of Default under Section 501(5);

(23) Liens in favor of customs and

revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(24) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial

Code or any comparable or successor provision on items in the course of collection, (ii) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor

of banking or other financial institutions or electronic payment service providers arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking or finance

industry;

(25) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 1011;

provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(26)

Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(27) Liens that are statutory, common law or contractual rights of set-off (i) relating to any

depository bank with respect to any deposit account of the Issuer or any of its Restricted Subsidiaries, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft

or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted

Subsidiaries in the ordinary course of business;

(28) Liens solely on any cash earnest money deposits made by the Issuer or any of its

Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;

(29) the rights

reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit,

or to require annual or periodic payments as a condition to the continuance thereof;

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(30) restrictive covenants affecting the use to which real property may be put;

provided that the covenants are complied with;

(31) security given to a public utility or any municipality or governmental

authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(32) zoning by-laws and other land use restrictions, including, without limitation, site plan

agreements, development agreements and contract zoning agreements;

(33) Liens arising out of conditional sale, title retention, extended

retention of title (verlängerter Eigentumsvorbehalt), consignment or similar arrangements for sale of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(34) any Lien granted pursuant to a security agreement between the Issuer or any Restricted Subsidiary and a licensee of their intellectual

property to secure the damages, if any, of such licensee resulting from the rejection by the Issuer or such Restricted Subsidiary of such licensee in a bankruptcy, reorganization or similar proceeding with respect to the Issuer or such Restricted

Subsidiary; provided that such Liens do not cover any assets other than the intellectual property subject to such license;

(35)

Liens on the Equity Interests of Unrestricted Subsidiaries;

(36) any encumbrance or restriction (including put and call arrangements)

with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(37) Liens

on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by this Indenture;

(38) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any

developer, landlord or other third party on property over which the Issuer or any Restricted Subsidiary of the Issuer has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any

condemnation or eminent domain proceedings affecting any real property;

(39) Liens on property or assets under construction (and related

rights) in favor of a contractor or developer arising from progress or partial payments by a third party relating to such property or assets;

(40) Liens arising as a result of a Sale and Lease-Back Transaction;

(41) Liens on equipment, inventory and goods, including supplies, materials and work in process, created in the ordinary course of business in

favor of a governmental entity by operation of the Federal Acquisition Regulation, any amendments, supplements or updates thereto and any similar laws, in connection with the performance by the Issuer and its Subsidiaries of contracts with a

governmental entity;

(42) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in

respect of the disposition of such assets;

(43) Liens on property necessary to defease Indebtedness that was not incurred in violation of

this Indenture;

(44) security given to a public utility or any municipality or governmental authority when required by such utility or

authority in connection with the operations of that Person in the ordinary course of business;

(45) ground leases in respect of real

property on which facilities owned or leased by the Issuer or any of its Subsidiaries are located;

(46) Liens on insurance policies and

the proceeds thereof securing the financing of the premiums with respect thereto;

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(47) possessory Liens in favor of brokers and dealers arising in connection with the

acquisition or disposition of Investments permitted by the Indenture; provided that such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course and arising in connection with the

acquisition or disposition of such Investments and not any obligation in connection with margin financing or otherwise;

(48) Liens

arising in connection with Permitted Receivables Transactions or any supply chain financing arrangement entered into in the ordinary course of business;

(49) Liens on cash advances or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted under this

Indenture to be applied against the purchase price for such Investment;

(50) any interest or title of a lessor, sub-lessor, franchisor, licensor or sub-licensor or secured by a lessor’s, sub-lessor’s, franchisor’s,

licensor’s or sub-licensor’s interest under leases or licenses entered into by the Issuer or any of the Restricted Subsidiaries in the ordinary course of business;

(51) deposits of cash with the owner or lessor of premises leased and operated by the Issuer or any of its Subsidiaries in the ordinary course

of business of the Issuer and such Subsidiary to secure the performance of the Issuer’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(52) Liens on notes or accounts receivable sold by the Issuer or any Restricted Subsidiary (or any related security, collections or proceeds

with respect thereto or, if applicable, any segregated bank account established for the purpose of holding, among other things, collections and proceeds with respect to such accounts receivable), incurred pursuant to Permitted Receivables

Transactions; provided, that the unpaid principal amount of Indebtedness or other obligations secured by such Liens shall not exceed the greater of (x) $90.0 million and (y) 15.0% of EBITDA for the Applicable Measurement Period at any

time outstanding;

(53) Liens required to be granted under mandatory law in favor of creditors as a consequence of a merger or conversion

permitted under the Indenture due to sections 22, 204 of the German Transformation Act (Umwandlungsgesetz) or section 303 of the German Stock Corporation Act (Aktiengesetz); and

(54) Liens on cash, Cash Equivalents or marketable securities delivered to a counterparty to secure any liabilities in respect of Commodity

Hedges (as defined in the ABL Credit Agreement) in an amount not to exceed $15.0 million at any one time outstanding.

For purposes

of determining compliance with this definition, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part

under one such category and in part under any other such category), (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Issuer shall, in its sole discretion,

classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, and (z) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to

clause (20) of this definition (giving effect to the incurrence of such portion of such Indebtedness), the Issuer, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been

secured pursuant to clause (20) of this definition and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition.

“Permitted Receivables Transactions” means any sale of notes or accounts receivable by the Issuer or a Restricted

Subsidiary so long as such sale constitutes a “true sale” under GAAP and recourse to the Issuer and its Restricted Subsidiaries in connection with such sale is limited to (a) the retained portion of the notes or accounts receivable

or (b) such other recourse as the Issuer determines in good faith (which determination shall be conclusive) is customary or otherwise necessary or advisable in connection with such transaction.

“Permitted Reorganization” means any transaction or action taken in connection with and reasonably related to (i) the

integration of the Target and its Subsidiaries and/or (ii) tax planning and tax reorganization, in each case, so long as, after giving effect thereto, neither the value of the Guarantees nor the security interest of the Notes Collateral Agent

in the Collateral, in each case taken as a whole, is materially impaired (as determined by the Issuer in good faith) and such transaction or action is otherwise not adverse to the Holders in any material respect.

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“Person” means any individual, corporation, limited liability company,

partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

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

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that

evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for a mutilated Note or in lieu of a destroyed, lost or stolen Note shall be deemed to evidence the

same debt as the mutilated, destroyed, lost or stolen Note.

“preferred stock” means any Equity Interest with

preferential rights of payment of dividends or upon liquidation, dissolution, or winding-up.

“Protected Purchaser” has the meaning specified in Section 306 of this Indenture.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar

Business.

“Qualifying Trustee” has the meaning specified in Section 1305 of this Indenture.

“Rating Agency” means (1) each of Moody’s, S&P and Fitch, and (2) if any of Moody’s, S&P or

Fitch or all three shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s, S&P or Fitch or

all three, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities, as

amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and

indemnities made in connection with such facilities as determined in good faith by the Issuer) to the Issuer and the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any Restricted Subsidiary sells its

accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable to a Person that is not a Restricted Subsidiary

or by borrowing from such a Person or from another Receivables Subsidiary that in turn funds itself by borrowing from such a Person.

“Receivables Fee” means distributions or payments made directly or by means of discounts with respect to any accounts

receivable or participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of facilitating or entering into one or more

Receivables Facilities, and in each case engages only in activities reasonably related or incidental thereto.

“Recovery

Event” means any theft, loss, physical destruction or damage, taking or similar event with respect to any property or assets of the Issuer or any Restricted Subsidiary.

“Redemption Date,” when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such

redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Note to be redeemed,

means the price at which it is to be redeemed pursuant to this Indenture.

“Refinance” means, in respect of any

Indebtedness, Disqualified Stock or preferred stock, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness, Disqualified Stock or preferred stock in exchange or replacement for, such

Indebtedness, Disqualified Stock or preferred stock, in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” has the meaning specified in Section 1011(b)(13) of this Indenture.

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“Refunding Capital Stock” has the meaning specified in

Section 1010(b)(2) of this Indenture.

“Regular Record Date” has the meaning specified in Section 301 of this

Indenture.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar

Business; provided that any assets received by the Issuer or the Restricted Subsidiaries in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of

securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Responsible Officer,” means any officer of the Trustee within the corporate trust department having direct responsibility

for the administration of the Indenture, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Investment” means an Investment in an Unrestricted Subsidiary other than a Permitted Investment.

“Restricted Payments” has the meaning specified in Section 1010(a) of this Indenture.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign

Subsidiary) that is not then an Unrestricted Subsidiary; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted

Subsidiary.”

“Retired Capital Stock” has the meaning specified in Section 1010(b)(2) of this Indenture.

“Reversion Date” has the meaning specified in Section 1018 of this Indenture.

“S&P” means S&P Global Ratings (a division of S&P Global Inc.) or any successor to the rating agency

business thereof.

“Sale and Lease-Back Transaction” means any

arrangement with any Person providing for the leasing by the Issuer or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to such

Person in contemplation of such leasing.

“Screened Affiliate” means any Affiliate of a Holder (i) that makes

investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder

that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuer or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is

acting in concert with such Holder in connection with its investment in the Notes and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert

with such Holders in connection with its investment in the Notes.

“SEC” means the Securities and Exchange Commission.

“Second Commitment” has the meaning specified in Section 1017(b)(2) of this Indenture.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated

thereunder.

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“Senior Credit Facilities” means (i) the Term Loan Credit Facility

and (ii) the ABL Facility, and, in each case, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions,

replacements, renewals, restatements, refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund,

refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the

maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Senior Indebtedness” means with respect to any Person:

(1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter incurred; and

(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for

reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above,

in the case of both clauses (1) and (2), to the extent permitted to be incurred under the terms of this Indenture, unless, in the case of

clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations are subordinated in right of payment to the Notes or the Guarantee

of such Person, as the case may be; provided that Senior Indebtedness shall not include:

(1) any obligation of such Person to the

Issuer or any Subsidiary of the Issuer;

(2) any liability for federal, state, local or other taxes owed or owing by such Person;

(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(4) any Capital Stock;

(5) any

Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(6) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the

payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease,

with negative changes to the Performance References.

“Significant Subsidiary” means any Restricted Subsidiary that

would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as

such regulation is in effect on the Issue Date.

“Similar Business” means any business or other activities conducted or

proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date (after giving effect to the Acquisition) or any business or other activities conducted by any entity that is similar, reasonably related, complementary,

incidental or ancillary thereto or a reasonable extension, development or expansion thereof.

“Special Mandatory

Redemption” has the meaning specified in Section 1111(a) of this Indenture.

“Special Mandatory Redemption

Date” has the meaning specified in Section 1111(a) of this Indenture.

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“Special Mandatory Redemption Price” has the meaning specified in

Section 1111(a) of this Indenture.

“Special Record Date” for the payment of any Defaulted Interest means a date

fixed by the Trustee pursuant to Section 307.

“Squeeze-Out” means a squeeze-out of any minority shareholders of the Target (i) pursuant to a Merger Squeeze-Out or (ii) in accordance with Section 327a et seqq. of the German Stock

Corporation Act (Aktiengesetz).

“Stated Maturity,” when used with respect to any Note or any installment of

principal thereof or interest thereon, means the date specified in such Notes as the fixed date on which the principal of such Notes or such installment of principal or interest is due and payable.

“Subordinated Indebtedness” means:

(1) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the Guarantee

of such Guarantor under this Indenture.

“Subsidiary” means, with respect to any Person,

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar

entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination

owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and

(2) any partnership, joint venture, limited liability company or similar entity of which:

(A) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited

partnership interests, as the case may be, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or

limited partnership or otherwise, and

(B) such Person or any Restricted Subsidiary of such Person is a controlling general

partner or otherwise controls such entity;

provided that any reference in this Indenture to a “Subsidiary” of the Issuer shall exclude

any Person whose financial statements are not consolidated with the financial statements of the Issuer in accordance with GAAP.

“Successor Company” has the meaning specified in Section 801(a)(1)(x) of this Indenture.

“Successor Person” has the meaning specified in Section 802(1)(A)(x) of this Indenture.

“Suspended Covenants” has the meaning specified in Section 1018 of this Indenture.

“Suspension Date” has the meaning specified in Section 1018 of this Indenture.

“Suspension Event” has the meaning specified in Section 1018 of this Indenture.

“Suspension Period” has the meaning specified in Section 1018 of this Indenture.

“Target” means Klöckner & Co SE, a European stock corporation (societas europaea) organized under the

laws of Germany.

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“Target Entity” means each wholly owned material Subsidiary that is a

Domestic Subsidiary of the Target so long as such Subsidiary is not (a) prohibited or restricted by any contractual obligation (including with respect to any existing Indebtedness owed or guaranteed by such Subsidiary) from guaranteeing the

Notes and/or providing a Lien on or security interest in its assets and property and would not require third party consent, approval, license or authorization to provide a Guarantee of the Notes and/or a Lien on or security interest in its assets

and property, (b) a not-for-profit Subsidiary or a special purpose entity, (c) a Special Purpose Finance Subsidiary, (d) a Subsidiary acquired by the

Target or a subsidiary of the Target that is prohibited by applicable law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such contractual prohibition was not entered into in contemplation of such

authorization has not been received (it being agreed that the Issuer and the Guarantors have no obligation to obtain such consent, approval, license or authorization), (e) a Subsidiary with respect to which, in the reasonable good faith judgment of

the Issuer, the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by Holders therefrom or (f) an Unrestricted Subsidiary.

“Target Europe ABS Facility” means the ABS facility documented by the Exit and Amendment and Restatement Agreement dated

May 8, 2026, by and among KLÖCKNER RECEIVABLES FUNDING DAC, the Target, KLOECKNER METALS GERMANY GMBH, COMMERZBANK AKTIENGESELLSCHAFT and the other Persons party thereto, as the same may be further amended, supplemented, modified,

extended, renewed, restated or refunded from time to time.

“Target German Syndicated Loan” means the syndicated loan

documented by the Fifth Amendment and Restatement Agreement dated May 8, 2026, by and among the Target, COMMERZBANK AKTIENGESELLSCHAFT, as agent, and the other Persons party thereto from time to time, as the same may be further amended,

supplemented, modified, extended, renewed, restated or refunded from time to time.

“Tax Group” has the meaning

specified in Section 1010(b)(15)(B) of this Indenture.

“Taxes” means any present or future tax, duty, levy,

impost, assessment or other government charge (including penalties, interest and any other liabilities related thereto) imposed or levied by or on behalf of a Taxing Authority.

“Taxing Authority” means any government or any political subdivision or territory or possession of any government or any

authority or agency therein or thereof having power to tax.

“Term Loan Credit Facility” means the Credit Facility

provided under the Credit Agreement, to be dated on or about the Issue Date, among the Company, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, and the Term Loan Credit Facility

Collateral Agent, as collateral agent, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals,

restatements, refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any

part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds

Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Term Priority Collateral” has the meaning specified in the ABL Intercreditor Agreement.

“Term Loan Credit Facility Collateral Agent” means Wells Fargo Bank, National Association, as collateral agent under the

Term Loan Credit Facility and its successors and permitted assigns thereunder.

“Term Loan DIP Cap Amount” means the

sum of (x) $840.0 million and (y) 120% of the aggregate amount of outstanding Indebtedness that constitutes Term Loan Obligations (as defined in the ABL Intercreditor Agreement) subject to the ABL Intercreditor Agreement that is permitted to be

incurred pursuant to Sections 3.13, 7.1(i), 7.1(o), 7.1(q) and 7.1(s) (and in the case of Indebtedness incurred under Sections 7.1(i) and 7.1(o) of the Term Loan Credit Agreement, such Indebtedness shall constitute Second Lien Obligations (as

defined in the ABL Intercreditor Agreement)) of the Term Loan Credit Agreement.

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“Transaction Expenses” means all transaction fees, charges and other

similar amounts related to the Transactions (including any such fees, charges and similar amounts incurred in connection therewith) or any Specified Transaction (as defined in the Term Loan Credit Facility), in each case, including any financing

fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith.

“Transactions” means, collectively, (a) the entry into, and initial funding, of the Klöckner Shareholder Loan,

(b) the Acquisition, (c) the issuance of the Notes on the Issue Date, (d) borrowings (if any) under the Senior Credit Facilities in connection with the Acquisition, (e) any Squeeze-Out,

(f) any entry by BidCo into a Domination Agreement, (g) any Conversion, (h) the payment of Transaction Expenses pursuant to clause (a) of the definition thereof and (i) other transactions in connection therewith or

incidental thereto as described in the Offering Memorandum.

“Transfer Agent” has the meaning specified in

Section 302 of this Indenture.

“Treasury Rate” means, as of any applicable Redemption Date, as determined by the

Issuer, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is two

Business Days prior to the applicable Redemption Date) of the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Selected Interest Rates (Daily) H.15 with respect to each

applicable day during such week or, if such release is no longer published or available, any publicly available source of similar market data selected by the Issuer) most nearly equal to the period from the applicable Redemption Date to June 1,

2029; provided, however, that if the period from the applicable Redemption Date to June 1, 2029 is not equal to the constant maturity of a United States Treasury security for which such a yield is given, the Treasury Rate shall be

obtained by linear interpolation (calculated to the nearest one twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the applicable Redemption Date to

June 1, 2029 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which

this Indenture was executed.

“Trustee” means Deutsche Bank Trust Company, Americas, in its capacity as trustee, until

a successor replaces it and, thereafter, means the successor.

“Uniform Commercial Code” means the New York Uniform

Commercial Code as in effect from time to time.

“Unrestricted Cash” means, as of any date of determination, the

aggregate amount of cash and Cash Equivalents of the Issuer or any of its Restricted Subsidiaries (i) properly classified as “unrestricted cash” for purposes of GAAP as at such date or (ii) restricted solely in favor of the

Obligations under the Notes and/or Indebtedness under the Klöckner German Syndicated Loan, the ABL Facility, the Term Loan Credit Facility and/or the Klöckner Europe ABS Facility. Notwithstanding the foregoing, prior to the Control Date,

Unrestricted Cash shall be calculated excluding the Target and its Subsidiaries.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the board of directors of

the Issuer, as provided below) and

(2) any Subsidiary of an Unrestricted Subsidiary.

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The board of directors of the Issuer may designate any Subsidiary of the Issuer (including

any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property

of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so designated); provided that:

(a) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be

cast by all Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer,

(b) such designation complies with Section 1010, and

(1)

the Subsidiary to be so designated and

(2) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with

respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

The board of directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that,

immediately after giving effect to such designation no Default shall have occurred and be continuing and either:

(1) the Issuer could

incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under Section 1011(a), or

(2) the Fixed Charge Coverage Ratio for the Issuer and the Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer

and the Restricted Subsidiaries immediately prior to such designation,

in each case, on a pro forma basis taking into account such designation.

Any such designation by the board of directors of the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the

Trustee a copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

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

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

“Vice President,” when used with respect to the Issuer or the Trustee, means any vice president, whether or not

designated by a number or a word or words added before or after the title “vice president.”

“Voting Stock”

of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the

case may be, at any date, the quotient obtained by dividing:

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(1) the sum of the products of the number of years from the date of determination to the

date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person,

100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries

of such Person.

“Worthington Guarantors” means any Restricted Subsidiary of the Company which, on the Issue Date,

guarantees or incurs any Indebtedness under the Term Loan Credit Facility.

SECTION 103. Compliance Certificates and Opinions. Upon

any application or request by the Issuer to the Trustee or Notes Collateral Agent to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee or Notes Collateral Agent an Officer’s Certificate

stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, other than in connection with

the addition of a new Guarantor or parent guarantor, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to

which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to

Section 1008(a)) shall include:

(1) a statement that each individual signing such certificate or opinion has read

such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope

of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to

enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)

a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 104. Form

of Documents Delivered to Trustee and Notes Collateral Agent. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be

certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to

other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or

opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the

certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual matters, upon a certificate or opinion

of, or representations by, an officer or officers of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that

the certificate or opinion or representations with respect to such matters are erroneous.

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Where any Person is required to make, give or execute two or more applications, requests,

consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 105. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by

Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become

effective when such instrument or instruments are delivered to the Trustee and/or Notes Collateral Agent and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced

thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose

of this Indenture and conclusive in favor of the Trustee, the Notes Collateral Agent and the Issuer, if made in the manner provided in this Section 105.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such

execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution

is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the

Person executing the same, may also be proved in any other manner that the Trustee or the Notes Collateral Agent deems sufficient.

(c)

The principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

(d) If the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the

Issuer may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Such

record date shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request,

demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of

determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes

shall be computed as of such record date; provided, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture

not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued

upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Notes Collateral Agent, the Issuer or any Guarantor in reliance thereon, whether or

not notation of such action is made upon such Note.

SECTION 106. Notices, Etc., to Trustee, Issuer, any Guarantor and Agent. Any

request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee or Notes Collateral Agent by any Holder or by the Issuer or any Guarantor shall be sufficient for every purpose

hereunder if made, given, furnished or filed in writing via facsimile, email in PDF format or mailed, first class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee or Notes Collateral Agent at the Corporate Trust

Office; or

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(2) the Issuer or any Guarantor by the Trustee or by any Holder shall be

sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing via facsimile, or email in PDF or mailed, first class postage prepaid, or delivered by recognized overnight

courier, to the Issuer or such Guarantor addressed to Worthington Steel, Inc., 100 W. Old Wilson Bridge Road, Columbus, Ohio 43085; Email: ***; Attention: Dan Magnussen, with a copy (which shall not constitute notice) to: Latham & Watkins

LLP, 330 N Wabash Ave. #2800, Chicago, Illinois 60611; Email: roderick.branch@lw.com; Attention: Roderick Branch, or at any other address previously furnished in writing to the Trustee by the Issuer or such Guarantor.

All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to

the Trustee or the Notes Collateral Agent hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature provider as specified in writing to the Trustee or

the Notes Collateral Agent by the authorized representative)), in English. The Issuer agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to the Trustee and Notes Collateral Agent,

including without limitation the risk of the Trustee or Notes Collateral Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

A copy of all notices to any Agent shall be sent to the Trustee at the address shown above. Any Person may change its address by giving notice

of such change as set forth herein.

SECTION 107. Notice to Holders; Waiver. Where this Indenture provides for notice of any event

to Holders by the Issuer or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first class postage prepaid, to each Holder affected by such event,

at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail

such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication will be deemed given on the first date on which publication is

made; notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing; notices sent by overnight delivery service will be deemed given when delivered; and notices given electronically will be deemed given

when sent. Any notices required to be given to the Holders of Notes represented by global notes will be given to the Depository in accordance with applicable procedures.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by secured

e-mail, pdf, facsimile transmission or other similar Secured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing Persons designated to

give such instructions or directions and containing specimen signatures of such designated Persons, which incumbency certificate shall be amended and replaced whenever a Person is to be added or deleted from the listing. If the Issuer elects to give

the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method), the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be

liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written

instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and

the risk or interception and misuse by third parties.

In case by reason of the suspension of or irregularities in regular mail service or

by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to

the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

Where this Indenture provides for

notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the

Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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SECTION 108. Effect of Headings and Table of Contents. The Article and Section

headings herein and the Table of Contents are for convenience of reference only, are not intended to be considered a part hereof and shall not affect the construction hereof.

SECTION 109. Successors and Assigns. All agreements of the Issuer in this Indenture and the Notes will bind its successors. All

agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 1208 hereof.

SECTION 110. Severability Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable,

the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.

Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and their successors hereunder and the Holders any benefit

or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112. Governing Law. This Indenture, the Notes and

any Guarantee shall be governed by and construed in accordance with the laws of the State of New York. THE PARTIES HERETO AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE

COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

SECTION 113. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any Note

shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal (or premium, if any) or interest need not be made on such date, but may be made on the next succeeding Business Day with

the same force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided, that no interest shall accrue for purposes of such payment for the period from and after such Interest

Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

SECTION 114. No Personal Liability of Directors,

Managers, Officers, Employees and Stockholders. No director, manager, officer, employee, incorporator, member or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the

Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The

waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

SECTION 115. No Qualification Under the Trust Indenture Act. This Indenture is not qualified under the TIA and, accordingly, the TIA

shall not apply to or in any way govern the terms of this Indenture.

SECTION 116. Counterparts. This Indenture may be executed in

any number of counterparts, each of which shall be original; but such counterparts shall together constitute but one and the same instrument. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of

signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto

transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 117. USA PATRIOT Act. In

order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering,

including Section 326 of the USA PATRIOT Act of the United States (“Applicable AML Law”), the Trustee and the Notes Collateral Agent is required to obtain, verify, record and update certain information relating to individuals

and entities which maintain a business relationship with the Trustee and the Notes Collateral Agent. Accordingly, each of the parties agrees to provide to the Trustee and the Notes Collateral Agent, upon its request from time to time such

identifying information and documentation as may be available for such party in order to enable the Trustee and the Notes Collateral Agent to comply with Applicable AML Law.

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SECTION 118. Waiver of Jury Trial. EACH OF THE ISSUER, ANY GUARANTOR, THE TRUSTEE,

THE NOTES COLLATERAL AGENT AND EACH HOLDER OF A NOTE, BY ITS ACCEPTANCE THEREOF, THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO

THIS INDENTURE, THE NOTES OR ANY TRANSACTION CONTEMPLATED THEREBY OR HEREBY.

SECTION 119. Force Majeure. In no event shall the

Trustee, Notes Collateral Agent, Paying Agent or Registrar be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including,

without limitation, any act or provision of any present or future law or regulation or governmental authority, strikes, work stoppages, labor disputes, accidents, acts of war or terrorism, acts of civil or military authority or government actions,

civil or military disturbances, nuclear or natural catastrophes or acts of God, earthquakes, fires, floods, sabotage, epidemics, pandemics, riots, and interruptions, loss or malfunctions of utilities, communications or computer (software and

hardware) services, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking

industry to resume performance as soon as practicable under the circumstances.

SECTION 120.

E-Signature. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be

deemed original signatures for purposes of this Indenture and all other Collateral Documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures.

The parties agree that this Indenture or any other Collateral Documents or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or the other Collateral Documents or related hereto or

thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be

accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any

Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any

third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic trans-mission, the Trustee will not be responsible or

liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic

communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it

being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing

Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized

instructions and the risk of interception and misuse by third parties.

ARTICLE TWO

NOTE FORMS

SECTION 201.

Form and Dating. Provisions relating to the Initial Notes are set forth in Annex I attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Notes and the

Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture. The Notes may have

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notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer is subject, if any, or usage (provided that any such notation, legend or endorsement

is in a form reasonably acceptable to the Issuer). Each Note shall be dated the date of its authentication. The terms of the Note set forth in the Appendix are part of the terms of this Indenture.

SECTION 202. Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one

Officer. The signature of any Officer on the Notes may be manual, electronic or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes.

Notes bearing the manual, electronic or facsimile signature of an individual who was at any time the proper officer of the Issuer shall bind

the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $700,000,000 executed by the Issuer to the

Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to

the Persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed

by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate

the Additional Notes and deliver the same to the Persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case (other than the issuance of the Initial Notes), the

Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the date on which the original issue of

Notes is to be authenticated. Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under

this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual or electronic signature of an authorized

signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other

Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or

such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this

Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the

name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of

the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this

Section 202 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for

Notes authenticated and delivered in such new name.

The Trustee may appoint an authenticating agent acceptable to the Issuer to

authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights

as an Agent to deal with Holders or an affiliate of the Issuer.

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ARTICLE THREE

THE NOTES

SECTION 301.

Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided that any Additional Notes issued under this Indenture are issued in accordance with Sections

202, 312 and 1011 hereof, as part of the same series as the Initial Notes.

The terms and provisions contained in the Notes shall

constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to

the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be known and designated as the “7.750% Senior Secured Notes due 2033” of the Issuer. The Stated Maturity of the

Notes shall be June 1, 2033, and the Notes shall bear interest at the rate of 7.750% per annum from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 1,

2026 and semi-annually thereafter on June 1 and December 1 of each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any Predecessor Note) is registered

at the close of business on May 15 and November 15 immediately preceding such Interest Payment Date (each, a “Regular Record Date”).

The principal of (and premium, if any) and interest on the Notes shall be payable at the offices or agencies of the Issuer set forth in

Section 302, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal,

premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the Depository.

Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control

pursuant to Section 1016. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1017.

The Notes shall be redeemable as provided in Article Eleven.

The due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably

unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

SECTION 302. Registrar, Transfer Agent and

Paying Agent. The Issuer shall maintain one or more Paying Agents for the Notes in the United States. The Issuer hereby appoints the Deutsche Bank Trust Company Americas as the initial Paying Agent.

The Issuer shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption

price or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Issuer will provide a schedule of its calculations to the

Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Issuer’s calculations without independent verification.

The Issuer will also maintain one or more registrars (each, an “Registrar”) with offices in the United States. The Issuer

will also maintain a transfer agent (each, an “Transfer Agent”) in the United States. The Issuer hereby appoints Deutsche Bank Trust Company Americas as the initial Registrar and Transfer Agent. The Registrar and the Transfer

Agent shall keep a register of the Notes and of their transfer and exchange (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note

Register”). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The

Issuer may change the Paying Agents, the Registrars or the Transfer Agents without prior notice to the Holders. The Issuer may have one or more co-registrars and one or more additional paying agents. The term

“Registrar” includes any co-registrars.

The Issuer shall enter into an

appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and

address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Issuer or any Affiliate thereof may

act as Paying Agent or Registrar.

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The Issuer acknowledges that neither the Trustee nor any Agent makes any representations as

to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction.

SECTION

303. Denominations. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

SECTION 304. Temporary Notes. Pending the preparation of definitive Notes, the Issuer may execute, and upon Issuer Order the

Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are

issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuer will cause definitive Notes to be prepared without unreasonable delay. After the preparation of

definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer designated for such purpose pursuant to Section 1002, without charge to the Holder.

Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so

exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

SECTION

305. Registration of Transfer and Exchange. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 1002, the Issuer shall execute, and the Trustee shall authenticate

and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount,

upon surrender of the Notes to be exchanged at such office or agency together with endorsement, instrument of exchange and such other required deliverables in form satisfactory to the Issuer, the Registrar and the Trustee. Whenever any Notes are so

surrendered for exchange, the Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and deliver in accordance with such Issuer Order, the Notes which the Holder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same

debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer, the Registrar or the

Trustee) be duly endorsed, or be accompanied by written instruments of transfer, in form satisfactory to the Issuer, the Registrar and the Trustee, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Issuer and the Trustee, may

require payment of a sum sufficient to cover any taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 202, 304, 906, 1016,

1017 or 1108 not involving any transfer.

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The Trustee shall have no obligation or duty to monitor, determine or inquire as to

compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of

interests in any Notes in global form) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine

the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 306. Mutilated, Destroyed, Lost

and Stolen Notes. If (1) any mutilated Note is surrendered to the Trustee, or (2) the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the

Issuer and the Trustee such security and/or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that such Note

has been acquired by a Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Issuer shall execute and upon Issuer Order the

Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may,

instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 306, the Issuer may require the

payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original

additional contractual obligation of the Issuer and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and

proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 306 are exclusive and shall

preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 307. Payment of Interest; Interest Rights Preserved.

(a) Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the

Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose pursuant to Section 1002;

provided that, subject to Section 301 hereof, each installment of interest may at the Issuer’s option be paid by (1) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto

pursuant to Section 308, to the address of such Person as it appears in the Note Register or (2) transfer to an account maintained by the payee; provided that payment by wire transfer of immediately available funds shall be required

with respect to principal of, premium on, if any, and interest on, all Notes in global form and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer and the Paying Agent. If paying principal, premium, or

interest on a global note, not later than 11:00 a.m. (New York City time) on the due date of any principal of or interest on any Notes of a series, or any redemption or purchase price of the Notes, the Issuer will deposit with the Paying Agent (and

the Paying Agent shall have received such funds by such time) money in immediately available funds sufficient to pay such amounts; provided that if the Issuer, a Guarantor or any of their Subsidiaries is acting as paying agent, it will, on or

before each due date, segregate and hold in a separate trust fund for the benefit of the Holders of the Notes of such series a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this

Indenture.

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(b) Any interest on any Note which is payable, but is not punctually paid or duly provided

for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the

rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below:

(1) the Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective

Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted

Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest

or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause

(1) provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days

after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date, and in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such

Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 107, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special

Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer

be payable pursuant to the following clause (2); and

(2) the Issuer may make payment of any Defaulted Interest in any

other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the

proposed payment pursuant to this clause (2), such manner of payment shall be deemed practicable by the Trustee.

foregoing provisions of this Section 307, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were

carried by such other Note.

SECTION 308. Persons Deemed Owners. Prior to the due presentment of a Note for registration of

transfer, the Issuer, any Guarantor, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if

any) and (subject to Sections 305 and 307) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to

the contrary.

SECTION 309. Cancellation. All Notes surrendered for payment, redemption, registration of transfer or exchange shall,

if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be cancelled by the Trustee in accordance with its customary procedures. The Issuer may at any time deliver to the Trustee for cancellation any Notes

previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated

hereunder which the Issuer has not issued and sold, and all Notes so delivered shall be cancelled by the Trustee in accordance with its customary procedures. If the Issuer shall so acquire any of the Notes, however, such acquisition shall not

operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as

provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures. Evidence or confirmation of the cancellation

of such Notes shall be delivered to the Issuer by the Trustee upon receipt of an Issuer Request.

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SECTION 310. Computation of Interest. Interest on the Notes shall be computed on the

basis of a 360-day year of twelve 30-day months.

SECTION

311. Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer. When a Note is presented to the Registrar or a

co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and

Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-registrar with a request to exchange them for an equal

principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met.

The Issuer shall not be required, and without the prior written consent of the Issuer, the Registrar shall not be required, to register the

transfer of or exchange of any Note (1) during a period beginning at the opening of business 15 days before provision of a notice of redemption of Notes and ending at the close of business on the day of such provision, (2) selected for

redemption in whole or in part, (3) that has been tendered in a Change of Control Offer, an Alternate Offer, an Asset Sale Offer or other tender offer and (4) beginning at the opening of business on any record date and ending on the close

of business on the related Interest Payment Date.

SECTION 312. CUSIP, ISIN and Common Code Numbers. The Issuer in issuing the Notes

may use CUSIP, ISINs and “Common Code” numbers (in each case, if then generally in use) in addition to serial numbers, and, if so, the Trustee shall use such CUSIP, ISINs and “Common Code” numbers in addition to serial

numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders; provided that the Trustee shall have no liability for any defect in such numbers as they appear on any Note, notice or elsewhere, and

provided, further, that any such notice may state that no representation is made as to the correctness of such CUSIP, ISINs and “Common Code” numbers either as printed on the Notes or as contained in any notice of a

redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers. The Issuer

will promptly notify the Trustee in writing of any change in the CUSIP, ISINs and “Common Code” numbers applicable to the Notes.

SECTION 313. Issuance of Additional Notes. The Issuer may, subject to Section 1011 of this Indenture, issue additional Notes

having identical terms and conditions to the Initial Notes issued on the Issue Date (the “Additional Notes”). The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single

class for all purposes under this Indenture; provided, that Additional Notes will not be issued with the same CUSIP number, if any, as Initial Notes unless such Additional Notes are fungible with Initial Notes for U.S. Federal income tax

purposes.

SECTION 314. Global Securities.

Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depository.

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ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture. This Indenture will be discharged and will cease to be of further effect

and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:

(1) either,

(A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and

which have been replaced or paid as provided in Section 306 and (ii) Notes for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Issuer and thereafter

repaid to the Issuer or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(B) all such Notes not theretofore delivered to the Trustee for cancellation,

(i) have become due and payable by reason of the making of a notice of redemption pursuant to Section 1105 or otherwise,

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice

of redemption by the Trustee in the name, and at the expense, of the Issuer,

and the Issuer or any Guarantor, in the case of (i), (ii) or

(iii) above, has irrevocably deposited or caused to be deposited with the Trustee in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in

such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and

accrued interest to the Stated Maturity or Redemption Date, as the case may be;

provided that with respect to any redemption that

requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the

notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the Redemption Date; and

provided further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not,

in fact, paid after the satisfaction and discharge of this Indenture. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit

that confirms that such Applicable Premium Deficit shall be applied toward such redemption, it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such Applicable Premium Deficit is, in fact, paid.

(2) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and

any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of

such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under any of the Senior Credit Facilities or any other material agreement or instrument (other than this

Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other

Indebtedness and, in each case, the granting of Liens in connection therewith);

(3) the Issuer has paid or caused to be

paid all sums payable by it under this Indenture;

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(4) the Issuer has delivered irrevocable instructions to the Trustee under

this Indenture to apply the deposited money toward the payment of such Notes at the Stated Maturity or the Redemption Date, as the case may be; and

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions

precedent herein to the satisfaction and discharge of this Indenture have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses (1)(B), (2), (3) and (4) above.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 607, the

obligations of the Issuer to any Authenticating Agent under Section 612 and, if money or Government Securities shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the

obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money or U.S.

dollar-denominated Government Securities deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through

any Paying Agent (including the Issuer acting as its own Paying Agent) of the principal (and premium, if any) and interest for whose payment such money or U.S. dollar-denominated Government Securities has been deposited with the Trustee; but such

money or U.S. dollar-denominated Government Securities need not be segregated from other funds except to the extent required by law.

the Trustee or Paying Agent is unable to apply any money or U.S. dollar-denominated Government Securities in accordance with Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental

authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to

Section 401 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. dollar-denominated Government Securities in accordance with Section 401; provided that if the Issuer has made any payment of

principal of (and premium, if any) or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. dollar-denominated

Government Securities held by the Trustee or Paying Agent.

ARTICLE FIVE

REMEDIES

SECTION 501.

Events of Default. “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it be voluntary or involuntary or be effected by operation of law

or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any,

on the Notes issued under this Indenture;

(2) default for 30 days or more in the payment when due of interest on or with

respect to the Notes issued under this Indenture;

(3) failure by the Issuer or any Restricted Subsidiary for 60 days after

the receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements (other than a

default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

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(4) default under any mortgage, indenture or instrument under which there is

issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Issuer or any Restricted Subsidiary, other than Indebtedness owed to the

Issuer or any Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after

giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such

Indebtedness to become due prior to its stated maturity, and

(B) the principal amount of such Indebtedness that has been

accelerated, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), aggregate in excess of the greater of (x)

$120.0 million and (y) 20.0% of EBITDA for the Applicable Measurement Period;

(5) failure by the Issuer or any

Significant Subsidiary to pay final non-appealable judgments aggregating in excess of the greater of (x) $120.0 million and (y) 20.0% of EBITDA for the Applicable Measurement Period (net of amounts

covered by insurance policies issued by reputable insurance companies), which final non-appealable judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment

becomes final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) any of the following events with respect to the Issuer or any Significant Subsidiary:

(A) the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(i) commences a voluntary case;

(ii) consents to the entry of an order for relief against it in an involuntary case;

(iii) consents to the appointment of a custodian of it or for any substantial part of its property;

(iv) takes any comparable action under any foreign laws relating to insolvency; or

(B) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuer or any Significant Subsidiary in an involuntary case;

(ii) appoints a custodian of the Issuer or any Significant Subsidiary or for any substantial part of its property; or

(iii) orders the winding up or liquidation of the Issuer or any Significant Subsidiary; and

(iv) the order or decree remains unstayed and in effect for 60 days; or

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(7) the Guarantee of any Guarantor that is a Significant Subsidiary shall

for any reason cease to be in full force (except as contemplated by the terms thereof or hereof) and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary denies that it has any further

liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the related Indenture or the release of any such Guarantee in accordance with this Indenture;

(8) the failure by the Issuer to consummate the Special Mandatory Redemption to the extent required, as described under

Section 1111;

(9) (x) any material provision of any Collateral Document at any time after its execution and delivery

ceases to be in full force and effect for any reason other than in accordance with the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements, (y) the Issuer or any Guarantor contests the validity or enforceability

of this Indenture or any Collateral Document; or (z), the Issuer or any Guarantor denies in writing that it has any further liability under this Indenture or any Collateral Document, other than in accordance with the terms of this Indenture, the

Collateral Documents, and the Intercreditor Agreements; and/or

(10) any Lien purported to be created under any Collateral

Document shall cease to be a valid Lien on any material portion of the Collateral except (A) to the extent that any such Lien is not required to be maintained pursuant to this Indenture and the Collateral Documents, (B) to the extent such

failure results from the failure of the Notes Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, (C) to the extent such deficiency arose through no

fault of the Issuer or any other Guarantor and such deficiency is corrected with reasonable diligence promptly upon the Issuer obtaining knowledge thereof or (D) to the extent any such failure results from acts or omissions of any secured party

or from the application of applicable law.

However, a Default under Section 501(3), (4) or (5) will not constitute an Event of

Default until the Trustee or the Holders of at least 30.0% in principal amount of the Outstanding Notes notify the Issuer in writing of the Default and the Issuer does not cure such Default within the time specified in such clause after receipt of

such notice.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

(a) If any Event of Default (other than an Event of Default specified in Section 501(6) above with respect to the Issuer) occurs and is

continuing under this Indenture, the Trustee, upon a valid Noteholder Direction, or the Holders of at least 30.0% in principal amount of the Outstanding Notes issued under this Indenture may declare the principal, premium, if any, interest and any

other monetary obligations on all the Outstanding Notes to be due and payable immediately, by a notice to the Issuer (and to the Trustee if given by Holders); provided that a notice of acceleration with respect to any action taken, and reported

publicly or to Holders, more than two years prior to such notice may not be given and any such notice shall be invalid and have no effect.

(b) Upon the effectiveness of a declaration under Section 502(a), such principal and interest will be due and payable immediately.

Notwithstanding the foregoing, in the case of an Event of Default arising under Section 501(6) with respect to the Issuer, all Outstanding Notes will become due and payable without further action or notice. The Trustee may withhold from the

Holders notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal, premium, if any, or interest if it determines that withholding notice is in the interest of the Holders. In

addition, the Trustee shall have no obligation to accelerate the Notes if the Trustee determines acceleration is not in the best interest of the Holders of the Notes.

(c) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take

any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the

Trustee that such Holder is not (or, in the case such Holder is the Depository or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which

representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases

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to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information

as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case

in which the Holder is the Depository or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of the Depository or its nominee and the Depository shall be

entitled to conclusively rely on such Position Representation and Verification Covenant in delivering any direction to the Trustee.

(d)

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Outstanding Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its

Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation (“Litigation”) in a court of competent jurisdiction seeking a determination that such Directing

Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such

Default or Event of Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and

non-appealable determination of a court of competent jurisdiction on such matter (a “Final Decision”). Once such Officer’s Certificate has been provided to the Trustee, the Trustee

shall take no further action pursuant to the related Noteholder Direction until it has actual knowledge of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Outstanding Notes, the Issuer

provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officer’s Certificate”), the cure period with respect to such

Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such

Verification Covenant, and the Trustee shall take no further action pursuant to the related Noteholder Direction until the Issuer provides a subsequent Officer’s Certificate to the Trustee that such Verification Covenant has been satisfied (a

“Covenant Satisfaction Officer’s Certificate”). The Issuer shall promptly deliver a Covenant Satisfaction Officer’s Certificate following satisfaction by the applicable Directing Holder of its Verification Covenant.

Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Outstanding Notes held by the remaining

Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to

have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

(e) Notwithstanding anything in the preceding Sections 502(c) and (d) to the contrary, any Noteholder Direction delivered to the Trustee

during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing clauses.

(f) For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction or Officer’s Certificate

delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, monitor any court proceedings undertaken in

connection therewith, monitor or investigate whether any Default or Event of Default has been publicly reported, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or

determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action, staying any remedy or otherwise failing to act in

accordance with a Noteholder Direction during the pendency of any Litigation or a Noteholder Direction after a Verification Covenant Officer’s Certificate has been provided but prior to receipt of a Covenant Satisfaction Officer’s

Certificate. The Trustee shall have no responsibility or liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction. Each Holder by accepting a Note acknowledges and agrees that the Trustee shall not be

liable to any person for acting or refraining to act in accordance with (i) this Section 502, (ii) any Noteholder Direction, (iii) any Officer’s Certificate or (iv) its duties under this Indenture, as the Trustee may

determine in its sole discretion.

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(g) At any time after a declaration of acceleration has been made and before a judgment or

decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article Five, the Holders of a majority in aggregate principal amount of the Outstanding Notes, by notice to the Trustee, may rescind and annul such

declaration and its consequences, so long as such rescission and annulment would not conflict with any judgment of a court of competent jurisdiction, if:

(1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

(A) all overdue interest on all Outstanding Notes,

(B) all unpaid principal of (and premium, if any, on) any Outstanding Notes which has become due otherwise than by such

declaration of acceleration, and interest on such unpaid principal at the rate borne by the Notes,

payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes, and

(D) all sums paid or

advanced by the Trustee or Notes Collateral Agent hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, the Notes Collateral Agent, their agents and counsel; and

(2) Events of Default, other than the non-payment of amounts of principal of (or

premium, if any, on) or interest on Notes, which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

(h) In the event of any Event of Default specified in Section 501(4) above, such Event of Default and all consequences thereof (excluding

any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose,

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, or

(2) the requisite number of holders thereof have rescinded or waived the acceleration, notice or action (as the case may be)

giving rise to such Event of Default, or

(3) the default that is the basis for such Event of Default has been cured.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if:

(1) default is made in the payment of any installment of interest on any Note when such interest becomes due and payable and

such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if

any, on) any Note at the Maturity thereof,

the Issuer will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders

of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally

enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,

expenses, disbursements and advances of the Trustee, its agents and counsel.

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If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own

name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer, any Guarantor or any

other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer, any Guarantor or any other obligor upon the Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may proceed to protect and enforce its rights and the rights of the Holders under

this Indenture and the Guarantees by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, including seeking recourse against any Guarantor, whether for the specific enforcement of any

covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including seeking recourse against any Guarantor.

SECTION 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,

reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor including any Guarantor, upon the Notes or the property of the Issuer or of such other obligor or their creditors, the

Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue

principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(1) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect

of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents

and counsel) and of the Holders allowed in such judicial proceeding, and

(2) to collect and receive any moneys or other

property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator

or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee

and the Notes Collateral Agent any amount due them for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Notes Collateral Agent, their agents and counsel, and any other amounts due the Trustee or Notes Collateral

Agent under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or

adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such

proceeding. The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ committee or other similar committee.

SECTION 505. Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the

Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as

trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders

in respect of which such judgment has been recovered.

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SECTION 506. Application of Money Collected. Any money or property collected by the

Trustee or the Notes Collateral Agent pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or

interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee, the Notes Collateral Agent and the Agents (including any

predecessor Trustee and counsel) under Section 607;

SECOND: To the payment of the amounts then due and unpaid

for principal of (and premium, if any) and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such

Notes for principal (and premium, if any) and interest, respectively; and

THIRD: The balance, if any, to the Issuer

or as a court of competent jurisdiction may direct in writing; provided that all sums due and owing to the Holders and the Trustee have been paid in full as required by this Indenture.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 506.

SECTION 507. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no

Holder shall pursue any remedy with respect to this Indenture or the Notes, unless:

(1) such Holder has previously given

the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the

Outstanding Notes have requested the Trustee to pursue the remedy;

(3) such Holders have provided the Trustee security or

indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such

request within 60 days after the receipt thereof and the offer of security and/or indemnity satisfactory to it against any loss, liability or expense; and

(5) Holders of a majority in principal amount of the Outstanding Notes have not given the Trustee a direction inconsistent with

such request within such 60-day period,

it being understood and intended that no one or more Holders shall have

any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or the Guarantees to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any

other Holders or to enforce any right under this Indenture or the Guarantees, except in the manner herein provided and for the equal and ratable benefit of all the Holders (it being further understood that the Trustee does not have an affirmative

duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

SECTION 508. Unconditional Right

of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable,

Article Eleven) and in such Note of the principal of (and premium, if any) and (subject to Section 307) interest on such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date) and

to institute suit for the enforcement of any such payment on or after such respective dates, and such rights shall not be impaired without the consent of such Holder.

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SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder has

instituted any proceeding to enforce any right or remedy under this Indenture or the Guarantees and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in

every such case, subject to any determination in such proceeding, the Issuer, any Guarantor, any other obligor of the Notes, the Trustee, the Notes Collateral Agent and the Holders shall be restored severally and respectively to their former

positions hereunder and thereafter all rights and remedies of the Trustee, the Notes Collateral Agent and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,

destroyed, lost or stolen Notes in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee, the Notes Collateral Agent or to the Holders is intended to be exclusive of any other right or remedy,

and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right

or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee, the Notes Collateral Agent or of any Holder of any Note to

exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to the

Trustee, the Notes Collateral Agent or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders. The Holders of a majority in principal amount of the Outstanding Notes shall have the right to direct

the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Notes Collateral Agent, or of exercising any trust or power conferred on the Trustee with respect to the Notes or the Notes Collateral Agent with

respect to the Collateral; provided that:

(1) such direction shall not be in conflict with any rule of law or with

this Indenture or the Notes, and such Holders have complied with Section 603(f),

(2) the Trustee or Notes Collateral

Agent may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3) the

Trustee and the Notes Collateral Agent need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders not consenting (it being understood that the Trustee and Notes Collateral Agent do not have an

affirmative duty to ascertain whether or not such actions or inactions are unduly prejudicial to such Holders).

SECTION 513. Waiver of

Past Defaults. Subject to Sections 508 and 902, the Holders of not less than a majority in principal amount of the Outstanding Notes by written notice to the Trustee may on behalf of the Holders of all such Notes waive any existing Default or

Event of Default and its consequences hereunder (except (1) a continuing Default or Event of Default in the payment of interest on, premium, if any, or the principal of any such Note held by a

non-consenting Holder, or (2) in respect of a covenant or provision hereof or in any Guarantee which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding

Note affected which shall require the consent of all Holders of the Notes) and rescind any acceleration and its consequences with respect to the Notes; provided such rescission would not conflict with any judgment of a court of competent

jurisdiction.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have

been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

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SECTION 514. Waiver of Stay or Extension Laws. Each of the Issuer, the Guarantors and

any other obligor on the Notes covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever

enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Issuer, the Guarantors and any other obligor on the Notes (to the extent that it may lawfully do so) hereby

expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such

law had been enacted.

SECTION 515. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this

Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its

discretion may assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This

Section 515 does not apply to a suit by the Trustee, a suit by a Holder relating to right to payment hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Notes.

ARTICLE SIX

THE TRUSTEE

AND NOTES COLLATERAL AGENT

SECTION 601. Duties of the Trustee and Notes Collateral Agent.

(a) Except during the continuance of an Event of Default,

(1) the Trustee and the Notes Collateral Agent undertakes to perform such duties and only such duties as are specifically set

forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee and the Notes Collateral Agent; and

(2) in the absence of bad faith on its part, the Trustee and the Notes Collateral Agent may conclusively rely, as to the truth

of the statements and the correctness of the opinions expressed therein and as to due execution, validity and effectiveness, upon certificates or opinions furnished to the Trustee and the Notes Collateral Agent and conforming to the requirements of

this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee and the Notes Collateral Agent shall be under a duty to examine the same to determine whether or not

they conform to the requirements of this Indenture, but not to verify the contents thereof.

(b) If an Event of Default has occurred and

is continuing of which written notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the Trustee

shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own

affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee and the Notes Collateral Agent from liability for

its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that

(1)

this clause (c) shall not be construed to limit the effect of clause (a) of this Section 601;

(2) the

Trustee and the Notes Collateral Agent shall not be liable for any action taken, or error of judgment made, in good faith by any of its Responsible Officers, employees or agents, unless it shall be proved in a court of competent jurisdiction that

the Trustee and the Notes Collateral Agent was grossly negligent in ascertaining the pertinent facts; and

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(3) the Trustee and the Notes Collateral Agent shall not be liable with

respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any

proceeding for any remedy available to the Trustee or the Notes Collateral Agent, or exercising any trust or power conferred upon the Trustee or the Notes Collateral Agent, under this Indenture.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or

affording protection to the Trustee and the Notes Collateral Agent shall be subject to the provisions of this Section 601.

(e) No

provision of this Indenture shall require the Trustee or the Notes Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights

or powers vested in it by this Indenture, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 602. Notice of Defaults. Within 90 days after the earlier of receipt from the Issuer of notice of the occurrence of any Default

or Event of Default hereunder , the Trustee shall transmit to the Holders notice of such Default or Event of Default hereunder, unless such Default or Event of Default shall have been cured or waived; provided that, except in the case of a

Default or Event of Default in the payment of the principal of (or premium, if any, on) or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of

such notice is in the best interest of the Holders.

SECTION 603. Certain Rights of Trustee and the Notes

Collateral Agent.

(a) The Trustee or the Notes Collateral Agent may conclusively rely and shall be fully protected in acting or

refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in

original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b) Any

request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the board of directors may be sufficiently evidenced by a certified Board Resolution.

(c) Before the Trustee and the Notes Collateral Agent acts or refrains from acting, it may require an Officers’ Certificate or an

Opinion of Counsel or both. The Trustee and the Notes Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on its part, request, conclusively rely upon and act in

accordance with an Officer’s Certificate or Opinion of Counsel, and shall incur no liability and shall be fully protected in acting or refraining from acting in accordance with such Officer’s Certificate or Opinions of Counsel.

(d) The Trustee and the Notes Collateral Agent shall not be charged with knowledge of any events or other information, Default or Event of

Default with respect to the Notes unless a written notice of such Default or Event of Default (stating the occurrence of such Default or Event of Default) shall have been given to a Responsible Officer of the Trustee by the Issuer or any Holder of

the Notes and such notice references the Notes and this Indenture and such notice states that it is a notice of Default or Event of Default.

(e) The Trustee and the Notes Collateral Agent may consult with counsel of its own selection and the advice of such counsel or any Opinion of

Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel or Opinion of Counsel.

(f) The Trustee and the Notes Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this

Indenture at the request or direction of any of the Holders of the Notes pursuant to this Indenture, unless such Holders shall have offered to the Trustee and the Notes Collateral Agent security and/or indemnity satisfactory to it against any loss,

liability, cost, fee or expense (including attorney’s fees and expenses) which may be incurred by it in compliance with such request or direction.

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(g) The Trustee and the Notes Collateral Agent shall not be bound to make any investigation

into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document, or

inquire as to the performance by the Issuer or the Guarantors of any of their covenants in this Indenture or inquire as to the performance by the Issuer or the Guarantors of any of their covenants in this Indenture, but the Trustee and the Notes

Collateral Agent, may make such further inquiry or investigation into such facts or matters, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the

Issuer, personally or by agent or attorney at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.

(h) The Trustee and the Notes Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either

directly or by or through agents or attorneys and the Trustee and the Notes Collateral Agent shall not be responsible for any actions, omissions, misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(i) The Trustee and the Notes Collateral Agent shall not be liable for any action taken, suffered or omitted by it in good faith and

believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(j) The rights,

privileges, protections, immunities and benefits given to the Trustee and the Notes Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and the Notes Collateral Agent in each of its

capacities hereunder, as applicable, whether as an Agent or otherwise, and each Agent or other agent, custodian and other Person employed to act hereunder.

(k) The Trustee and the Notes Collateral Agent may request that the Issuer deliver an Incumbency Certificate substantially in the form of

Exhibit B hereto setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Incumbency Certificate may be signed by any person authorized to sign an

Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(l) The Trustee and the Notes Collateral Agent shall not be required to give any note, bond or surety in respect of the execution of the

trusts and powers under this Indenture.

(m) The permissive right of the Trustee and the Notes Collateral Agent to take actions permitted

by this Indenture shall not be construed as an obligation or duty to do so.

(n) In no event shall the Trustee and the Notes Collateral

Agent be responsible or liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee and the Notes Collateral Agent has

been advised of the likelihood of such loss or damage and regardless of the form of action.

(o) The Trustee and Notes Collateral Agent

shall not be liable for failing to perform their duties or responsibilities hereunder if such failure is a result of the Issuer or any Guarantor failing to perform its respective duties or responsibilities hereunder.

(p) Knowledge of information acquired by Deutsche Bank Trust Company Americas in any capacity hereunder shall not be imputed to Deutsche Bank

Trust Company Americas in any other capacity in which it may act hereunder or under any other document related to any transaction involving the Notes or to any affiliate of Deutsche Bank Trust Company Americas and vice versa.

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(q) The Trustee and Notes Collateral Agent shall not be liable for theft,

loss, damage or destruction of any possessory collateral sent via overnight carrier.

SECTION 604. Trustee and Notes Collateral Agent

Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and neither the Trustee, the

Notes Collateral Agent nor any other Agent assumes responsibility for their correctness. Neither the Trustee, the Notes Collateral Agent nor any other Agent makes representations as to the validity or sufficiency of this Indenture or of the Notes,

except that the Trustee and Notes Collateral Agent each represent that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. Neither the Trustee, the Notes Collateral Agent nor any

other Agent shall be accountable for the use or application by the Issuer of Notes or the proceeds thereof or the Offering Memorandum or any other documents used in connection with the sale or distribution of the Notes.

SECTION 605. May Hold Notes. The Trustee, the Notes Collateral Agent, any Paying Agent, any Registrar or any other agent of the

Issuer or of the Trustee or the Notes Collateral Agent, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer with the same rights it would have if it were not the Trustee, the Notes

Collateral Agent, Paying Agent, Registrar or such other agent; provided that if it acquires any “conflicting interest” (within the meaning of TIA Section 310(b)), it must eliminate such conflict within 90 days, apply to the

SEC for permission to continue (if this Indenture has been qualified under the TIA) or resign.

SECTION 606. Money Held in Trust.

Money held by the Trustee hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with

the Issuer.

SECTION 607. Compensation and Reimbursement. The Issuer and the Guarantors, jointly and severally, agree:

(1) to pay to the Trustee and the Notes Collateral Agent from time to time such compensation as shall be agreed in writing

between the Issuer and the Trustee or the Notes Collateral Agent for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse each of the Trustee and the Notes Collateral Agent upon its

request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee or the Notes Collateral Agent, as applicable, in accordance

with any provision of this Indenture any related Guarantee, the Collateral Documents and the Intercreditor Agreements (including costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of

notices to Holders, the reasonable compensation and the expenses, advances and disbursements of its agents, accountants, experts and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own

gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; and

(3) to indemnify, defend and release the Trustee, the Notes Collateral Agent, Registrar, Paying Agent and their respective

directors, officers, employees and agents and any predecessor Trustee (collectively, the “Indemnified Parties”) for, and to hold the Indemnified Parties harmless against, any and all loss, liability, claim, action, suit,

proceeding at law or in equity, damage any other or expense, including taxes (other than the taxes based on the income of the Trustee, the Notes Collateral Agent, the Registrar or the Paying Agent), fee or charge of any character or nature

(including attorney’s fees and expenses) incurred without gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction on the part of the

Indemnified Parties arising out of or in connection with the acceptance or administration of this indenture and the Notes, any related Guarantee, the Collateral Documents and the Intercreditor Agreements including the reasonable costs and expenses

of defending themselves against any claim regardless of whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of the Indemnified Parties’

powers or duties hereunder, including the reasonable costs and expenses of enforcing this Indenture or a Guarantee against the Issuer or a Guarantor (including this Section 607).

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An Indemnified Party shall notify the Issuer promptly of any third party claim asserted

against an Indemnified Party or any of their respective agents for which it may seek indemnity. Failure to provide such notice shall not relieve the Issuer of its obligations in this Section 607 unless the failure to notify the Issuer impairs

the Issuer’s ability to defend such claim. The Issuer may, at the request of the Indemnified Party, defend the claim and the Indemnified Party, as applicable, shall cooperate in the defense; provided that the Indemnified Party and their

respective agents subject to the claim may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its written consent.

The obligations of the Issuer and the Guarantors under this Section 607 to compensate the Trustee and the Notes Collateral Agent, to pay

or reimburse the Trustee and the Notes Collateral Agent for expenses, disbursements and advances and to indemnify and hold harmless the Indemnified Parties shall constitute additional indebtedness hereunder and shall survive the satisfaction and

discharge of this Indenture, the repayment of the Notes, and resignation or removal of the Trustee, the Notes Collateral Agent or any other Indemnified Party. As security for the performance of such obligations of the Issuer, the Trustee and the

Notes Collateral Agent shall have a lien prior to the Notes upon all property and funds held or collected by the Trustee and the Notes Collateral Agent as such, except funds held in trust solely for the benefit of the Holders entitled thereto for

the payment of principal of (and premium, if any) or interest on particular Notes.

When the Trustee or the Notes Collateral Agent incurs

expenses or renders services in connection with an Event of Default specified in Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute

administrative expenses of priority under any applicable Bankruptcy Law. “Trustee” for the purposes of this Section 607 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent,

custodian and other Person employed to act hereunder as permitted by this Indenture; provided, however, that the negligence or willful misconduct of any predecessor Trustee hereunder shall not affect the rights of any other successor

Trustee hereunder (other than a successor Trustee that is successor by merger or consolidation to such predecessor Trustee). “Notes Collateral Agent” for the purposes of this Section 607 shall include any predecessor Notes

Collateral Agent and the Notes Collateral Agent in each of its capacities hereunder and each agent, custodian and other Person employed to act hereunder as permitted by this Indenture; provided, however, that the negligence or willful

misconduct of any predecessor Notes Collateral Agent hereunder shall not affect the rights of any other successor Notes Collateral Agent hereunder (other than a successor Notes Collateral Agent that is successor by merger or consolidation to such

predecessor Notes Collateral Agent).

The provisions of this Section 607 shall survive the satisfaction and discharge of this

Indenture, the repayment of the Notes and resignation or removal of the Trustee, the Notes Collateral Agent or any other Indemnified Party.

SECTION 608. Corporate Trustee, Notes Collateral Agent Required; Eligibility. There shall be at all times a Trustee and Notes Collateral

Agent hereunder which shall be eligible to act as Trustee and Notes Collateral Agent hereunder and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to

law or to the requirements of federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 608, the combined capital and surplus of such corporation shall be deemed to be its

combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 608, it shall resign immediately in the

manner and with the effect hereinafter specified in this Article Six.

SECTION 609. Resignation and Removal; Appointment of

Successor.

(a) No resignation or removal of the Trustee or Notes Collateral Agent and no appointment of a successor Trustee or

successor Notes Collateral Agent pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee or successor Notes Collateral Agent in accordance with the applicable requirements of Section 610.

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(b) The Trustee and the Notes Collateral Agent may resign at any time by giving 30

days’ written notice thereof to the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning Trustee and Notes

Collateral Agent and a copy to the successor Trustee and successor Notes Collateral Agent. If the instrument of acceptance by a successor Trustee and successor Notes Collateral Agent required by Section 610 shall not have been delivered to the

Trustee or Notes Collateral Agent within 30 days after the giving of such notice of resignation, the resigning Trustee or Notes Collateral Agent may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a

successor Trustee or Notes Collateral Agent and deliver the Collateral held hereunder to the Issuer, and thereafter shall have no further duties, responsibilities or obligations hereunder.

(c) The Trustee and the Notes Collateral Agent may be removed at any time by the Act of the Holders of not less than a majority in principal

amount of the Outstanding Notes, delivered to the Trustee or Notes Collateral Agent and to the Issuer at least 30 days prior to the requested date of removal. If the instrument of acceptance by a successor Trustee or successor Notes Collateral Agent

required by Section 610 shall not have been delivered to the Trustee or Notes Collateral Agent within 30 days after the giving of such notice of resignation, the resigning Trustee or Notes Collateral Agent may petition, at the expense of the

Issuer, any court of competent jurisdiction for the appointment of a successor Trustee or Notes Collateral Agent.

(d) [Reserved] .

(e) [Reserved].

(f) If the

Trustee or Notes Collateral Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee or Notes Collateral Agent for any cause, the Issuer shall promptly appoint a successor Trustee or

successor Notes Collateral Agent, as applicable. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee or successor Notes Collateral Agent shall be appointed by the Act of the

Holders of a majority in principal amount of the Outstanding Notes delivered to the Issuer and the retiring Trustee or retiring Notes Collateral Agent, the successor Trustee or Notes Collateral Agent, as applicable, so appointed shall, forthwith

upon its acceptance of such appointment, become the successor Trustee or successor Notes Collateral Agent and supersede the successor Trustee or successor Notes Collateral Agent appointed by the Issuer. If no successor Trustee or successor Notes

Collateral Agent shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others

similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee or successor Notes Collateral Agent.

(g) The Issuer shall give notice of each resignation and each removal of the Trustee or Notes Collateral Agent and each appointment of a

successor Trustee or successor Notes Collateral Agent to the Holders in the manner provided for in Section 107. Each notice shall include the name of the successor Trustee or successor Notes Collateral Agent and the address of its Corporate

Trust Office.

SECTION 610. Acceptance of Appointment by Successor.

(a) Every successor Trustee or successor Notes Collateral Agent appointed hereunder shall execute, acknowledge and deliver to the Issuer and

to the retiring Trustee or Notes Collateral Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee or Notes Collateral Agent shall become effective and such successor Trustee or Notes

Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee or retiring Notes Collateral Agent; but, on request of the Issuer or the successor Trustee or

the successor Notes Collateral Agent, such retiring Trustee or Notes Collateral Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee or successor Notes Collateral Agent all the rights,

powers and trusts of the retiring Trustee or retiring Notes Collateral Agent and shall duly assign, transfer and deliver to such successor Trustee or successor Notes Collateral Agent all property and money held by such retiring Trustee hereunder.

Upon request of any such successor Trustee or successor Notes Collateral Agent, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee or successor Notes Collateral Agent all

such rights, powers and trusts.

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(b) No successor Trustee or successor Notes Collateral Agent shall accept its appointment

unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article Six.

SECTION 611.

Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee or the Notes Collateral Agent may be merged or converted or with which it may be consolidated or to which it may be sold, or any corporation

resulting from any merger, conversion, consolidation or sale to which the Trustee or the Notes Collateral Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee or the Notes

Collateral Agent, shall be the successor of the Trustee or the Notes Collateral Agent hereunder and will have and succeed to the same rights, powers, duties, immunities and privileges as its predecessor; provided such corporation shall be

otherwise qualified and eligible under this Article Six, without the execution or filing of any paper, instrument or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the

Trustee or the Notes Collateral Agent then in office, any successor by merger, conversion or consolidation to such authenticating Trustee or Notes Collateral A may adopt such authentication and deliver the Notes so authenticated with the same effect

as if such successor Trustee or successor Notes Collateral Agent had itself authenticated such Notes. In case at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name of

any predecessor hereunder or in the name of the successor Trustee or the successor Notes Collateral Agent. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication

of the Trustee or the Notes Collateral Agent shall have; provided that, the right to adopt the certificate of authentication of any predecessor Trustee or predecessor Notes Collateral Agent or to authenticate Notes in the name of any

predecessor Trustee or predecessor Notes Collateral Agent shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 612. Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding, the Trustee may appoint one or

more agents (each an “Authenticating Agent”) with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes and the Trustee shall give written notice of such appointment to all Holders of

Notes with respect to which such Authenticating Agent will serve, in the manner provided for in Section 107. Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if

authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by an authorized signatory of the Trustee, and a copy of such instrument shall be promptly furnished to the Issuer. Wherever reference

is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an

Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation

resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall

continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section 612, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any

time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating

Agent shall cease to be eligible in accordance with the provisions of this Section 612, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall give written notice of such appointment to all

Holders of Notes, in the manner provided for in Section 107. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like

effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 612.

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The Issuer agrees to pay to each Authenticating Agent from time to time such compensation

for its services under this Section 612 as shall be agreed in writing between the Issuer and such Authenticating Agent.

If an

appointment is made pursuant to this Section 612, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Notes designated therein referred to in the within-mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:

[ ], as Authenticating Agent

Date:

By:

as Authenticating Signatory

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

SECTION 701. Issuer to Furnish Trustee Names and Addresses. The Issuer will furnish or cause to be furnished to the Trustee:

(1) semiannually, not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably

require, of the names and addresses of the Holders as of such Regular Record Date; and

(2) at such other times as the

Trustee may reasonably request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content to that in clause (1) hereof as of a date not more than 15 days prior to the time such list is

furnished;

provided that, if and so long as the Trustee shall be a Registrar, no such list need be furnished.

SECTION 702. [Reserved].

ARTICLE EIGHT

MERGER,

CONSOLIDATION OR SALE

OF ALL OR SUBSTANTIALLY ALL ASSETS

SECTION 801. Issuer May Consolidate, Etc., Only on Certain Terms.

(a) The Issuer will not consummate a Division as a Dividing Person, consolidate or merge with or into or dissolve (whether or not the Issuer

is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) either (x) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger

(if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia

(such Person, as the case may be, being herein called the “Successor Company”), or (y) in the case of a Division where the Issuer is the Dividing Person, either all Division Successors shall become co-issuers of the Notes or the Division, as to any Division Successor that will not be a co-issuer of the Notes, is permitted by Section 1010 or by Section 1017, as

applicable;

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(2) (x) the Successor Company, if other than the Issuer, expressly assumes

all the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee and the Collateral Documents shall continue to be in effect

and the Issuer shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by the Issuer, or

(y) in the case of a Division where the Issuer is the Dividing Person, any applicable Division Successor shall remain or become a co-issuer of the Notes pursuant to, if necessary, a supplemental indenture

or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction,

no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing

transactions, as if such transactions had occurred at the beginning of the Applicable Measurement Period,

(A) the Fixed

Charge Coverage Ratio of the Issuer (or the Successor Company or Division Successor, if applicable) and the Restricted Subsidiaries is (x) at least 2.00 to 1.00 or (y) equal to or greater than the Fixed Charge Coverage Ratio of the Issuer

and the Restricted Subsidiaries immediately prior to such transaction, or

(B) the Consolidated Total Debt Ratio of the

Issuer (or the Successor Company or the Division Successor, if applicable) and the Restricted Subsidiaries is (x) no greater than 4.05 to 1.00 or (y) equal to or less than the Consolidated Total Debt Ratio for the Issuer and the Restricted

Subsidiaries immediately prior to such transaction;

(5) if the Successor Company or Division Successor(s) is other than

the Issuer, each Guarantor, unless it is the other party to the transactions described above, in which case Section 802(1)(B) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such

Person’s obligations under this Indenture and the Notes;

(6) the Issuer shall have delivered to the Trustee an

Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture;

(7) to the extent any property or assets of the Successor Company, or the Person that is merged or consolidated with or into

the Successor Company, are property or assets of the type that would constitute Collateral under the Collateral Documents or either of the Intercreditor Agreements, the Successor Company will take such action as may be reasonably necessary or

required to cause such property and assets to be made subject to a Lien securing the Notes pursuant to this Indenture, the Collateral Documents and the Intercreditor Agreements in the manner and to the extent required by this Indenture, the

Collateral Documents, or the Intercreditor Agreements, and shall take all reasonably necessary action so that such Lien is perfected, preserved and protected to the extent required by this Indenture, the Collateral Documents and the Intercreditor

Agreements;

(8) the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the

Successor Company shall (a) continue to constitute Collateral under this Indenture, the Collateral Documents, and the Intercreditor Agreements, (b) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of itself,

the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than Permitted Liens or other Liens as permitted under Section 1012; and

(9) the Successor Company shall become a party to each of the Intercreditor Agreements by joinder or supplement.

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The Successor Company or the Division Successor(s) to the Issuer shall succeed to, and be

substituted for, the Issuer under this Indenture and the Notes and the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes.

(b) Notwithstanding the foregoing clauses (3) and (4) of Section 801(a), the Issuer may consolidate, amalgamate or merge with an

Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in any state of the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is

not increased thereby.

and (1)(D) of Section 802, any Restricted Subsidiary may consolidate with, merge, consolidate or amalgamate with or into the Issuer or any Guarantor.

(d) For the avoidance of doubt, changes to the Issuer’s or any Restricted Subsidiaries’ jurisdiction of organization to any

jurisdiction in the United States by conversion or similar process not involving a merger, consolidation or amalgamation with another entity shall not be restricted.

SECTION 802. Guarantors May Consolidate, Etc., Only on Certain Terms. Subject to Section 1208, no Guarantor shall, and the Issuer shall

not permit any such Guarantor to, consummate a Division as the Dividing Person (whether or not such Guarantor is the surviving Person), consolidate or merge with or into or dissolve (whether or not such Guarantor is the surviving Person), or sell,

assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Guarantor (x) is the surviving Person or the Person formed by or surviving any such consolidation or merger

(if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of

Columbia (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”), or (y) in the case of a Division where such Guarantor is the Dividing Person, is the Division Successor or such

Division is permitted by Section 1010 or Section 1017, as applicable;

(B) the Successor Person or the Division

Successor(s), as applicable, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to a supplemental indenture or other documents or

instruments in form reasonably satisfactory to the Trustee and the Collateral Documents shall continue to be in effect and such Guarantor shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such

jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor;

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that

such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; and

(E)

[reserved];

(F) to the extent any property or assets of the Successor Person, or the Person that is merged or

consolidated with or into the Successor Person, are property or assets of the type that would constitute Collateral under the Collateral Documents or the Intercreditor Agreements, the Successor Person will take such action as may be reasonably

necessary or required to cause such property and assets to be made subject to a Lien securing the Notes pursuant to this Indenture, the Collateral Documents and the Intercreditor Agreements in the manner and to the extent required by this Indenture,

any of the Collateral Documents or the Intercreditor Agreements, and shall take

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all reasonably necessary action so that such Lien is perfected, preserved and protected to the extent required by this Indenture, the Collateral Documents and the Intercreditor Agreements;

(G) the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the Successor Person

shall (a) continue to constitute Collateral under this Indenture, the Collateral Documents, and the Intercreditor Agreements, (b) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of itself, the Trustee and the

Holders of the Notes and (c) not be subject to any Lien other than Permitted Liens or other Liens as permitted under Section 1012; and

(H) the Successor Person shall become a party to the Intercreditor Agreements by joinder or supplement; or

(2) the transaction is an Asset Sale that is made in compliance with Section 1017.

Subject to Section 1208, the Successor Person or the Division Successor(s), as applicable, shall succeed to, and be substituted for, such

Guarantor under this Indenture and such Guarantor’s Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any

Guarantor may (i) merge into or transfer all or part of its properties and assets (including pursuant to a Division) to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating

or reorganizing the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby or

(iii) convert into a Person organized or existing under the laws of a jurisdiction in the United States.

SECTION 803. Successor

Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Issuer or any Guarantor in accordance with Sections 801 and 802 hereof, the

successor Person formed by such consolidation or into which the Issuer or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed to, and

be substituted for, and may exercise every right and power of, the Issuer or such Guarantor, as the case may be, under this Indenture or the Guarantees, as the case may be, with the same effect as if such successor Person had been named as the

Issuer or such Guarantor, as the case may be, herein or the Guarantees, as the case may be. When a successor Person assumes all obligations of its predecessor hereunder, the Notes or the Guarantees, as the case may be, such predecessor shall be

released from all obligations; provided that in the event of a lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes or the Guarantees, as the case may be.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Amendments or Supplements Without Consent of Holders. Without the consent of any Holder, the Issuer, any Guarantor (with

respect to any amendment relating to its Guarantee) and the Trustee and, if applicable, the Notes Collateral Agent, may amend or supplement this Indenture, the Notes and any related Guarantee, the Collateral Documents and the Intercreditor

Agreements in form satisfactory to the Trustee, if applicable, the Notes Collateral Agent, for any of the following purposes:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that any

uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);

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(3) to comply with Article Eight hereof;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders, in each case, under

this Indenture, the Notes, the Collateral Documents, and the Intercreditor Agreements;

(5) to make any change that would

provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to secure the Notes or add covenants for the benefit of the Holders of Notes or to surrender any right or power conferred

upon the Issuer or any Guarantor;

(7) to evidence and provide for the acceptance and appointment under this Indenture of a

successor Trustee pursuant to the requirements of Sections 609 and 610 hereof;

(8) to provide for the issuance of

Additional Notes in accordance with this Indenture;

(9) to add a co-issuer,

Guarantor or a parent guarantor under this Indenture; provided that only the Trustee and the co-issuer, Guarantor or parent guarantor being added need to sign any such supplement or amendment;

(10) to conform the text of this Indenture, Guarantees, the Notes, the Collateral Documents, or the Intercreditor Agreements to

any provision of the “Description of the Notes” section of the Offering Memorandum;

(11) to amend the

provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided that, (A) compliance with

this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer

Notes;

(12) to comply with the rules of any applicable securities depositary;

(13) to incorporate customary tax gross up provisions, but only in the event that the Successor Person to any Guarantor is

organized, incorporated or existing under the laws of a foreign domicile pursuant to the terms of this Indenture;

(14) to

make, complete or confirm any grant of Collateral permitted or required by this Indenture, any of the Collateral Documents or the Intercreditor Agreements, or any release of Collateral pursuant to the terms of this Indenture, any of the Collateral

Documents or the Intercreditor Agreements;

(15) to secure additional extensions of credit and add additional secured

creditors holding other Parity Lien Indebtedness so long as such Parity Lien Indebtedness is not prohibited by the provisions of this Indenture or any other then-existing Parity Lien Indebtedness; or

(16) to add additional assets as Collateral.

In addition, the Holders will be deemed to have consented for purposes of the Collateral Documents and the Intercreditor Agreements to any of the following

amendments and other modifications to the Collateral Documents or the Intercreditor Agreements:

(1) (a) to add other

parties (or any authorized agent thereof or trustee therefor) holding Obligations under the Senior Credit Facilities or any Parity Lien Indebtedness that is incurred in compliance with the ABL Facility, the Term Loan Credit Facility, this Indenture,

the Collateral Documents and the Intercreditor Agreements and (b) to establish that the Liens on any Collateral securing such Obligations shall be subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement with the

Liens on such Collateral securing the Obligations under this Indenture, the Notes and the related Guarantees, all on the terms provided for in the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement in effect immediately prior to

such amendment or other modification;

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(2) to establish that the Liens on any Term Priority Collateral securing any

Indebtedness replacing the Term Loan Credit Facility permitted to be incurred under this Indenture shall be pari passu with the Liens on such Term Priority Collateral securing any Obligations under this Indenture, Notes and the related Guarantees,

all on the terms provided for in the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification;

(3) to establish that the Liens on any ABL Priority Collateral securing any Indebtedness replacing the ABL Facility permitted

to be incurred under this Indenture shall be senior to the Liens on such ABL Priority Collateral securing any Obligations under this Indenture, the Notes and the related Guarantees, and that the Liens on any Term Priority Collateral securing any

such Indebtedness replacing the ABL Facility shall be junior to the Liens on such Term Priority Collateral securing any Obligations under this Indenture, the Notes and the related Guarantees, all on the terms provided for in the ABL Intercreditor

Agreement in effect immediately prior to such amendment and other modification; and

(4) upon any cancellation or

termination of the ABL Facility without a replacement thereof, to establish that the ABL Priority Collateral (in addition to the Term Priority Collateral) shall secure the Obligations under this Indenture, the Notes and the related Guarantees on a

first-priority basis, subject to the terms of the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification.

SECTION 902. Amendments, Supplements or Waivers with Consent of Holders.

(a) With the consent of the Holders of at least a majority in principal amount of the Outstanding Notes, by the Act of said Holders delivered

to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture), the Trustee and the Notes Collateral Agent may amend or supplement this Indenture, any Guarantee, the Collateral

Documents and the Intercreditor Agreement or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or

thereunder (including consents obtained in connection with a purchase of, or tender offer the Notes) and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the

Holders of not less than a majority in principal amount of the Outstanding Notes, including consents obtained in connection with a purchase of or tender offer or exchange offer for, Notes, other than Notes beneficially owned by the Issuer or its

Affiliates; provided that, without consent of the Holder of each Outstanding Note affected thereby, no such amendment, supplement or waiver shall, with respect to any Notes held by a non-consenting

Holder:

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver as

confirmed in an Officer’s Certificate to the Trustee,

(2) reduce the principal of or change the Maturity of any such

Note or reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 1101 (other than provisions relating to notice periods (to the extent consistent with applicable

requirements of clearing and settlement systems) for redemption and conditions to redemption),

(3) reduce the rate of or

change the time for payment of interest on any Note,

(4) waive a Default or Event of Default in the payment of principal

of or premium, if any, or interest on the Notes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that

resulted from such acceleration, or waive a Default or Event of Default in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders of the Notes,

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(5) make any Note payable in money other than that stated in the Notes,

(6) make any change in Section 513 or the rights of Holders of the Notes to receive payments of principal of or premium,

if any, or interest on the Notes,

(7) make any change in these amendment and waiver provisions,

(8) make any change in the contractual right expressly set forth in this Indenture or the Notes of any Holder to receive

payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,

(9) make any change to or modify the ranking of any Note or related Guarantee that would adversely affect the Holders,

(10) make any change that, directly or indirectly, subordinates the contractual right of payment on the Notes or the Guarantees

to any other Indebtedness or obligations, or

(11) make any change in the provisions of Section 1111 of this Indenture

that would adversely affect the Holders in any material respect.

Other than in connection with a transfer or other transaction permitted under this

Indenture, the Collateral Documents, or the Intercreditor Agreements, without the consent of the Holders of at least 662⁄3% in aggregate principal amount of the

Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment, supplement or waiver may:

(1) have the effect of releasing all or substantially all of the Collateral from the Liens of the Collateral Documents or

changing or altering the priority of the security interests of the Holders of the Notes in the Collateral under either of the Intercreditor Agreements;

(2) make any change in the Collateral Documents, the Intercreditor Agreements, or the provisions in this Indenture dealing with

the application of proceeds of the Collateral that would adversely affect the Holders of the Notes; or

(3) modify the

Collateral Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any other material respect other than in accordance with the terms of this Indenture, the Collateral Documents, or

the Intercreditor Agreements.

For purposes of determining whether any Holder shall be disregarded for purposes of such consent, only Notes which a

Responsible Officer of the Trustee and, if applicable, the Notes Collateral Agent, is notified in writing to be beneficially owned by the Issuer or its Affiliates shall be disregarded.

(b) It shall not be necessary for the consent of Holders under this Section 902 to approve the particular form of any

proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

(d) Neither the Issuer nor any of its Restricted Subsidiaries may, directly or indirectly, pay or cause to be paid any

consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders

that are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, Non-U.S. Persons or IAI, in each case, who, upon request, confirm that they are “qualified

institutional buyers” Non-U.S. Persons or IAI and consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or amendment.

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SECTION 903. Execution of Amendments, Supplements or Waivers.

In executing, or accepting the additional trusts created by any amendment, supplement or waiver permitted by this Article Nine or the

modifications thereby of the trusts created by this Indenture, the Trustee and the Notes Collateral Agent shall be provided with, and shall be fully protected in relying upon, an Officer’s Certificate and (other than in the case of an

amendment or supplement for the purpose of adding a Guarantor or a parent guarantor under this Indenture in accordance with Section 901(9)) Opinion of Counsel each stating that the execution of such amendment, supplement or waiver is authorized

and permitted by this Indenture, complies with the provisions hereof, all conditions precedent to such amendment, supplement or waiver have been satisfied and such amendment, supplement or waiver is the legal, valid and binding obligation of the

Issuer and Guarantor, enforceable against the Issuer and Guarantor in accordance with its terms. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee and the

Notes Collateral Agent may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s or Notes Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise.

For the avoidance of doubt and notwithstanding anything to the contrary herein, the Trustee shall be authorized to enter into the Issue Date Supplemental Indenture on the Issue Date and no Officer’s Certificate or Opinion of Counsel shall be

required in connection with the execution thereof by the Trustee.

SECTION 904. Effect of Amendments, Supplements or Waivers.

Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall be modified in accordance therewith, and such

amendment, supplement or waiver shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905. [Reserved].

SECTION 906. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental

indenture pursuant to this Article Nine may, and shall if required by the Issuer, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Notes so modified

as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

SECTION 907. Notice of Supplemental Indentures. Promptly after the execution by the Issuer, any Guarantor and the Trustee of any

supplemental indenture pursuant to the provisions of Section 902, the Issuer shall give notice thereof to the Holders of each Outstanding Note affected, in the manner provided for in Section 107, setting forth in general terms the

substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

SECTION 1001.

Payment of Principal, Premium, if any, and Interest. The Issuer covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of (and premium on, if any) the Notes in accordance with the terms of the

Notes and this Indenture.

The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall

pay interest on overdue installments of interest at the same rate to the extent lawful.

SECTION 1002. Maintenance of Office or

Agency. The Issuer will maintain in the United States, an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon

the Issuer in respect of the Notes and this Indenture may be served (“Notice Agent”). The Corporate Trust Office of the Trustee shall be such office or agency of the Issuer in the United States, unless the Issuer shall designate

and maintain some

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other office or agency for one or more of such purposes. The Issuer will give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the

Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,

and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided that any appointment of the Trustee as the Notice Agent shall exclude the appointment of the Trustee or any

officer of the Trustee as an agent to receive the service of legal process on the Issuer.

The Issuer may also from time to time designate

one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided that no such designation or rescission shall in any manner

relieve the Issuer of its obligation to maintain an office or agency in the United States. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or

agency.

SECTION 1003. Money for Notes Payments to Be Held in Trust. If the Issuer shall at any time act as its own Paying Agent, it

will, on or before each due date of the principal of (or premium, if any) on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so

becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Issuer shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal of (or premium,

if any) or interest on any Notes in accordance with Section 1001, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons

entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee in writing of such action or any failure so to act.

Each Paying Agent agrees:

(1) that it will hold all sums received by it as Paying Agent for the payment of the principal of or interest on any Notes in

trust for the benefit of the Holders or of the Trustee;

(2) that it will give the Trustee notice of any failure by the

Issuer to make any payment of the principal of or interest on any Notes and any other payments to be made by or on behalf of the Issuer under this Indenture or the Notes when the same shall be due and payable; and

(3) that it will pay any such sums so held in trust by it to the Trustee forthwith upon the Trustee’s written request at

any time during the continuance of the failure referred to in clause (2) above.

The Issuer may at any time, for the purpose of

obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the

Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such

sums.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of

(or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on Issuer Request, or (if then held by the Issuer) shall be

discharged from such trust; and the Holder of such Note shall thereafter, as an Secured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all

liability of the Issuer as Trustee thereof, shall thereupon cease.

SECTION 1004. [Reserved].

SECTION 1005. [Reserved].

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SECTION 1006. [Reserved].

SECTION 1007. [Reserved].

SECTION 1008. Statement by Officer as to Default.

(a) The Issuer will deliver to the Trustee within 120 days after the end of each fiscal year, an Officer’s Certificate stating that a

review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled, and

has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating that, to the best of his or her knowledge, the Issuer during such preceding fiscal year has kept, observed,

performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date

of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of

his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is

taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1008(a), such

compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

(b) When any Default

or Event of Default has occurred and is continuing under this Indenture, the Issuer shall deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action within 30 days of becoming aware of such occurrence (unless

such Default or Event of Default is cured or waived within such 30-day time period).

SECTION 1009.

Reports and Other Information.

(a) Whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d)

of the Exchange Act, so long as any Notes are outstanding, the Issuer will furnish to the Holders, within fifteen (15) Business Days after filing, or in the event no such filing is required, within fifteen (15) Business Days after the end

of the time periods specified in those sections and any extension period granted under Rule 12b-25 (or any successor rule) under the Exchange Act:

(1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q (or any successor or comparable forms) of the Issuer, if the Issuer were required to file such forms, including a “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” section; and (y) with respect to the annual financial statements only, a report on the annual financial statements by the Issuer’s independent registered public accounting

firm; and

(2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01 (including furnishing any material debt agreements that would be required to be described in such Form 8-K), 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02,

5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Issuer were required to file such

reports; provided, however, that no such current report shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Issuer

(or any of its Subsidiaries) and any director, manager or executive officer, of the Issuer (or any of its Subsidiaries).

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The Issuer will make available such information and such reports (as well as the details

regarding the conference call described below) to the Trustee, to any Holder and, upon request, to any beneficial owner of the Notes, in each case, by (a) filing such reports with the SEC (and such reports are publicly available) or

(b) posting such re ports on the Issuer’s website and issuing a press release in respect thereof. The Issuer will hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of investment in

the Notes) to discuss such financial information (including a customary Q&A session) no later than five (5) Business Days after distribution of such financial information (it being understood that such quarterly conference call may be the

same as the Issuer’s conference call with equity investors and analysts).

(b) To the extent not satisfied by the foregoing, the

Issuer shall also furnish to Holders, securities analysts (to the extent providing analysis of investment in the Notes) and prospective investors in the Notes upon request the information required to be delivered pursuant to Rule 144A(d)(4) under

the Securities Act, so long as the Notes are not freely transferable under the Securities Act.

its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly

information required by clauses (1) and (2) of Section 1009(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of

operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.

(d) Notwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above, may

be those of (i) the Issuer or (ii) any direct or indirect parent of the Issuer rather than those of the Issuer; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences

between the information relating to such parent, on the one hand, and the information relating to the Issuer and the Restricted Subsidiaries on a standalone basis, on the other hand.

The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of reports, information and documents to the Trustee is

for informational purposes only and its receipt of such reports shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including our compliance with

any of our covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants

or with respect to this Indenture or any reports or other documents filed with the SEC or posted on any website under this Indenture, or to participate in conference calls.

SECTION 1010. Limitation on Restricted Payments.

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

(1) declare or pay any dividend or make any payment or distribution on account of the Issuer’s or any Restricted

Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than:

(A) dividends or distributions by the Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer or in

options, warrants or other rights to purchase such Equity Interests; or

(B) dividends or distributions by a Restricted

Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives

at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or

indirect parent company of the Issuer, including in connection with any merger or consolidation, in each case held by a Person other than the Issuer or a Restricted Subsidiary;

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(3) make any principal payment on, or redeem, repurchase, defease or

otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of the Issuer or any Restricted Subsidiary, other than:

(A) Indebtedness permitted under clauses (7) and (8) of Section 1011(b); or

(B) the purchase, repurchase, prepayment, redemption or other acquisition of Subordinated Indebtedness purchased in

anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(4) make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above (other than any exception thereto) being collectively

referred to as “Restricted Payments”; provided that any payment to an employee, officer or director calculated by reference to the value of an Equity Interest which is not on account of such employee’s,

officer’s or director’s holding of an Equity Interest shall not constitute a Restricted Payment), unless, at the time of such Restricted Payment:

(A) solely to the extent of Restricted Payments pursuant to clauses (1), (2) or, to the extent utilizing clauses (C)(1) or

(2) below, (3) of the definition thereof, no Event of Default will have occurred and be continuing or would occur as a consequence thereof;

(B) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional

Indebtedness under Section 1011(a) or Section 1011(b)(33)(B)(x); and

the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries subsequent to the Issue Date (including Restricted Payments permitted by clauses (1) and (6)(C) of Section 1010(b), to the extent not

deducted in calculating Consolidated Net Income, but excluding all other Restricted Payments permitted by Section 1010(b)), is less than the sum of (without duplication):

(1) an amount equal to the greater of (x) $240.0 million and (y) 40.0% of EBITDA for the Applicable Measurement Period,

plus

(2) an amount (which may not be less than zero) equal to 50% of the Consolidated Net Income of the Issuer for

the period (taken as one accounting period) from the first day of the first fiscal quarter of the Issuer in which the Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are

available at the time of such Restricted Payment, plus

(3) 100% of the aggregate net cash proceeds and the Fair

Market Value of marketable securities or other property received by the Issuer subsequent to the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred

stock pursuant to Section 1011(b)(12)(A) from the issue or sale of:

(x) Equity Interests of the Issuer, including

Retired Capital Stock (as defined below), but excluding cash proceeds and the Fair Market Value of marketable securities or other property received from the sale of:

(A) Equity Interests to any employee, director, manager or consultant of the Issuer, any direct or indirect parent company of

the Issuer and the Issuer’s Subsidiaries subsequent to the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 1010(b)(4) and

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(B) Designated Preferred Stock

and, to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of any direct or indirect parent company of

the Issuer (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 1010(b)(4));

(y) Indebtedness of the Issuer or a Restricted Subsidiary that has been converted into or exchanged for such Equity

Interests of the Issuer or any direct or indirect parent company of the Issuer;

provided that this clause (3) shall not

include the proceeds from (a) Refunding Capital Stock (as defined below), (b) Equity Interests (or Indebtedness that has been converted or exchanged for Equity Interests) of the Issuer sold to a Restricted Subsidiary or the Issuer, as the case

may be, (c) Disqualified Stock (or Indebtedness that has been converted or exchanged into Disqualified Stock) or (d) Excluded Contributions, plus

(4) 100% of the aggregate amount of cash and the Fair Market Value of marketable securities or other property contributed to

the capital of the Issuer or a Restricted Subsidiary or that becomes part of the capital of the Issuer or a Restricted Subsidiary through consolidation, amalgamation or merger subsequent to the Issue Date (other than net cash proceeds to the extent

such net cash proceeds (i) have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to Section 1011(b)(12)(A), (ii) are contributed by a Restricted Subsidiary or (iii) constitute Excluded Contributions),

plus

(5) 100% of the aggregate amount received in cash and the Fair Market Value of marketable securities or other

property received by the Issuer or a Restricted Subsidiary by means of:

(A) the sale or other disposition (other than to

the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or a Restricted Subsidiary and repurchases and redemptions of such Restricted Investments from the Issuer or a Restricted Subsidiary and repayments of loans or

advances, and releases of guarantees, which constitute Restricted Investments made by the Issuer or its Restricted Subsidiaries, in each case, subsequent to the Issue Date; or

(B) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a

distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 1010(b) or to the extent

such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary subsequent to the Issue Date, plus

(6) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or

consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary subsequent to the Issue Date, the

Fair Market Value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or

transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 1010(b) or to the extent such Investment constituted a

Permitted Investment; plus

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(7) the aggregate amount of Declined Proceeds since the Issue Date.

(b) The foregoing provisions shall not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date

of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with, or not been prohibited by, the provisions of this Indenture;

(2) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital

Stock”) or Subordinated Indebtedness of the Issuer or any Restricted Subsidiary, or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of a substantially concurrent sale

(other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital

Stock”) and

(B) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of

dividends thereon was permitted under clause (6)(A) or (B) of this Section 1010(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem,

repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such

Retired Capital Stock immediately prior to such retirement;

(3) the prepayment, exchange, redemption, defeasance,

repurchase or other acquisition or retirement for value of (i) Subordinated Indebtedness of the Issuer or a Restricted Subsidiary made in exchange for, or out of the proceeds of a substantially concurrent sale of, new Indebtedness or

Disqualified Stock of the Issuer or a Restricted Subsidiary, or (ii) Disqualified Stock of the Issuer or a Restricted Subsidiary made in exchange for, or out of the proceeds of a substantially concurrent sale of, Disqualified Stock of the

Issuer or a Restricted Subsidiary, that, in each case is incurred in compliance with Section 1011 so long as:

(A) the

principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid

interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, exchanged, redeemed, defeased, repurchased, exchanged, acquired or retired for

value, plus the amount of any premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified Stock,

(B) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such

Subordinated Indebtedness so prepaid, exchanged, redeemed, defeased, repurchased, acquired or retired for value,

new Indebtedness or Disqualified Stock has a final scheduled maturity date, or mandatory redemption date, as applicable, equal to or later than the final scheduled maturity date, or mandatory redemption date, as applicable, of the Subordinated

Indebtedness or Disqualified Stock being so prepaid, exchanged, redeemed, defeased, repurchased, exchanged, acquired or retired (or, if earlier, 91 days after the final stated maturity of the Notes), and

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(D) such new Indebtedness or Disqualified Stock has a Weighted Average Life

to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so redeemed, defeased, repurchased, exchanged, acquired or retired (or, if earlier, 91 days after the

final stated maturity of the Notes);

(4) Restricted Payments to pay for the repurchase, redemption, retirement or other

acquisition for value of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent company of the Issuer held by any future, present or former employee, officer, director, manager or consultant of the Issuer,

any of its Subsidiaries or any direct or indirect parent company of the Issuer or their family members or former family members or the estates of any of the foregoing or the beneficiary of such estates or any other permitted transferee of any of the

foregoing, pursuant to any equity plan, incentive plan or stock option plan or any other director, management, employee or other benefit plan or agreement, or any award agreement, stock subscription or shareholder agreement (including, for the

avoidance of doubt, any principal and interest payable on any notes issued by the Issuer or any direct or indirect parent company of the Issuer in connection with such repurchase, redemption, retirement or other acquisition) or make severance or

other post-termination payments (to the extent such severance or other post-termination payments constitute Restricted Payments) to any such person in connection with the death, disability or termination of employment or other service of such

officer, employee, director, manager or consultant; provided, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year the greater of (x) $15.0 million and (y) 2.5% of EBITDA for the

Applicable Measurement Period (with unused amounts in any fiscal year being carried over to succeeding fiscal years); provided, further, that such amount in any fiscal year may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent

contributed to the Issuer, the cash proceeds from the sale of Equity Interests of any direct or indirect parent company of the Issuer, in each case to any future, present or former officers, employees, directors, managers or consultants of the

Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer that occurred subsequent to the Issue Date, or their family members or former family members or the estates of any of the foregoing or the beneficiary of such

estates or any other permitted transferees of any of the foregoing, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (C) of

Section 1010(a); plus

(B) the cash proceeds of key man life insurance policies received by the Issuer and the

Restricted Subsidiaries subsequent to the Issue Date; less

made pursuant to clauses (A) and (B) of this Section 1010(b)(4); provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) of this Section 1010(b)(4) in

any fiscal year;

and provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted

Subsidiary from any future, present or former employees, officers, directors, managers or consultants of the Issuer or any of its Restricted Subsidiaries, or any direct or indirect parent company of the Issuer, or their family members or former

family members or the estates of any of the foregoing or the beneficiary of such estates (or any permitted transferee thereof) in connection with a repurchase of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer

shall not be deemed to constitute a Restricted Payment for purposes of this Section 1010 or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any

Restricted Subsidiary or any class or series of preferred stock of any Restricted Subsidiary, in each case, issued in accordance with the covenant described under Section 1011 to the extent such dividends are included in the definition of

“Fixed Charges”;

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(6) (A) the declaration and payment of dividends to holders of any class or

series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

(B) the

declaration and payment of dividends to any direct or indirect parent company of the Issuer, the proceeds of which shall be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than

Disqualified Stock) of such parent company issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale

of such Designated Preferred Stock, or

of the dividends declarable and payable thereon pursuant to Section 1010(b)(2);

provided that, in the case of each of

subclauses (A) and (C) of this clause (6), for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the

declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage

Ratio of at least 2.00 to 1.00;

(7) [reserved];

(8) the purchase, repurchase, redemption, acquisition or retirement for value of any Equity Interest of the Issuer or any

Restricted Subsidiary deemed to occur upon (a) the exercise of warrants, stock options or similar rights if such Equity Interests represent a portion of the exercise or purchase price thereof, (b) the withholding of Equity Interests in

connection with an arrangement to satisfy withholding or similar taxes required by the exercise of warrants, stock options or similar rights or upon vesting or settlement of other equity awards or (c) the cancellation of stock options, warrants

or similar rights or other equity awards;

(9) [reserved];

(10) Restricted Payments in an amount that does not exceed the amount of Excluded Contributions made since the Issue Date;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this

clause (11) not to exceed the greater of (x) $90.0 million and (y) 15.0% of EBITDA for the Applicable Measurement Period at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund

amounts owed to Affiliates (including dividends to any direct or indirect parent company of the Issuer to permit payment by such parent of such amount), to the extent permitted by Section 1013;

(14) the repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness,

Disqualified Stock or preferred stock in accordance with the provisions similar to those of Section 1016 and Section 1017;

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(15) the declaration and payment of dividends or distributions by the Issuer

to, or the making of loans to, any direct or indirect parent company of the Issuer in amounts required for any direct or indirect parent company to pay:

(A) franchise and excise taxes and other fees and expenses, in each case, required to maintain its organizational existence,

(B) for so long as the Issuer is a corporation for U.S. federal income tax purposes and is a member of a group filing a

consolidated or combined tax return (or where the Issuer is disregarded as an entity separate from its owner where that owner is a member of such group for U.S. federal or applicable income Tax purposes) with any direct or indirect parent company (a

“Tax Group”), foreign, federal, state and local income taxes (including any interest or penalties related thereto), to the extent such taxes are attributable to the income, revenue, receipts, capital or margin of the Issuer and the

Restricted Subsidiaries that are members of such Tax Group and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted

Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the lesser of (i) the amount that the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described

above) would be required to pay in respect of such foreign, federal, state and local income taxes for such fiscal year had the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) been a stand-alone

Tax Group (separate from any such direct or indirect parent company of the Issuer) (taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Issuer, Restricted Subsidiaries and Unrestricted

Subsidiaries and without duplication of any Taxes paid directly to any appropriate Taxing Authority by the Issuer or any of its Restricted Subsidiaries or Unrestricted Subsidiaries)for all fiscal years ending after the Issue Date and (ii) the

net amount of the relevant taxes that such parent company actually owes to the appropriate Taxing Authority,

salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, employees, directors and managers and consultants of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses, benefits and

indemnities are attributable to the ownership or operation of the Issuer and the Restricted Subsidiaries, including the Issuer’s proportionate share of such amount relating to such parent company being a public company,

(D) general corporate or other operating (including, without limitation, expenses related to auditing or other accounting

matters) and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and the Restricted Subsidiaries, including the

Issuer’s proportionate share of such amount relating to such parent company being a public company,

(E) fees and

expenses incurred by any direct or indirect parent company of the Issuer related to the maintenance by such parent entity of its corporate or other entity existence, and

(F) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities

convertible into or exchangeable for Equity Interests of the Issuer or any such direct or indirect parent company of the Issuer;

(16) the repurchase, redemption or other acquisition for value of Equity Interests of the Issuer deemed to occur in connection

with, and the payment of, cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the

Issuer, in each case, permitted under this Indenture;

(17) the distribution, by dividend or otherwise, of shares of

Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(18) any Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment

the Consolidated Total Debt Ratio would be equal to or less than 2.80 to 1.00;

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(19) payments or distributions to dissenting stockholders pursuant to

applicable law (including in connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with any Permitted Investment or a

consolidation, amalgamation, merger or transfer of assets that complies with, or is not prohibited by, this Indenture;

(20) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this

clause (20) in any fiscal year not to exceed the greater of (x) $60.0 million and (y) 10.0% of EBITDA;

(21)

Restricted Payments made pursuant to the provisions of the Domination Agreement;

(22) Restricted Payments made in

connection with any Permitted Reorganization; and

(23) payments and prepayments with respect to the Target Europe ABS

Facility and the Target German Syndicated Loan;

provided that at the time of, and after giving effect to, any Restricted Payment

permitted under clauses (11), (17), (18) and (20) of this Section 1010(b), no Event of Default shall have occurred and be continuing or would, with the passage of time, occur as a consequence thereof.

For the avoidance of doubt, this Section 1010 shall not restrict the making of any “AHYDO

catch-up payment” with respect to, and required by the terms of, any Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture.

(c) As of the Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit any

Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary,

all outstanding Investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the

second to last sentence of the definition of “Investments.” Such designation shall be permitted only if a Restricted Payment or Permitted Investment in such amount would be permitted at such time, whether pursuant to Section 1010(a)

or under Section 1010(b), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the

restrictive covenants set forth in this Indenture.

(d) For purposes of determining compliance with this Section 1010, in the event

that a proposed Restricted Payment or Investment (or a portion thereof) meets the criteria of clauses (1) through (23) of Section 1010(b) or is entitled to be made pursuant to Section 1010(a) and/or one or more of the exceptions

contained in the definition of “Permitted Investments” in Section 102, the Issuer shall be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment or

Investment (or portion thereof) among such clauses (1) through (23) of Section 1010(b), Section 1010(a) and/or one or more of the exceptions contained in the definition of “Permitted Investments” in Section 102 in a

manner that otherwise complies with this Section 1010; provided that any Investment in or transfer to the Target or any of its Subsidiaries prior to the Control Date pursuant to (i) Section 1010(a), (ii) clause (7), (10), (11),

(18) or (20) of Section 1010(b) or (iii) clause (d), (f), (g), (j), (k), (m), (o), (p), (s), (t), (u)(ii), (v), (w) or (z) of the definition of “Permitted Investments”, in each case, may not be reclassified to clause

(a) of the definition of “Permitted Investments” prior to the Control Date.

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SECTION 1011. Limitation on Incurrence of Indebtedness and Issuance of Disqualified

Stock.

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue,

assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired

Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not the Issuer or Guarantors,

preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of

Disqualified Stock and issue shares of preferred stock, if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the total

amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing and clauses (1)(c)(y) and (33) of Section 1011(b) by Restricted Subsidiaries that are not

Guarantors shall not exceed the greater of (x) $180.0 million and (y) 30.0% of EBITDA for the Applicable Measurement Period at any one time outstanding.

(b) The foregoing limitations shall not apply to:

(1) Indebtedness incurred pursuant to Credit Facilities by the Issuer or any Restricted Subsidiary; provided that

immediately after giving effect to any such incurrence, the then-outstanding aggregate principal amount of all Indebtedness incurred under this clause (1) does not exceed at any one time (a) with respect to the ABL Facility, (x) prior

to the Control Date, the greater of $750.0 million and the Borrowing Base and (y) from and after the Control Date, the greater of $1,600.0 million and the Borrowing Base, plus (b) with respect to the Term Loan Credit

Facility, $700.0 million plus (c) (x) the greater of $600.0 million and 100.0% of EBITDA for of the Applicable Measurement Period at the time of incurrence plus (y) an additional amount if, after giving pro forma

effect to the incurrence of such additional amount and the application of net proceeds therefrom, the Consolidated First Lien Debt Ratio is equal to or less than 2.70 to 1.00 or, to the extent the proceeds of such Indebtedness will be used to

finance an Investment in the nature of an acquisition permitted under the Indenture, the greater of 2.70 to 1.00 and the Consolidated First Lien Debt Ratio immediately prior to giving effect to the consummation of such Investment on a pro forma

basis (after giving effect to the incurrence of any such Indebtedness, but without giving effect to any amount incurred simultaneously under clause (c)(x)), plus (d) in the case of any refinancing of any Indebtedness permitted under this

clause (1) or any portion thereof, any Additional Refinancing Amount; provided that solely for purposes of calculating the Consolidated First Lien Debt Ratio under this clause (1), any Indebtedness incurred under this clause

(1) shall, in each case, be deemed to be Consolidated First Lien Indebtedness of the Issuer and its Restricted Subsidiaries irrespective of whether such Indebtedness actually constitutes Consolidated First Lien Indebtedness; provided

further that the total amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to clause Section 1011(b)(1)(c)(y), Section 1011(a) and Section 1011(b)(33)

by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $180.0 million and (y) 30.0% of EBITDA for the Applicable Measurement Period at any one time outstanding;

(2) Indebtedness represented by the Notes (including any Guarantee thereof, but excluding Indebtedness represented by

Additional Notes, if any, or guarantees with respect thereto);

(3) Existing Indebtedness (other than Indebtedness incurred

pursuant to clauses (1) and (2) above);

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified

Stock and preferred stock incurred by the Issuer or any Restricted Subsidiary, to finance the purchase, lease, expansion, construction, development, installation, replacement, relocation, renewal, maintenance, upgrade, repair or improvement of

property (real or personal), equipment or other assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of

the obligations of the Issuer or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of the Issuer or such Restricted Subsidiary, in

an aggregate principal amount or liquidation preference which,

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when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (4), and all Indebtedness

incurred to Refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (4), does not exceed the greater of (x) $180.0 million and (y) 30.0% of EBITDA for the Applicable Measurement Period plus, in

the case of any refinancing of any Indebtedness permitted under this clause (4) or any portion thereof, any Additional Refinancing Amount, at the time of incurrence; provided that such Indebtedness that exists at the date of such

purchase, lease, expansion, construction, installation, replacement, relocation, renewal, maintenance, upgrade, repair or improvement or is created within 365 days of the completion thereof incurred by the Issuer or any Restricted Subsidiary

pursuant to this clause (4) in connection with a Sale and Lease-Back Transaction shall not be subject to the foregoing limitation so long as the proceeds of such Sale and Lease-Back Transaction are used by the Issuer or such Restricted

Subsidiary to permanently repay outstanding Indebtedness of the Issuer and the Restricted Subsidiaries;

(5) Indebtedness

incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the

ordinary course of business, including letters of credit in favor of suppliers or trade creditors or in respect of workers’ compensation claims, performance, surety, release, appeal or similar bonds, statutory obligations, completion

guarantees or supporting indemnity, bid, warranty, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding

workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance (including, for the avoidance of doubt, in respect of section 8a of the

German Act on Partial Retirement (Altersteilzeitgesetz) or section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV));

(6) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of

purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of

Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected as Indebtedness on the balance sheet of

the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause

(6));

(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a

Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such

Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness (to

the extent still outstanding) not permitted by this clause (7);

(8) Indebtedness or Disqualified Stock of a Restricted

Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Guarantor, such Indebtedness is subordinated in right of payment to

the Guarantee of the Notes of such Guarantor; provided, further, that any subsequent transfer of any such Indebtedness or Disqualified Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed to be an

incurrence of such Indebtedness or issuance of Disqualified Stock (to the extent still outstanding) not permitted by this clause (8);

(9) shares of preferred stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided

that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except

to the Issuer or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock not permitted by this clause (9);

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(10) Hedging Obligations (excluding Hedging Obligations entered into for

speculative purposes);

(11) Indebtedness and obligations in respect of (x) self-insurance, performance, bid, appeal

and surety bonds and completion guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case, in the

ordinary course of business and (y) deferred compensation or other similar arrangements incurred by the Issuer or any of its Restricted Subsidiaries;

(12) (A) Indebtedness, Disqualified Stock and preferred stock of the Issuer or any Restricted Subsidiary in an aggregate

principal amount or liquidation preference up to 100% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer

(in each case, other than Excluded Contributions or proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (C)(2) and (C)(3) of Section 1010(a) to the

extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 1010(b) or to make Permitted Investments (other than

Permitted Investments specified in clause (1) of the definition thereof) and

(B) Indebtedness, Disqualified Stock or

preferred stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other

Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (12)(B), does not at any one time outstanding exceed the greater of (x) $300.0 million and (y) 50.0% of EBITDA for the Applicable

Measurement Period (plus, in the case of any refinancing of any Indebtedness permitted under this clause (12)(B) or any portion thereof, any Additional Refinancing Amount) at the time of incurrence (it being understood that any Indebtedness,

Disqualified Stock or preferred stock incurred pursuant to this clause (12)(B) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(B) but shall be deemed incurred for the purposes of Section 1011(a) or clause

(33) below, as applicable, from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or preferred stock under Section 1011(a) or clause (33) below, as

applicable, without reliance on this clause (12)(B));

(13) the incurrence or issuance by the Issuer or any Restricted

Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves to Refinance any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under Section 1011(a), clause (2), (3) or 12(A) above, this clause

(13) or clause (14), (30) or (33) below or any Indebtedness, Disqualified Stock or preferred stock issued to Refinance such Indebtedness, Disqualified Stock or preferred stock at or prior to its respective maturity plus any

Additional Refinancing Amount (the “Refinancing Indebtedness”); provided that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the

remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being Refinanced (or, if earlier, 91 days after the final stated maturity of the Notes);

(B) to the extent such Refinancing Indebtedness Refinances (i) Indebtedness subordinated to the Notes or any Guarantee of

the Notes, such Refinancing Indebtedness is subordinated to the Notes or such Guarantee at least to the same extent as the Indebtedness being Refinanced or (ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness must be

Disqualified Stock or preferred stock, respectively;

stock of a Subsidiary of the Issuer that is not a Guarantor that Refinances Indebtedness, Disqualified Stock or preferred stock of the Issuer or a Guarantor; and

(D) shall not include Indebtedness, Disqualified Stock or preferred stock of a Restricted Subsidiary that refinances

Indebtedness, Disqualified Stock or preferred stock of an Unrestricted Subsidiary;

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(14) Indebtedness, Disqualified Stock or preferred stock of Persons that are

acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture (including designating an Unrestricted Subsidiary a Restricted Subsidiary),

to the extent that (i) such Indebtedness, Disqualified Stock or preferred stock was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (ii) neither the Company nor any Subsidiary

thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person or that is a Subsidiary of such acquired Person at the time of such acquisition) shall have any liability or other obligation

with respect to such Indebtedness, Disqualified Stock or preferred stock; provided that after giving effect to such acquisition, merger, amalgamation or consolidation, either:

(A) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is (x) at least 2.00 to 1.00 or

(y) equal to or greater than the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries immediately prior to such acquisition, merger, amalgamation or consolidation, or

(B) the Consolidated Total Debt Ratio of the Issuer and the Restricted Subsidiaries is (x) no greater than 4.05 to 1.00 or

(y) equal to or less than the Consolidated Total Debt Ratio of the Issuer and the Restricted Subsidiaries immediately prior to such acquisition, merger or consolidation;

(15) 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;

(16) Indebtedness of the Issuer or any Restricted

Subsidiary supported by a letter of credit issued pursuant to any Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (A) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted

Subsidiary so long as, in the case of a guarantee by a Restricted Subsidiary that is not a Guarantor, such Indebtedness could have been incurred directly by the Restricted Subsidiary providing such guarantee, or

(B) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer;

(18) Indebtedness of Restricted Subsidiaries that are not Guarantors at any one time outstanding not to exceed, in the

aggregate, the greater of (x) $210.0 million and (y) 35.0% of EBITDA for the Applicable Measurement Period (plus, in the case of any refinancing of any Indebtedness permitted under this clause (18) or any portion thereof, any Additional

Refinancing Amount) at the time of incurrence (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred

for the purposes of Section 1011(a) or clause (33) below, as applicable, from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness under Section 1011(a) or clause (33) below, as

applicable, without reliance on this clause (18));

(19) Indebtedness of the Issuer or any of its Restricted Subsidiaries

consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business, and to the extent constituting Indebtedness, customer

deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business;

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(20) (A) Permitted Intercompany Activities, and (B) Indebtedness of the

Issuer or any of its Restricted Subsidiaries in respect of Cash Management Services or undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business;

(21) (A) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to future, present

or former employees, officers, directors, managers or consultants of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer, or their family members or former family members or the estates of any of the foregoing

or the beneficiary of such estates, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in Section 1010(b)(4) in an aggregate amount

not to exceed the greater of (x) $30.0 million and (y) 5.0% of EBITDA for the Applicable Measurement Period (plus, in the case of any refinancing of any Indebtedness permitted under this clause (21) or any portion thereof, any Additional

Refinancing Amount); and (B) Indebtedness representing deferred compensation (i) to employees of the Issuer (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of business or

(ii) incurred in connection with any acquisition (by merger, consolidation, amalgamation or otherwise);

(22)

Indebtedness of the Issuer (and Guarantees thereof by any Guarantor) to the extent that the net proceeds thereof are promptly deposited to defease, redeem or to satisfy and discharge the Notes or repurchase the Notes tendered in an offer made

pursuant to the terms of this Indenture;

(23) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with

the principal amount of all other Indebtedness incurred pursuant to this clause (23) then outstanding, does not exceed the greater of (x) $30.0 million and (y) 5.0% of EBITDA for the Applicable Measurement Period (plus, in the case of any

refinancing of any Indebtedness permitted under this clause (23) or any portion thereof, any Additional Refinancing Amount);

(24) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures not to exceed the

greater of (x) $90.0 million and (y) 15.0% of EBITDA for the Applicable Measurement Period (plus, in the case of any refinancing of any Indebtedness permitted under this clause (24) or any portion thereof, any Additional Refinancing

Amount);

(25) Indebtedness of the Target and its Subsidiaries existing or incurred prior to the Control Date to the extent

not prohibited by the BCA or the Offer Document, and any Refinancing thereof;

(26) Indebtedness incurred in connection

with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables or payables for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of

business on arm’s length commercial terms;

(27) Indebtedness of the Issuer or any of its Restricted Subsidiaries

owing 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;

(28) Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred pursuant to Permitted Receivables Transactions;

(29) Indebtedness of the Issuer or any of its Restricted Subsidiaries with respect to customer advances or prepayments

made in the ordinary course of business as determined in accordance with GAAP;

(30) Acquired Indebtedness of the Issuer or

any of its Restricted Subsidiaries up to the greater of (x) $90.0 million and (y) 15.0% of EBITDA for the Applicable Measurement Period; provided that any such Indebtedness of any Restricted Subsidiary is without any recourse to the

Issuer or any other Restricted Subsidiary;

(31) unsecured intercompany Indebtedness in connection with any Permitted

Reorganization; provided that any such Indebtedness is subordinated in right of payment to the notes;

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(32) Indebtedness in respect of the Klöckner Shareholder Loan in an

aggregate outstanding principal amount not to exceed EUR 200,000,000; and

(33) the incurrence of Indebtedness (including

Acquired Indebtedness) or issuance of shares of Disqualified Stock by the Issuer and the incurrence of Indebtedness (including Acquired Indebtedness) or the issuance of shares of Disqualified Stock or preferred stock by any Restricted Subsidiary

(A) (x) in the case of Indebtedness that is secured on a junior lien basis with respect to the Liens securing the Notes, if, after giving effect thereto, the Consolidated Secured Debt Ratio of the Issuer and the Restricted Subsidiaries would be

no greater than (x) 3.20 to 1.00 or (y) if the proceeds of such Indebtedness will be used to finance an Investment in the nature of an acquisition that is permitted under the Indenture, the greater of 3.20 to 1.00 and the Consolidated Secured

Debt Ratio immediately prior to giving effect to the consummation of such Investment and (B) in the case of Indebtedness that is unsecured or secured by assets not constituting Collateral, if, after giving effect thereto, the Consolidated Total

Debt Ratio of the Issuer and the Restricted Subsidiaries would be no greater than (x) 4.05 to 1.00 or (y) if the proceeds of such Indebtedness will be used to finance an Investment in the nature of an acquisition that is permitted under the

Indenture, the greater of 4.05 to 1.00 and the Consolidated Total Debt Ratio immediately prior to giving effect to the consummation of such Investment; provided that the total amount of Indebtedness (including Acquired Indebtedness),

Disqualified Stock and preferred stock that may be incurred pursuant to this clause (33), clause (1)(c)(y) and Section 1011(a) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $180.0 million and (y)

30.0% of EBITDA for the Applicable Measurement Period at any one time outstanding.

Section 1011,

(1) in the event that an item of Indebtedness, Disqualified Stock or preferred stock (or any portion

thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or preferred stock described in clauses (1) through (33) of Section 1011(b) or is entitled to be incurred pursuant to

Section 1011(a), the Issuer, in its sole discretion, may divide, classify, and from time to time re-divide or reclassify such item of Indebtedness, Disqualified Stock or preferred stock (or any portion

thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or preferred stock in one of the above clauses of this Section 1011(b) or Section 1011(a); provided that all Indebtedness

outstanding under the Senior Credit Facilities on the Issue Date after giving effect to the Transactions will, as long as such Indebtedness is outstanding, be treated as incurred under Section 1011(b)(1); and

(2) at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of

the types of Indebtedness described in Sections 1011(a) and (b) above.

Accrual of interest or dividends, the accretion of accreted

value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness,

Disqualified Stock or preferred stock for purposes of this Section 1011.

For purposes of determining compliance with any U.S.

dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such

Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in another currency, and such

Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to

have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed (i) the principal amount of such Indebtedness being Refinanced plus (ii) the Additional Refinancing Amounts in connection with such

Refinancing.

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(d) This Indenture shall not treat (1) unsecured Indebtedness as subordinated or junior

to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

(e) Notwithstanding anything to the contrary herein, in the case of any Indebtedness incurred to refinance Indebtedness initially incurred in

reliance on Section 1011(b) measured by reference to a percentage of EBITDA at the time of incurrence, and such refinancing would cause the percentage of EBITDA restriction to be exceeded if calculated based on the percentage of EBITDA on the

date of such refinancing, such percentage of EBITDA restriction shall be deemed to not be exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus

Additional Refinancing Amounts in connection with such refinancing.

SECTION 1012. Liens.

(a) The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien

(except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom,

unless (i) in the case of Liens on any Collateral, such Lien expressly has junior priority on the Collateral relative to the Notes (or the related Guarantee in the case of Liens of a Guarantor) or (ii) in the case of any Lien on any asset

or property that is not Collateral, the Notes (or the related Guarantee in the case of Liens of a Guarantor) are equally and ratably secured with (or on a senior basis to, in the case such Lien secured any Subordinated Indebtedness) the Obligations

secured by such Lien until such time as such Obligations are no longer secured by Lien. Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 1012 will provide by its terms that such Lien shall be automatically

and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure the Notes.

(b) With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such

Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness outstanding in connection

with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation

preference and increases in the principal amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

(c) For purposes of determining compliance with this Section 1012, (x) a Lien need not be incurred solely by reference to one

category of Permitted Liens or pursuant to Section 1012(a) but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), (y) in the event that a Lien (or

any portion thereof) meets the criteria of one or more of such categories of Permitted Liens or pursuant to Section 1012(a), the Issuer shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that

complies with this Section 1012, and (z) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (20) of the definition of “Permitted Liens” (giving effect to

the incurrence of such portion of such Indebtedness), the Issuer, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (20) of the definition

of “Permitted Liens” and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of the definition of “Permitted Liens” or Section 1012(a).

(d) Notwithstanding anything to the contrary herein, the Issuer will not, and will not permit any of its Subsidiaries to, create, incur,

assume or suffer to exist any Lien securing Indebtedness for borrowed money on more than 65.0% of the total issued and outstanding Equity Interests of BidCo Holdco, BidCo or the Target, in each case unless the Obligations are secured by the

applicable Equity Interests in excess of such amount on at least an equal and ratable basis.

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SECTION 1013. Limitations on Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise

dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the

Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $90.0 million and (y) 15.0% of EBITDA for the Applicable Measurement Period, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted

Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions

involving aggregate payments or consideration in excess of the greater of (x) $180.0 million and (y) 30.0% of EBITDA for the Applicable Measurement Period, a resolution adopted by the majority of the board of directors of the Issuer approving

such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

(b) The foregoing provisions shall not apply to the following:

(1) (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries or any entity that becomes a

Restricted Subsidiary as a result of such transaction and (ii) any merger or consolidation of the Issuer or any direct or indirect parent of the Issuer; provided that such parent company shall have no material liabilities and no material

assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the terms of this Indenture;

(2) Permitted Investments and Restricted Payments permitted by Section 1010;

(3) transactions pursuant to compensatory, benefit and incentive plans and similar agreements with officers, directors,

managers, consultants or employees of the Issuer or any of its Restricted Subsidiaries or any direct or indirect parent company of the Issuer;

(4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment

and severance arrangements provided on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted

Subsidiary;

(5) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee

a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant

Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement or arrangement in effect as of the Issue Date or any amendment, modification, or supplement thereto or

replacement thereof (so long as any such amendment, modification, supplement or replacement is not, in the good faith judgment of the Issuer, disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable

agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby;

(7) the existence of, or

the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party

as of the Issue Date and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by the Issuer or any Restricted Subsidiary of, obligations under any future amendment to any such existing

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agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are

not, in the good faith judgment of the Issuer, otherwise disadvantageous to the Holders in any material respect when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case, as contemplated in the

Offering Memorandum;

(9) transactions with customers, clients, suppliers, contractors, joint venture partners or

purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the good faith judgment of the

Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer and the granting and

performance of customary registration rights;

(11) sales of accounts receivable, or participations therein, and other

related assets, in connection with any Receivables Facility;

(12) payments, loans, advances or guarantees (or cancellation

of loans, advances or guarantees) to future, current or former employees, officers, directors, managers or consultants of the Issuer, any direct or indirect parent company of the Issuer or any Restricted Subsidiary and employment agreements, stock

option plans and other compensatory arrangements with such employees, directors, manager or consultants which, in each case, are approved by the Issuer in good faith;

(13) any transaction in which the only consideration paid by the Issuer or any Restricted Subsidiary consists of Equity

Interests (other than Disqualified Stock) of the Issuer;

(14) payments to any future, current or former employee,

director, officer manager or consultant of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer pursuant to any equity plan, stock option plan, severance plan or any other director, management, consultant or

employee benefit plan or agreement or other compensation arrangement or any stock subscription or shareholder agreement; and any employment or severance or other post-termination agreements, severance and other compensatory arrangements (and any

successor plans thereto) and any qualified or non-qualified retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants that are, in each case, approved by

the Issuer, any of its Restricted Subsidiaries or any direct or indirect parent company of the Issuer, in good faith;

(15)

any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person;

(16) payments by the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries pursuant to tax

sharing agreements among the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer, its

Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its

Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of the Issuer;

(17) any lease entered into between the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer in the ordinary

course of business;

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(18) intellectual property licenses in the ordinary course of business;

(19) transactions between the Issuer or any of its Restricted Subsidiaries and any Person that would constitute an Affiliate

Transaction solely because a director of which is also a director of the Issuer or any other direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct

or indirect parent of the Issuer, as the case may be, on any matter involving such other Person;

(20) pledges of Equity

Interests of Unrestricted Subsidiaries;

(21) transactions with joint ventures for the purchase or sale of goods, equipment

and services entered into in the ordinary course of business and other payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including, without limitation, any cash

management activities related thereto);

(22) Permitted Intercompany Activities and related transactions;

(23) any merger, consolidation or reorganization of the Issuer or Restricted Subsidiary with an Affiliate of the Issuer or

Restricted Subsidiary solely for the purpose of reincorporating the Issuer or Restricted Subsidiary in a new jurisdiction;

(24) transactions among the Target and its Subsidiaries prior to the Control Date to the extent not prohibited by the BCA or

the Offer Document;

(25) transactions in connection with any Permitted Reorganization;

(26) transactions in connection with Permitted Supply Chain Financings (as defined in the ABL Credit Agreement);

(27) any transaction in respect of which the Issuer delivers to the Trustee a letter addressed to the board of directors of the

Issuer from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to the Issuer or the applicable Restricted Subsidiary than would be obtained in a

comparable arm’s-length transaction with a Person that is not an Affiliate; and

(28) with respect to the Issuer or any Restricted Subsidiary, any transaction approved by a majority of the members of the

board of directors or similar governing body of the Issuer or such Restricted Subsidiary, as applicable, who do not have a material direct or indirect financial interest in or with respect to such transaction.

SECTION 1014. Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall not, and shall

not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such

Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary

that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Issuer or any Restricted Subsidiary that is a Guarantor;

(2) make loans or advances to the Issuer or any Restricted Subsidiary; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary, except (in each case)

for such encumbrances or restrictions existing under or by reason of:

(A) (x) contractual encumbrances or restrictions in

effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and related Hedging Obligations and (y) solely with respect to the Target and its Subsidiaries, contractual encumbrances or restrictions

in effect on the Control Date to the extent not prohibited by the BCA or the Offer Document;

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(B) this Indenture, the Notes and the Guarantees;

(C) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that

impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(D) applicable law or

any applicable rule, regulation or order;

(E) any agreement or other instrument of a Person acquired by or merged or

consolidated with or into the Issuer or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in

existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the

property or assets of the Person and its Subsidiaries, so acquired or designated;

(F) contracts for the sale of assets,

including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(G) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 1011 and 1012 that limit the right of the

debtor to dispose of the assets securing such Indebtedness;

(H) restrictions on cash or other deposits or net worth

imposed by customers under contracts entered into in the ordinary course of business;

(I) restrictions imposed by the

terms of other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 1011;

(J) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating

solely to such joint venture and asset sale agreements and Sale and Lease-Back Transaction agreements;

(K) customary

provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business;

(L) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuer, are

necessary or advisable to effect such Receivables Facility;

(M) restrictions or conditions contained in any trading,

netting, operating, construction, service supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits

the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of

the Issuer or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;

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(N) customary provisions in agreements restricting assignment of such

agreement entered into in the ordinary course of business;

(O) any encumbrances or restrictions arising in connection with

any Permitted Reorganization;

(P) any Indebtedness or other obligations secured by a Lien permitted under this Indenture;

provided that any prohibition or limitation shall only be effective against the assets subject to such Lien;

(Q) any

agreement regarding Indebtedness or other obligations of any Restricted Subsidiary that is not a Guarantor not prohibited under this Indenture; provided that any prohibition or limitation shall only be effective against the assets of such

Restricted Subsidiary and its Subsidiaries;

(R) contractual obligations incurred in the ordinary course of business and on

customary terms which limit Liens on the assets subject of the applicable contractual obligation;

(S) restrictions

applicable to the Target and its Subsidiaries in any agreement entered into prior to the Control Date to the extent not prohibited by the BCA or the Offer Document;

(T) customary restrictions contained in the organizational documents of any Restricted Subsidiary that is not a Guarantor; and

(U) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any

amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (T) above; provided that such amendments,

modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a

whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

(4) For purposes of determining compliance with the covenants set forth in this Section 1014: (i) the priority of any

preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the

subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 1015. Future Guarantors. From and after the Issue Date, the Issuer shall cause any Restricted Subsidiary of the Issuer that

is not then a Guarantor which guarantees or incurs any indebtedness under the Term Loan Credit Facility to execute and deliver (i) to the Trustee, a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor

hereunder providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and (ii) to the Notes Collateral Agent, joinder agreements or other

similar agreements with respect to the Collateral Documents, and to take all actions required thereunder to perfect the Liens created thereunder; provided that such supplemental indenture and joinder agreements or similar agreements shall be

executed and delivered to the Trustee or Notes Collateral Agent, as applicable, within 30 days of the date that such Indebtedness under the Term Loan Credit Facility has been guaranteed or incurred by such Restricted Subsidiary. Each Guarantee will

be limited as necessary to reflect limitations under local law in the applicable jurisdiction and defenses generally available to guarantors in such jurisdiction (including those relating to fraudulent conveyance, fraudulent transfer, voidable

preference, financial assistance, corporate purpose, corporate benefit, capital maintenance and similar laws, regulations and defenses affecting the rights of

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creditors generally) or other considerations under applicable law. This includes limiting Guarantees to an amount not to exceed the maximum amount that can be guaranteed by that Restricted

Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law. However, such limitations may not be effective under local law. Each Guarantee shall be released upon the terms and in accordance

with the provisions of Section 1208.

SECTION 1016. Change of Control.

(a) If a Change of Control occurs after the Issue Date, unless the Issuer has, prior to or concurrently with the time the Issuer is required

to make a Change of Control Offer (as defined below), delivered electronically or mailed a redemption notice with respect to all the Outstanding Notes pursuant to Section 401 and Section 1105, the Issuer shall make an offer to purchase all

of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued

and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. No later than 30 days following any Change of

Control, the Issuer shall send notice of such Change of Control Offer by first class mail or overnight mail or electronic delivery, with a copy to the Trustee sent in the same manner, to each Holder to the address of such Holder appearing in the

security register or otherwise in accordance with the procedures of the Depository, with the following information:

(1)

that a Change of Control Offer is being made pursuant to this Section 1016 and that all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment by the Issuer;

(2) the purchase price and the purchase date, which shall be no earlier than 10 days nor later than 60 days from the date such

notice is mailed (the “Change of Control Payment Date”); provided that such Change of Control Payment Date is subject to extension to more than 60 days in connection with a conditional Change of Control Offer;

(3) that any Note not properly tendered shall remain outstanding and continue to accrue interest;

(4) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant

to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date;

(5) that Holders

electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent

specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such

Notes; provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, electronic transmission (in PDF), facsimile transmission or letter (sent in the same manner provided in the Change of Control

Offer) setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuer is purchasing less than all of the Notes held by any Holder, the Holder will be issued new Notes and

such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;

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(8) if such notice is delivered prior to the occurrence of a Change of

Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the

Change of Control shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date, or by the Change of

Control Payment as so delayed; and

(9) the other instructions, as determined by the Issuer, consistent with this

Section 1016, that a Holder must follow.

(b) While the Notes are in global form and the Issuer makes an offer to purchase all of the

Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of the Depository, subject to its rules and regulations.

securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or

regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(d) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) unless deposited before the Change of Control Payment Date, deposit with the Paying Agent an amount equal to the aggregate

Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be

delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating that all Notes or portions thereof have been tendered to and purchased by the Issuer.

(e) In the event that the Issuer makes a Change of Control Payment, the Paying Agent shall promptly deliver or mail to each Holder of the

Notes properly tendered pursuant to the Change of Control Offer the Change of Control Payment received by the Paying Agent for such Notes, and upon receipt of written direction from the Issuer, the Trustee shall promptly authenticate a new Note

equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall publicly

announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(f) The Issuer

shall not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this

Indenture applicable to a Change of Control Offer made by the Issuer and purchases all such Notes validly tendered and not withdrawn under such Change of Control Offer, (ii) in connection with or in contemplation of any Change of Control, the

Issuer or a third party has made an offer to purchase, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer (an “Alternate Offer”), any and all Notes

validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer or (iii) an unconditional notice of redemption with respect

to all of the Outstanding Notes has been given pursuant to Section 1105. Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditional upon such Change

of Control, if a definitive agreement is in place for the Change of Control at the time of the making of such Change of Control Offer or Alternate Offer.

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(g) The provisions of this Section 1016, including the definition of “Change of

Control,” may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

SECTION

1017. Asset Sales.

(a) The Issuer shall not, and shall not permit any Restricted Subsidiary to consummate, directly or indirectly,

an Asset Sale, unless:

(1) except in the case of any Becker Sale, the Issuer or such Restricted Subsidiary, as the case

may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap or any Becker Sale, at least 75% of the consideration from such Asset Sale

received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A) any liabilities (as reflected on the Issuer’s most recent consolidated balance sheet or in the footnotes thereto, or

if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or

prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets (or are otherwise

extinguished in connection with the transactions relating to such Asset Sale) and for which the Issuer and all such Restricted Subsidiaries have been validly released by all applicable creditors in writing;

(B) any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary from such

transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each

case, within 180 days following the closing of such Asset Sale; and

Non-Cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated

Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of $120.0 million and 20.0% of EBITDA for the Applicable Measurement Period at

the time of contractually agreeing to such Asset Sale, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

(b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or

such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale:

(1) to:

(A) permanently repay or reduce, to the extent such Net Proceeds resulted from an Asset Sale of Term Priority Collateral,

Parity Lien Indebtedness (including the Term Loan Credit Facility and the Notes but other than Indebtedness owed to the Issuer or a Restricted Subsidiary); provided that if the Issuer or any Restricted Subsidiary shall so repay any such Indebtedness

other than the Notes, the Issuer or such Restricted Subsidiary will reduce Obligations under the Notes on a pro rata basis by, at its option, either (A) redeeming Notes as described under Section 1101 or

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(B) purchasing Notes through open-market purchases or in privately negotiated transactions at market prices (which may be below par) or make an offer (in accordance with the procedures set forth

below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Indebtedness for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the

principal amount of Notes to be repurchased;

(B) the extent such Net Proceeds resulted from an Asset Sale consisting of

ABL Priority Collateral, to repay or reduce the outstanding principal amount of Obligations in respect of the ABL Facility;

(C) permanently repay or reduce, to the extent such Net Proceeds resulted from an Asset Sale not consisting of Collateral,

Obligations in respect of other Secured Indebtedness (including the Notes but other than Indebtedness owed to the Issuer or a Restricted Subsidiary);

(D) permanently repay or reduce, to the extent such Net Proceeds resulted from an Asset Sale not consisting of Collateral, any

other Senior Indebtedness of the Issuer or any Restricted Subsidiary (other than Indebtedness owed to the Issuer or a Restricted Subsidiary) (and to correspondingly reduce any outstanding commitments with respect thereto, if applicable); or

(E) permanently repay or reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed

to the Issuer or another Restricted Subsidiary;

(2) to make (a) an Investment in any one or more businesses;

provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it

constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other property or assets, in the case of each of clauses (a), (b) and (c), either (i) used or useful in a Similar Business

(in the good faith determination of the Issuer, whose determination shall be conclusive) or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that the Issuer and its Restricted

Subsidiaries shall be deemed to have complied with this clause (2) if and to the extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Issuer or such Restricted Subsidiary has entered into and not abandoned or

rejected a binding agreement to consummate any such investment described in this clause (2) with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an

“Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into

another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net

Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; or

(3) any combination of the foregoing.

(c) Notwithstanding the foregoing, to the extent a distribution of any or all of the Net Proceeds of any Asset Sale by a Foreign

Subsidiary to the Issuer or another Restricted Subsidiary of the Issuer (i) is (x) prohibited or delayed by applicable local law, rule or regulation or (y) restricted by applicable organizational documents or any agreement or

(z) subject to other organizational or administrative impediments from being repatriated to the United States or (ii) would have a material adverse tax consequence for the Issuer or such Restricted Subsidiary of the Issuer as reasonably

determined by the Issuer (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), an amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance

with this Section 1017. To the extent that the Net Proceeds of an Asset Sale are attributable to a non-Wholly-Owned Subsidiary, the amount of such Net Proceeds required to be applied in compliance with

this Section 1017 shall not exceed the lesser of (x) an amount corresponding to the proportionate ownership interests in such non-Wholly-Owned Subsidiary or (y) an amount corresponding to the

amount of distributions permitted to be made from such non-Wholly-Owned Subsidiary to its direct or indirect parent entity that is a Wholly-Owned Subsidiary for such purposes at the time such prepayment is

required to be made.

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Notwithstanding the foregoing, to the extent that the Net Proceeds of an Asset Sale are attributable to the Target or any of its Subsidiaries prior to the Control Date, such Net Proceeds shall

not be required to be applied in compliance with this covenant. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a

Default or an Event of Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require the Issuer or any Restricted Subsidiary to repatriate cash or to apply any Net Proceeds in the event that such repatriation is not

permitted under applicable local law, rule or regulation, applicable organizational documents or agreements or other impediment or would result in material adverse tax consequences.

(d) Any Net Proceeds from any Asset Sale that are not invested or applied in accordance with Section 1017(b) (but excluding for the

avoidance of doubt any such proceeds not required to be applied or invested as a result of Section 1017(b) or Section 1017(c)) within the time set forth therein will be deemed to constitute “Excess Proceeds.” Within ten

Business Days after the date that the aggregate amount of Excess Proceeds exceeds the greater of $120.0 million and 20.0% of EBITDA for the Applicable Measurement Period, the Issuer shall make an offer to all Holders of the Notes to purchase,

and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”) or any Parity Lien Indebtedness, purchase or make an offer to the holders of such Pari Passu Indebtedness or

Parity Lien Indebtedness, as applicable (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness or Parity Lien Indebtedness, as applicable, and with respect to the

Notes only in multiples of $1,000, that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to

the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. In the event that the Issuer or a Restricted Subsidiary prepays any Pari Passu Indebtedness or Parity Lien Indebtedness that is outstanding

under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the Issuer or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid.

The Issuer shall commence an Asset Sale Offer by transmitting electronically or by mailing the notice required pursuant to the terms of this

Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and, if applicable, Pari Passu Indebtedness or Parity Lien Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the

case of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds the Issuer is offering to apply in such Asset Sale Offer), the Issuer may use any remaining Excess Proceeds (or such

remaining amount offered) (any such remaining amount, the “Declined Proceeds”) in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness or Parity Lien

Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes to be purchased or repaid will be selected on a pro rata basis or otherwise in accordance with the procedures of the Depository; provided

that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero, and in the case of an Asset Sale Offer being effected in advance of being required

to do so by this Indenture, the amount of Net Proceeds the Issuer is offering to apply in such Asset Sale Offer shall be excluded in subsequent calculations of Excess Proceeds.

(e) Pending the final application of any Net Proceeds pursuant to this Section 1017, the Issuer or the applicable Restricted Subsidiary

may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest or utilize such Net Proceeds in any manner not prohibited by this Indenture.

(f) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other

securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations

conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(g) The provisions under this Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of an

Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

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SECTION 1018. Suspended Covenants. Beginning on any date after the Issue Date that:

(1) the Notes have Investment Grade Ratings from at least two Rating Agencies and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses

(1) and (2) being collectively referred to as a “Suspension Event”) and ending on the date (the “Reversion Date”) that the Notes no longer have Investment Grade Ratings from at least two Rating Agencies

(such period of time, the “Suspension Period”), the Issuer and the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture:

(A) clause (a)(4) of Section 801;

(B) Section 1010;

1011;

(D) Section 1013;

(E) Section 1014;

(F) Section

1015; and

(G) Section 1017.

(collectively, the “Suspended Covenants”). The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence

of a Suspension Event (the date of such occurrence, the “Suspension Date”). The Trustee shall not be deemed to have knowledge of the ratings of the Notes and shall have no obligation to monitor the ratings of the Notes or to

independently determine or verify if such events have occurred or notify the Holders of any Suspension Date or Reversion Date.

During a

Suspension Period, the Issuer shall be prohibited from designating any of its Subsidiaries as Unrestricted Subsidiaries under this Indenture.

During the Suspension Period, the Issuer and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under

Section 1012 (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the

Suspension Period (but solely for purposes of Section 1012 and for no other covenant).

On the Reversion Date, all Indebtedness

incurred during the Suspension Period shall be classified to have been incurred pursuant to and permitted under Section 1010(a) or one of the clauses set forth in the Section 1010(b) (to the extent such Indebtedness would be permitted to

be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to

Section 1010(a) or (b), such Indebtedness shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted indebtedness under Section 1010(b)(3) and permitted to be refinanced under

Section 1010(b)(13).

Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under

Section 1010 will be made as though Section 1010 had been in effect during the entire period of time after the Issue Date and prior to, but not during, the Suspension Period and, accordingly, all Restricted Payments made during the

Suspension Period will not reduce the amount available to be made as Restricted Payments under clause (C) of Section 1010(a).

In addition, for purposes of Section 1013, all Affiliate Transactions entered into by the Issuer or any of its Restricted Subsidiaries

with an Affiliate of the Issuer during the applicable Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, and for purposes of Section 1014, all contracts entered into during the

applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such Section 1014 will be deemed to have been existing on the Issue Date. For purposes of Section 1017, on the Reversion Date,

the unutilized Net Proceeds amount will be reset to zero.

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Notwithstanding the fact that covenants suspended during a Suspension Period may be

reinstated, (1) no Default or Event of Default or breach of any kind will be deemed to have occurred, and neither the Issuer nor any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension

Period or any actions taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure to comply with such covenants during the Suspension Period or at the time such covenants are

reinstated and (2) following a Reversion Date, the Issuer and each of the Restricted Subsidiaries will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or

obligations arising during any Suspension Period and to consummate the transactions contemplated thereby.

The Issuer shall give the

Trustee written notice of any Suspension Event not later than five Business Days after such Suspension Event has occurred. The Issuer shall give the Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after

such Reversion Date. Neither the Trustee nor the Agents shall have any duty to (i) monitor the ratings of the Notes, (ii) ascertain whether a Covenant Suspension Event or Reversion Date have occurred, or (iii) notify the Holders of

any of the foregoing.

SECTION 1019. Financial Calculations for Covenants.

When calculating the availability under any basket or ratio under this Indenture or the occurrence of any Default or Event of Default, in each

case in connection with a Limited Condition Transaction, the date of determination of such basket or ratio and of any Default or Event of Default may be deemed to be, at the option of the Issuer, the date on which the definitive agreement, binding

commitment (including with respect to any Indebtedness incurred in connection therewith) or notice for such Limited Condition Transaction is entered into or delivered, or the date of consummation thereof (such selected date, the “LCT Test

Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the applicable period most recently ended

prior to the LCT Test Date and remained outstanding, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such basket or ratio or other provision, such basket, ratio, or other provision shall be deemed to have

been complied with; provided that no Event of Default under any of clauses (1), (2) or (6) of Section 501 shall have occurred and be continuing on the date of consummation of such Limited Condition Transaction after giving effect thereto.

If the Issuer has made such an election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability on or following the relevant LCT Test Date and prior to the earlier of (x) the

date on which such Limited Condition Transaction is consummated and (y) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such

ratio or basket availability shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)

have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires without consummation of such Limited Condition Transaction.

In addition, notwithstanding anything in this Indenture to the contrary, unless the Issuer elects otherwise, if the Issuer or its

Restricted Subsidiaries in connection with the consummation of any transaction or series of related transactions, (A) incurs Indebtedness or Liens, makes asset sales or other dispositions, makes Investments, makes Restricted Payments,

designates any Subsidiary as restricted or unrestricted or repays any Indebtedness or takes any other action under or as permitted by a ratio-based or ratio-referent basket (any such amounts, “Incurrence-Based Amounts”) and

(B) incurs Indebtedness or Liens, makes asset sales or other dispositions, makes Investments, makes Restricted Payments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness or takes any other action under or as

permitted by a non-ratio-based or non-ratio-referent basket (any such amounts, “Fixed Amounts”) (which shall occur on the same Business Day as the

events in clause (A) above), then the applicable ratio will be calculated with respect to any such action under the applicable Incurrence-Based Amounts without regard to any such action under such Fixed Amounts made in connection with such

transaction or series of related transactions. For the avoidance of doubt, all Indebtedness substantially contemporaneously incurred will be included for purposes of determining compliance with incurrence-based ratio tests outside of

Section 1011 and Section 1012. Further, any Indebtedness, Permitted Lien, Permitted Investment or Restricted Payment (or, in each case, any

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portion thereof) incurred or otherwise effected in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Issuer otherwise elects from time to time,

as incurred under the applicable Incurrence-Based Amounts if the Issuer subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test at the time such Fixed Amount was utilized);

provided that, notwithstanding the foregoing, (1) Liens of the nature described in clause (6) of the definition of “Permitted Liens” (solely with respect to Indebtedness permitted to be incurred pursuant to

Section 1011(b)(2)) may only be incurred and exist under such clause (6) and (2) Indebtedness of the nature described in Section 1011(b)(1) (with respect to Indebtedness outstanding under the Senior Credit Facilities on the Issue

Date) after giving effect to the Transactions), Section 1011(b)(2) and Section 1011(b)(10) may only be incurred and exist under such respective sections.

SECTION 1020. Activities Prior to Control Date. Notwithstanding anything in this Indenture to the contrary, prior to the Control Date

the Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Investment in, or otherwise transfer any cash, Cash Equivalents or other assets or properties to, the Target or any of its Subsidiaries, other

than pursuant to (i) Section 1010(a), (ii) clause (7), (10), (11), (18) or (20) of Section 1010(b) or (iii) clause (d), (f), (g), (j), (k), (m), (o), (p), (s), (t), (u)(ii), (v), (w) or (z) of the definition of

“Permitted Investments”. For the avoidance of doubt, this Section 1020 shall cease to apply on and after the Control Date. In addition, notwithstanding anything herein to the contrary, none of the covenants set forth in this

Indenture shall apply to the Target and its Subsidiaries prior to the Control Date.

ARTICLE ELEVEN

REDEMPTION OF NOTES

SECTION 1101. Right of Redemption.

At any time prior to June 1, 2029, on one or more occasions, the Issuer may redeem all or a part of the Notes, upon written notice as set

forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject

to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date.

On and after June 1, 2029, on one or more occasions, the Issuer may redeem all or part of the Notes, upon written notice as set forth in

Section 1105, at the Redemption Prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject

to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below:

Year

Percentage

2029

103.875

2030

101.938

2031 and thereafter

100.000

In addition, until June 1, 2029, the Issuer may, at its option, upon written notice as set forth in

Section 1105, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a Redemption Price equal to 107.750% of the aggregate principal amount thereof, plus accrued and unpaid

interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash

proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 50% of the aggregate principal amount of Notes (including any Additional Notes issued under

this Indenture after the Issue Date) then outstanding remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture);

provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

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In addition, at any time and from time to time until June 1, 2029, the Issuer may, at

its option, on one or more occasions, redeem up to 10% of the then outstanding aggregate principal amount of the Notes during each of the twelve-month periods ending after the Issue Date, upon notice as described under Section 1105 at a

redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date.

Notwithstanding the foregoing, in connection with any tender offer (including, without limitation, any Change of Control Offer, Alternate

Offer or Asset Sale Offer), if Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu

of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, then all of the Holders of the Notes will be deemed to have consented to such tender or other offer and accordingly the Issuer or such

third party shall have the right, upon not less than 10 days nor more than 60 days’ prior notice (provided that such notice is given not more than 30 days following such purchase pursuant to such tender offer) to redeem

all Notes that remain outstanding following such purchase on a specified date (the “Second Payment Date”) at a price in cash equal to the price offered to each other Holder in such tender offer plus, to the extent not included in

the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding the Second Payment Date.

SECTION 1102.

Applicability of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article Eleven.

SECTION 1103. Election to Redeem; Notice to Trustee. In case of any redemption at the election of the Issuer, the Issuer shall,

at least three Business Days before notice of redemption is required to be sent to Holders pursuant to Section 1105 hereof (unless a shorter notice shall be satisfactory to the Trustee) but not more than 60 days before a Redemption Date, notify

the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed and, if required, shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to

Section 1104.

SECTION 1104. Selection by Trustee of Notes to Be Redeemed. With respect to any partial redemption or partial

repurchase of Notes made pursuant to this Indenture, if less than all of the Notes are to be redeemed or repurchased at any given time, selection of such Notes for redemption or repurchase will be made by the Trustee on a pro rata basis, by

lot or, in the case of global notes, by such method as shall comply with the procedures of the Depository; provided that no Notes of $2,000 or less shall be redeemed or repurchased in part.

Other than in connection with a special mandatory redemption described under Section 1111, notices of purchase or redemption shall be

delivered electronically or mailed by first-class mail, postage prepaid, at least 10 but not more than 60 days before the purchase or Redemption Date to the Trustee and each Holder at such Holder’s registered address or otherwise in accordance

with the procedures of the Depository, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and

discharge of this Indenture and the purchase or Redemption Date may be extended to more than 60 days after the mailing of such notice in connection with a conditional notice of redemption. If any Note is to be purchased or redeemed in part only, any

notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

If any Notes are to be purchased or redeemed in part only, the Issuer will issue a new Note in principal amount equal to the unredeemed or

unpurchased portion of the original Note in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption, unless such redemption is conditioned on the happening of a

future event. On and after the Redemption Date or purchase date, unless the Issuer defaults in payment of the Redemption Price or purchase price, interest shall cease to accrue on Notes or portions thereof called for redemption or purchase, unless

such redemption or purchase is conditioned on the happening of a future event.

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SECTION 1105. Notice of Redemption. Notice of redemption shall be given in the manner

provided for in Section 107 not less than 10 (except as set forth in Section 1111) nor more than 60 days prior to the Redemption Date, to each Holder to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of a partial redemption, the

principal amounts) of the particular Notes to be redeemed,

(4) in case any Note is to be redeemed in part only, the notice

which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note, the Holder will receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining

unredeemed,

(5) that on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date

payable as provided in Section 1106) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after said date,

(6) any condition precedent to the redemption;

(7) the place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if

any,

(8) the name and address of the Paying Agent,

(9) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,

(10) CUSIP, ISIN or “Common Code” number and that no representation is made as to the accuracy or correctness of

the CUSIP, ISIN or “Common Code” number, if any, listed in such notice or printed on the Notes, and

(11) the

paragraph of the Notes pursuant to which the Notes are to be redeemed.

Notice of redemption of Notes to be redeemed at the election of

the Issuer shall be given by the Issuer or, at the Issuer’s request in an Officer’s Certificate and provision of such notice information two Business Days (unless a shorter notice shall be agreed to by the Trustee) prior to the date

notice is to be given, by the Trustee in the name and at the expense of the Issuer.

Any redemption or offer to purchase, whether in

connection with an Equity Offering, Change of Control Offer, Alternate Offer, Asset Sale Offer or other transaction or event or otherwise, may, at the Issuer’s discretion, be subject to one or more conditions precedent, which shall be set

forth in the related notice of redemption or offer to purchase, including, but not limited to, completion of an Equity Offering, other offering or other transaction or event. In addition, if such redemption or purchase is subject to satisfaction of

one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or offer to purchase may be delayed until such time as any or all such

conditions shall be satisfied (including to a date that is more than 60 days after notice of such redemption or offer to purchase), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such

conditions shall not have been satisfied by the Redemption Date or offer to purchase, or by the Redemption Date or offer to purchase as so delayed.

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If any such condition precedent has not been satisfied prior to the Redemption Date, the

Issuer shall provide prompt notice to the Trustee. Upon receipt of such notice, the notice of redemption shall either be rescinded and the redemption of the Notes shall not occur or the Redemption Date shall be delayed. Upon receipt, the Trustee

shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given.

The Issuer and its

Affiliates may acquire the Notes by means other than a redemption pursuant to this Article Eleven, whether by tender offer, open market purchases, negotiated transactions or otherwise.

The Trustee or the Paying Agent shall not be responsible for determining any redemption calculation.

SECTION 1106. Deposit of Redemption Price. Prior to 10:00 AM (New York City time) on any Redemption Date, the Issuer shall deposit with

the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the

Notes which are to be redeemed on that date.

SECTION 1107. Notes Payable on Redemption Date. Notice of redemption having been given

as aforesaid, the Notes to be redeemed shall, on the Redemption Date, become due and payable, unless such redemption is conditioned on the happening of a future event, at the Redemption Price therein specified (together with accrued interest to the

Redemption Date), and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with

said notice, such Note shall be paid by the Issuer at the Redemption Price, together with accrued interest to the Redemption Date and such Notes shall be cancelled by the Trustee; provided, that installments of interest whose Stated Maturity

is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant record dates according to their terms and the provisions of

Section 307.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and

premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes, unless such redemption is conditioned on the happening of a future event.

SECTION 1108. Notes Redeemed in Part. Any Note which is to be redeemed only in part (pursuant to the provisions of this Article Eleven)

shall be surrendered at an office or agency of the Issuer maintained for such purpose pursuant to Section 1002 (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the

Issuer and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge,

a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

SECTION 1109. [Reserved].

SECTION 1110. Mandatory Redemption. Except as described under Section 1111, the Issuer shall not be required to make any mandatory

redemption or sinking fund payments with respect to the Notes.

SECTION 1111. Special Mandatory Redemption.

(a) If, on or prior to the Long Stop Date, (i) the Company or BidCo has terminated the Offer, (ii) the Company notifies the Trustee

in writing that the Company will not consummate the Acquisition or (iii) the Acquisition is not consummated on or prior to the third Business Day following the Issue Date (the earliest to occur of the events described in clauses (i)-(iii) of

this sentence, an “Acquisition Triggering Event”, then the Issuer shall be required to redeem (the “Special Mandatory Redemption”), within 10 Business Days of the Acquisition Triggering Event, all of the

Outstanding Notes at a redemption price equal to 100% of the issue price thereof, plus accrued and unpaid interest to, but not including, the Redemption Date (the “Special Mandatory Redemption Price”). Upon the

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occurrence of an Acquisition Triggering Event, the Issuer shall, within five Business Days following such Acquisition Triggering Event, notify the Holders of the Notes by mail (or electronic

delivery) or otherwise in accordance with the procedures of the Depositary, with a copy to the Trustee, of such event and that the Notes shall be redeemed no later than 10 Business Days after the Acquisition Triggering Event (such date, the

“Special Mandatory Redemption Date”), in accordance with the applicable provisions of this Indenture.

(b) On or before

the Special Mandatory Redemption Date, the Issuer shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for all of the Outstanding Notes and direct the Trustee to redeem the Notes on the Special Mandatory

Redemption Date. If such deposit is made as provided above, the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date and the Trustee shall cause the redemption of the Outstanding Notes and the payment of the Special

Mandatory Redemption Price. Upon the consummation of the Acquisition, the foregoing provisions regarding Special Mandatory Redemption will cease to apply.

ARTICLE TWELVE

GUARANTEES

SECTION 1201.

Guarantees.

The Notes will be guaranteed, on a full, joint and several basis, by the Issuer’s present and future Restricted

Subsidiaries that are obligors under the Term Loan Credit Facility. Subject to this Article Twelve, each Guarantor, as primary obligors and not merely as sureties, hereby jointly and severally, unconditionally and irrevocably guarantees, on a senior

Secured basis, the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of

(and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a)

of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid

in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in

accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 1204 hereof.

Each Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective

of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor,

the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims

with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall

not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when

due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal

proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without

first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising

their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder,

upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

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If any Holder or the Trustee is required by any court or otherwise to return to the Issuer

or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the

extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve,

the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in

respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each

Guarantor for the purpose of the Guarantee of such Guarantor.

Each Guarantee shall remain in full force and effect and continue to be

effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any

significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law,

rescinded or reduced in amount, or must otherwise be restored or returned by any oblige on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not

been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,

reduced, restored or returned.

SECTION 1202. Severability. In case any provision of any Guarantee shall be invalid, illegal or

unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law.

SECTION 1203. Restricted Subsidiaries. The Issuer shall cause any Restricted Subsidiary required to guarantee payment of the Notes

pursuant to the terms and provisions of Section 1015 to execute and deliver to the Trustee any amendment or supplement to this Indenture in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted

Subsidiary shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Issuer

under any Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on a senior Secured basis.

Upon the execution of any such amendment or supplement, the obligations of the Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several and each reference to the “Guarantor” in this

Indenture shall, subject to Section 1208, be deemed to refer to all Guarantors, including such Restricted Subsidiary. Such Guarantee shall be released in accordance with Section 803 and Section 1208.

SECTION 1204. Limitation of Guarantors’ Liability. Each Guarantor and by its acceptance of a Note each Holder

confirms that it is the intention of all such parties that the guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act,

the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably

agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections

from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to this Section 1204, result in the obligations of such Guarantor under its Guarantee

constituting such fraudulent transfer or conveyance.

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SECTION 1205. Contribution. In order to provide for just and equitable contribution

among the Guarantors, the Guarantors agree that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under a Guarantee, such Funding Guarantor shall be entitled to a contribution from all other

Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the

Issuer’s obligations with respect to the Notes or any other Guarantor’s obligations with respect to the Guarantee of such Guarantor. “Adjusted Net Assets” of any Guarantor at any date shall mean the lesser of

(1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such

date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the

probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and

matured.

SECTION 1206. Subrogation. Each Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of

any amounts paid by any Guarantor pursuant to the provisions of Section 1201; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or

based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

SECTION 1207. Reinstatement. Each Guarantor hereby agrees (and each Person who becomes a Guarantor shall agree) that the Guarantee

provided for in Section 1201 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the

Issuer upon the bankruptcy or insolvency of the Issuer or any Guarantor.

SECTION 1208. Release of a Guarantor. Any Guarantee by a

Guarantor of the Notes shall be automatically and unconditionally released and discharged upon:

(1)

(A) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor after which the

applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee, and all pledges and security, if any, by, or direct obligation of, such

Guarantor with respect to the Term Loan Credit Facility (and all refinancing or replacement indebtedness in respect thereof), or the guarantee, including any pledges and security, or direct obligation which resulted in the creation of such

Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation;

designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture;

(D) the exercise of the Legal Defeasance of the Notes under Section 1302 hereof, or the Covenant Defeasance of the Notes

under Section 1303 hereof, or if the Issuer’s obligations under this Indenture are discharged in accordance with Section 401 of this Indenture;

(E) the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in

such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor;

(F) such Guarantor becoming an Excluded Subsidiary;

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(G) with respect to the Guarantees by BidCo Holdco and BidCo, upon the

occurrence of the Company, directly or indirectly, owning more than 65% of the equity interests of the Target (the date of such release, the “BidCo Guarantee Release Date”); or

(H) as described under Section 901 or 902; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate stating that all conditions precedent provided for

herein relating to such transaction have been complied with. The Trustee shall not be liable for any such transaction undertaken in reliance upon such Officer’s Certificate.

SECTION 1209. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing

arrangements contemplated by this Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.

SECTION 1210. Execution and Delivery. To evidence its Guarantee set forth in this Article Twelve, each Guarantor to be added under this

Indenture after the Issue Date pursuant to the terms and provisions of Section 1015 shall execute a supplemental indenture to this Indenture (including substantially in the form of the supplemental indenture set forth in Exhibit A hereto) and

such supplemental indenture shall be executed on behalf of such Guarantor by one of its authorized officers.

Each Guarantor hereby agrees

that its Guarantee set forth in this Article Twelve shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an officer whose signature is on this Indenture (or any supplemental indenture in the form of Exhibit A hereto) no longer holds that office

at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless.

The delivery of any Note by

the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

SECTION 1211. German Limitations.

(a) In this Section 1211:

“AG” means a stock corporation (Aktiengesellschaft, AG) incorporated under German law.

“AktG” means the German Stock Corporation Act (Aktiengesetz, AktG).

“GmbH” means (i) a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) incorporated

under German law and/or (ii) a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) as general partner (Komplementär).

“GmbHG” means the German Limited Company Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung,

GmbHG).

“GmbH Guarantor” means any Guarantor incorporated in Germany in the form of a limited liability company

(GmbH), other than a GmbH Guarantor which forms part of an AG Group (as defined below).

“GmbH Net Assets”

means, in relation to any GmbH Guarantor: (i) the aggregate of all asset items (Aktivposten) pursuant to Section 266 para. 2 (A) to (E) HGB; less (ii) the aggregate of all liabilities (Passivposten)

pursuant to Section 266 para. 3 (B) to (E) HGB, in each case calculated in accordance with HGB (taking into account applicable case law on the calculation of net assets pursuant to Section 30 GmbHG) and accounting

practices consistent with those applied in the preparation of the latest annual unconsolidated financial statements for that GmbH Guarantor (except to the extent otherwise required by a change in law relating to the accounting principles or

accounting practices), provided that:

(1) the amount of any liabilities of that GmbH Guarantor to any of its direct or indirect

shareholders in respect of Indebtedness shall not be taken into account as liabilities to the extent such liabilities are subordinated pursuant to Section 39 para. 1 no. 5 or para. 2 InsO, but only if and to the extent

a waiver of such liabilities (or their contribution into the capital reserves of that GmbH Guarantor) by the creditor would not present a risk of personal liability of the directors or other officers of the creditor;

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(2) the amount of any financial liabilities incurred by that GmbH Guarantor in willful or

negligent breach of any provision of this Indenture shall not be taken into account as liabilities;

(3) the amount of any claims against

a shareholder for payment of unpaid share capital (whether or not a demand for payment has been made) shall not be taken into account as an asset; and

(4) the amount of any asset items (Aktivposten) pursuant to Section 266 para. 2 (D) and (E) HGB shall not be

taken into account as asset items (Aktivposten) to the extent profits may not be distributed pursuant to Section 268 para. 8 sentence 2 or 3 HGB.

“HGB” means the German Commercial Code (Handelsgesetzbuch, HGB).

“InsO” means the German Insolvency Code (Insolvenzordnung, InsO).

“Registered Share Capital” means, in relation to a GmbH Guarantor, its registered share capital (Stammkapital) less:

(i) the amount of any increase of the registered share capital (Stammkapital) of that GmbH Guarantor made after the date of this Indenture or, as the case may be, the date on which it becomes a GmbH Guarantor, that has been effected in

violation of the terms of this Indenture; and (ii) the amount of the registered share capital (Stammkapital) of that GmbH Guarantor which is not paid-up (eingezahlt).

“Up-stream and/or Cross-stream Guarantee” means, in relation to any GmbH Guarantor,

any guarantee and/or indemnity under this Indenture or any other guarantee, indemnity or similar assurance against loss contained in any Collateral Document or Intercreditor Agreement (for the purposes of this Section 1211

each a “guarantee”) in each case granted by a GmbH Guarantor if and to the extent that such guarantee is for or in respect of the obligations or liabilities of: (i) a member of the Group that is not a direct or indirect Subsidiary

of that GmbH Guarantor; or (ii) a direct or indirect Subsidiary of that GmbH Guarantor if and to the extent such obligations or liabilities (including guarantees) secure obligations or liabilities of the Issuer or any of its Subsidiaries (other

than that GmbH Guarantor) that is not a direct or indirect Subsidiary of that GmbH Guarantor.

“SE Regulation” means

Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE).

(b) For the avoidance of

doubt, this Section 1211 does not apply to any guarantee which is not an Up-stream and/or Cross-stream Guarantee or an AG Up-stream and/or

Cross-stream Obligation (as defined below).

Holders of the Notes may not enforce any Up-stream and/or Cross-stream Guarantee given by any GmbH Guarantor if and to the extent that the enforcement of that Up-stream

and/or Cross-stream Guarantee would otherwise result in the GmbH Net Assets of that GmbH Guarantor: (i) being lower than its Registered Share Capital; or (ii) (where its GmbH Net Assets are already lower than its Registered Share Capital) being

further reduced, and for this purpose the GmbH Net Assets of that GmbH Guarantor shall be (or be deemed to be) reduced at the time of enforcement of that Up-stream and/or Cross-stream Guarantee by the amount

so enforced and shall not be reduced at the time of granting of that Up-stream and/or Cross-stream Guarantee.

(d) The restrictions in clause (c) above shall not apply to any Up-stream

and/or Cross-stream Guarantee given by a GmbH Guarantor:

(i) for or in respect of any proceeds raised under the Notes to the extent the

proceeds have been on-lent by the Issuer to that GmbH Guarantor or any of its Subsidiaries and the amount so on-lent has not been repaid, to the extent that GmbH

Guarantor may immediately set-off its indemnity, reimbursement, compensation or other claim arising as a result of its entry into that Up-stream and/or Cross-stream

Guarantee (or its enforcement) against the repayment, indemnity or reimbursement claim or other claim of the Issuer arising from the on-lending to that GmbH Guarantor or any of its Subsidiaries;

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(ii) for or in respect of liabilities or obligations of the Issuer or another Guarantor

under or in connection with this Indenture if: (1) that GmbH Guarantor is the dominated entity under a domination agreement (Beherrschungsvertrag) or the subsidiary under a profit and loss transfer agreement

(Gewinnabführungsvertrag) with the Issuer or that other Guarantor or a (direct or indirect) shareholder of the Issuer or that other Guarantor (whether directly or through a chain of any such agreements) but only if: a. that GmbH

Guarantor will have a fully recoverable loss compensation claim (Verlustausgleichsanspruch) against the dominating or parent entity; or b. the mere existence of the domination and/or profit and loss transfer agreement is sufficient to

disapply Section 30 para. 1 sentence 1 GmbHG (other than by mere virtue of Section 30 para. 1 sentence 2 first alternative GmbHG (i.e., also in a situation in which a loss compensation claim would not be fully

recoverable)) or (2) that Up-stream and/or Cross-stream Guarantee is covered (gedeckt) by a full-value (vollwertigen) indemnity or recourse claim (within the meaning of

Section 30 para. 1 sentence 2 second alternative GmbHG) of that GmbH Guarantor against its shareholder; or

(iii) to the extent neither the granting of, nor payment under, nor failure to obtain release of, that

Up-stream and/or Cross-stream Guarantee by that GmbH Guarantor would cause a violation of Section 30 GmbHG or result in risk of personal liability of the managing directors of that GmbH Guarantor pursuant

to Section 43 para. 2 GmbHG.

(e) If enforcement of any Up-stream and/or

Cross-stream Guarantee against a GmbH Guarantor is or would be limited or excluded pursuant to clause (c) above, that GmbH Guarantor shall, upon request of the Trustee, use best efforts to promptly (and in any event within

three months of such request) realize, to the extent permitted by law and commercially reasonable, each asset capitalized on its balance sheet with a book value that is significantly lower than its market value and which is not required for its

business (betriebsnotwendig).

(f) The restrictions in clause (c) above shall only apply if the relevant

GmbH Guarantor delivers to the Trustee, within 15 Business Days of its receipt of a demand for payment of any Upstream or Cross-stream Guarantee: (i) a description to what extent the guarantee granted under this Indenture in respect of which

the demand has been made constitutes an Up-stream and/or Cross-stream Guarantee; (ii) its balance sheet or interim balance sheet (together with the adjustments contemplated by the definition of

“GmbH Net Assets” or “Registered Share Capital”) as at the most recent calendar month end; and (iii) calculations as to the amount of the Up-stream and/or

Cross-stream Guarantee which may be enforced pursuant to clause (c) above (the “Preliminary Enforceable Amount”) (together the “Management Determination”). The relevant GmbH Guarantor

shall, within three Business Days of delivery of the Management Determination, pay to the Trustee an amount which in aggregate is equal to the Preliminary Enforceable Amount.

(g) If the Trustee disputes the accuracy of the Management Determination, the restrictions in clause (c) above shall

only apply if the relevant GmbH Guarantor obtains and delivers to the Trustee, within 30 Business Days of its receipt of notice of such dispute, a report by auditors of international standing and repute appointed by it: (i) certifying the

accuracy of that GmbH Guarantor’s balance sheet or interim balance sheet as at the most recent calendar month end; and (ii) including calculations as to the amount of the Up-stream and/or

Cross-stream Guarantee which may be enforced pursuant to clause (c) above (the “Enforceable Amount”) (together the “Auditors’ Determination”). The costs related to

the Auditors’ Determination shall be borne by the relevant GmbH Guarantor and the Auditors’ Determination shall, in the absence of manifest error, be conclusive and binding on all parties as to the matters to which it relates. The

relevant GmbH Guarantor shall, within three Business Days of delivery of the Auditors’ Determination, pay to the Trustee an amount which in aggregate is equal to the amount by which the Enforceable Amount exceeds the Preliminary Enforceable

Amount. If the Enforceable Amount is less than the Preliminary Enforceable Amount, the Trustee shall (if a payment has been made pursuant to clause (f) above), within three Business Days of demand made by the relevant GmbH Guarantor upon or

after delivery of the Auditors’ Determination, repay to the relevant GmbH Guarantor the amount of such balance if such demand is made within three months of delivery of the Auditors’ Determination (Ausschlussfrist).

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(h) Notwithstanding delivery of a Management Determination or Auditors’ Determination,

the Trustee and the Holders of the Notes shall be entitled to enforce any Up-stream and/or Cross-stream Guarantee from time to time in accordance with, and subject to the restrictions in, the preceding

clauses, provided that, unless otherwise agreed by that GmbH Guarantor, no more than two Auditors’ Determinations may be requested in relation to any GmbH Guarantor in any financial year of that GmbH Guarantor.

(i) Subject to clause (j) below, for so long as any member of the Group is incorporated in Germany in the form of a

stock corporation (Aktiengesellschaft) (a “German AG”) or, as applicable, in the form of a European company (Societas Europaea, SE) (a “SE”), no guarantee and/or indemnity under

this Indenture or any other guarantee, indemnity or similar assurance against loss contained in any Collateral Document or Intercreditor Agreement granted by that German AG or, as applicable, SE or any of their Subsidiaries (together the

“AG Group”) will secure or be granted for or in respect of the obligations or liabilities of: (1) a member of the Group that is not a member of the AG Group; or (2) a direct or indirect Subsidiary

of that German AG or, as applicable, SE if and to the extent such obligations or liabilities (including guarantees or Collateral) secure obligations or liabilities of the Issuer or another Guarantor or any of its Subsidiaries that is not a member of

the AG Group (an “AG Up-stream and/or Cross-stream Obligation”).

(j) The

restrictions in clause (i) above shall not apply to any AG Up-stream and/or Cross-stream Obligation:

(i) for or in respect of any proceeds raised under the Notes to the extent the proceeds have been

on-lent by the Issuer to a member of the AG Group and the amount so on-lent has not been repaid, to the extent that member of the AG Group may immediately set-off its indemnity, reimbursement, compensation or other claim arising as a result of its entry into that Up-stream and/or Cross-stream Obligation (or its enforcement)

against the repayment, indemnity or reimbursement claim or other claim of the Issuer arising from the on-lending to that member of the AG Group or any of its Subsidiaries;

(ii) for or in respect of liabilities or obligations of the Issuer or another Guarantor which is not a member of the AG Group under or

in connection with this Indenture if that German AG, or, as applicable, SE, is the dominated entity under a domination agreement (Beherrschungsvertrag) or the subsidiary under a profit and loss transfer agreement

(1) that German AG, or, as applicable, SE, or the relevant Subsidiary will have a fully recoverable loss compensation claim (Verlustausgleichsanspruch) against the dominating or parent entity; or (2) the mere existence of the

domination and/or profit and loss transfer agreement is sufficient to disapply Sections 57 para. 1 sentence 1 and 71a para. 1 sentence 1 AktG (other than by mere virtue of Sections 57 para. 1 sentence 3 first

alternative and 71a para. 1 sentence 3 AktG (i.e., also in a situation in which a loss compensation claim would not be fully recoverable)); or

(iii) to the extent neither the granting of, nor payment under, nor failure to obtain release of, that AG

Up-stream and/or Cross-stream Obligation by that German AG, or, as applicable, SE or the relevant Subsidiary would cause a violation of Section 57 AktG or Sections 71, 71a AktG (in connection with

Art. 5 SE Regulation, as applicable) or result in risk of personal liability of the members of the management board of that German AG, or, as applicable, SE, pursuant to Section 93 AktG (in connection with Art. 5 SE Regulation, as

applicable); provided that sub-paragraphs (i) and (ii) above shall not apply to any AG Up-stream and/or Cross-stream Obligation for or in respect of

liabilities or obligations under or in relation to any proceeds raised under the Notes which have been used directly or indirectly for: (1) the financing of the Acquisition; (2) refinancing indebtedness or other amounts used to finance the

Acquisition; or (3) payment of fees, costs and expenses associated with any of the foregoing.

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ARTICLE THIRTEEN

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option, at

any time, with respect to the Notes, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Notes upon compliance with the conditions set forth below in this Article Thirteen.

SECTION 1302. Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 1301 of the option applicable to this

Section 1302, each of the Issuer and the Guarantors shall be deemed to have been discharged from its respective obligations with respect to all Outstanding Notes on the date the conditions set forth in Section 1304 are satisfied

(hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes,

which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1305 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other obligations under

such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or

discharged hereunder: (1) the rights of Holders of Outstanding Notes to receive payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, solely out of the trust described in

Section 1304, (2) the Issuer’s obligations with respect to such Notes under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder, and the obligations of each of

the Guarantors and the Issuer in connection therewith and (4) this Article Thirteen. Subject to compliance with this Article Thirteen, the Issuer may exercise its option under this Section 1302 notwithstanding the prior exercise of its

option under Section 1303 with respect to the Notes.

SECTION 1303. Covenant Defeasance. Upon the Issuer’s exercise under

Section 1301 of the option applicable to this Section 1303, each of the Issuer and the Guarantors shall be released from its respective obligations under any covenant contained in Sections 801 and 802 and in Sections 1009 through and

including 1019 with respect to the Outstanding Notes on and after the date the conditions set forth below are satisfied and Liens on the Collateral securing the Notes released (hereinafter, “Covenant Defeasance”), and the Notes

shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be

deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Issuer or any Guarantor, as applicable, may omit to comply with and shall have no

liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any

other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Sections 501(3), 501(4), 501(5), and 501(7) and, with respect to only any Significant Subsidiary and not the

Issuer, Section 501(6), but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

SECTION 1304. Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either

Section 1302 or Section 1303 to the Outstanding Notes:

(1) the Issuer shall irrevocably have deposited or caused

to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the

following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders of such Notes (A) cash in U.S. dollars, or (B) Government Securities, or (C) a combination thereof, in such amounts as will

be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other

qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Notes at the Stated Maturity (or Redemption Date, if applicable and so indicated to the Trustee in writing); provided that the

Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities or combination thereof to said payments with

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respect to the Notes. Before such a deposit, the Issuer may give to the Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the Outstanding Notes at a

future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. In connection with any redemption that requires the payment of

the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with

any deficit as of the Redemption Date (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the Redemption Date. Any Applicable Premium Deficit shall be set forth in an

Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided further that the

Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not, in fact, paid after any Legal Defeasance or Covenant Defeasance;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States

acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(A) the Issuer has received

from, or there has been published by, the United States Internal Revenue Service a ruling, or

(B) since the issuance of

the Notes, there has been a change in the applicable U.S. Federal income tax law,

in either case to the effect that, and based thereon

such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the beneficial owners of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result

of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United

States acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such

Covenant Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any

similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) with respect to the Notes issued hereunder shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under

the Senior Credit Facilities, this Indenture, or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from

borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and

subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

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(7) the Issuer shall have delivered to the Trustee an Officer’s

Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of

Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

SECTION 1305. Deposited Money and Government Securities To Be Held in Trust Other Miscellaneous Provisions. Subject to the provisions of

the last paragraph of Section 1003, all cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the “Qualifying

Trustee”) pursuant to Section 1304 in respect of the Outstanding Notes shall be held in trust and applied by the Trustee or Qualifying Trustee, as applicable, in accordance with the provisions of such Notes and this Indenture, to the

payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee or the Qualifying Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of

principal (and premium, if any) and interest, but such money or Government Securities need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee or Qualifying Trustee, as applicable, against any tax, fee or other charge imposed on or

assessed against the Government Securities deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the

Outstanding Notes.

Anything in this Article Thirteen to the contrary notwithstanding, the Trustee or Qualifying Trustee shall deliver or

pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written

certification thereof delivered to the Trustee or Qualifying Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with

this Article Thirteen.

SECTION 1306. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or Government

Securities in accordance with Section 1305 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and each Guarantor’s

obligations under this Indenture and the Outstanding Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until such time as the Trustee or Paying Agent is permitted to

apply all such money or Government Securities in accordance with Section 1305; provided that, if the Issuer makes any payment of principal of (or premium, if any) or interest on any Note following the reinstatement of its obligations,

the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE FOURTEEN

COLLATERAL AND SECURITY

SECTION 1401. Collateral.

(a) From and after the Issue Date, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the

Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if

any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including the obligations of the Company set forth in Section 607, and the Notes, the Guarantees and the Collateral Documents, shall be secured

by Liens on the Collateral on an equal and ratable

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basis with all Parity Lien Obligations as provided in this Indenture and the Collateral Documents to which the Issuer and the Guarantors, as the case may be, shall become parties to on the Issue

Date or thereafter and will be secured by all of the Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture and the Collateral Documents. The Issuer, for the benefit of the Holders,

hereby appoints Deutsche Bank Trust Company Americas, as the initial Notes Collateral Agent, and the Notes Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents, the Pari Passu Intercreditor Agreement and

the ABL Intercreditor Agreement. Each Holder by its acceptance of any Notes and the guarantees thereof, irrevocably consents and agrees to such appointment.

(b) Each Holder, by its acceptance of any Notes and the guarantees, consents and agrees to the terms of the Collateral Documents, the Pari

Passu Intercreditor Agreement and the ABL Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the

consent of the Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Notes Collateral Agent to perform its obligations and exercise its rights under

the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement in accordance therewith, binding such Holder to the terms thereof.

(c) The Trustee, Notes Collateral Agent and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth

in the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, the Collateral as hereafter constituted shall be held for the benefit of all the Holders, the Trustee and the Notes Collateral Agent and that

the Liens created the Collateral Documents in favor of the Trustee, the Notes Collateral Agent and the Holders are subject to and qualified and limited in all respects by the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL

Intercreditor Agreement and actions that may be taken thereunder.

SECTION 1402. Further Assurances.

To the extent required under this Indenture or any of the Collateral Documents, the Pari Passu Intercreditor Agreement or the ABL

Intercreditor Agreement, the Issuer and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further actions that may be required under applicable law, or that the Notes

Collateral Agent or the Trustee may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Collateral Documents in the Collateral.

In addition, to the extent required under this Indenture or any of the Collateral Documents, from time to time, the Issuer and the Guarantors will reasonably promptly secure the obligations under this Indenture and Collateral Documents by pledging

or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral to the extent required by this Indenture and/or the Collateral Documents. Notwithstanding the foregoing, such grant of security

interest or perfection thereof shall not apply to any asset (x) the cost, burden, difficulty or consequence of perfecting a security interest therein outweighs the benefit of the security afforded thereby or (y) if the grant of a security

interest therein would result in material adverse tax consequences for the Issuer, the Target or their respective Subsidiaries; provided that such assets are not pledged as collateral to the Term Loan Credit Facility Collateral Agent under

the Term Loan Credit Facility.

Anything herein to the contrary notwithstanding, (i) the Issuer and the Guarantors shall remain

liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of their duties and obligations thereunder to the same extent as if this Indenture had not been executed,

(ii) the exercise by the Notes Collateral Agent of any of the rights hereunder shall not release the Issuer or any Guarantor from any of its duties or obligations under such contracts, agreements and other documents included in the Collateral

and (iii) neither the Notes Collateral Agent nor any other secured party shall have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Indenture, nor shall the Notes

Collateral Agent or any other secured party be obligated to perform any of the obligations or duties of the Issuer or any Guarantor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the

Collateral hereunder.

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SECTION 1403. After-Acquired Property.

Subject to the Agreed Security Principles, upon the acquisition by any of the Issuer or the Guarantors after the Issue Date of any assets that

constitute Collateral (which, for the avoidance of doubt, does not include Excluded Assets), subject to certain exceptions set forth in the Collateral Documents, the Issuer or such Guarantor shall grant a perfected security interest with the

priority required by this Indenture (subject to Permitted Liens) upon any such Collateral to the Notes Collateral Agent for the benefit of the Holders of the Notes, and thereupon all provisions of this Indenture and the Collateral Documents relating

to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect.

SECTION

1404. Release of Collateral.

(a) The security interest in Collateral will be released automatically, without the need for any

further action by any Person, from the Liens securing the Notes:

(1) as to any property or assets constituting Collateral,

to enable the consummation of the disposition of such property or assets (to a Person that is not Parent, the Issuer or a Guarantor) to the extent not prohibited by the provisions of this Indenture, including if not prohibited under

Section 1017 or in connection with any Recovery Event;

(2) as to the property and assets of a Guarantor upon the

release of such Guarantor from its Guarantee in accordance with the terms of this Indenture;

(3) as to the property and

assets of the Issuer or any Guarantor that is or becomes an Excluded Asset;

(4) as required pursuant to the terms of any

ABL Intercreditor Agreement;

(5) as required pursuant to the terms of any Pari Passu Intercreditor Agreement; and/or

(6) as contemplated by Article 9.

(b) With respect to the pledge of equity interests of the Target held by BidCo, the pledge of the equity interests of BidCo held by BidCo

Holdco and the pledge of the equity interests of BidCo Holdco held by a Guarantor, as BidCo acquires additional equity interests of the Target, the percentage of equity interests of BidCo Holdco, BidCo and the Target required to be pledged pursuant

to the Collateral Documents shall each be automatically reduced, such that in no event shall more than 65% of the equity interests of the Target (and corresponding percentages of the equity interests of BidCo Holdco and of BidCo) be required to be

pledged at any time, and the Notes Collateral Agent, at the written direction of the Issuer shall take all actions necessary to reflect the release of such pledged equity interests in accordance with the foregoing. In addition, upon the occurrence

of the BidCo Guarantee Release Date, the Notes Collateral Agent shall execute and deliver all documentation to reflect any release of the German Collateral listed in clause (iii) of the definition of “German Collateral”.

(c) The security interests in all Collateral securing the Notes also will be released automatically, without the need for any further action

by any Person, upon (i) payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on, the Notes and all other Obligations under this Indenture, the Guarantees and the Collateral Documents that are due

and payable at or prior to the time such principal, together with accrued and unpaid interest and premium, if any, are paid (including pursuant to a satisfaction and discharge of this Indenture pursuant to Article 4 or through redemption or

repurchase of all of the Notes or otherwise) or (ii) a legal defeasance or covenant defeasance as set forth in Article 13. In addition, the Lien on any Collateral may be subordinated to the holder of any Lien on such Collateral that is created,

incurred, or assumed pursuant to clauses (6) (with respect to the ABL Priority Collateral securing ABL Facility Obligations incurred under Section 1011(b)(1)) and (9) of the definition of “Permitted Liens.”

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SECTION 1405. Authorization of Actions to be Taken by the Trustee or the Notes Collateral

Agent under the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement.

(a) Subject to the

provisions of this Article 14 of this Indenture and the provisions of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, each of the Trustee or the Notes Collateral Agent may (but shall in no event

be required to), in its sole discretion and without the consent of the holders, on behalf of the holders, take all actions it deems necessary or appropriate in order to (i) enforce any of its rights or any of the rights of the holders under the

Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement and (ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the

Guarantors hereunder and thereunder. Subject to the provisions of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, the Trustee or the Notes Collateral Agent shall have the power, but not the

obligation, to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents or this Indenture, and such suits

and proceedings as the Trustee or the Notes Collateral Agent may (without having any obligation whatsoever to pursue) deem expedient to preserve or protect its interest and the interests of the holders in the Collateral (including the power, but not

the obligation, to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of,

or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the holders, the Trustee or the Notes Collateral Agent).

(b) The Trustee or the Notes Collateral Agent shall not be responsible for the existence, genuineness or value (or diminution of value) of any

of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or inaction on its part hereunder, for the validity or sufficiency

of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or

otherwise as to the maintenance of the Collateral. The Trustee or the Notes Collateral Agent shall have no responsibility for recording, filing, re-recording or refiling any financing statement, continuation

statement, termination statement, document, instrument, other notice or any amendment thereto in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it

under the Collateral Documents, this Indenture or otherwise, or to enable the Trustee or the Notes Collateral Agent to enforce their rights under this Indenture or the Collateral Documents with respect to such security interest. Beyond the exercise

of reasonable care in the custody thereof, the Trustee and the Notes Collateral Agent shall have no duty as to any Collateral in their possession or control or in the possession or control of any agent or bailee or any income thereon or as to

preservation of rights against prior parties or any other rights pertaining thereto. The Trustee and the Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in their possession if the Collateral

is accorded treatment substantially equal to that which they accord their own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier,

forwarding agency or other agent or bailee selected by the Trustee or the Notes Collateral Agent, as the case may be, in good faith. The Trustee and the Notes Collateral Agent shall have no responsibility or liability in connection with the acts or

omissions of the Issuer or the Guarantors in respect of the foregoing and shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or the Collateral Documents by the Issuer or the

Guarantors.

Officer (a “Collateral Document Order”), the Notes Collateral Agent or the Trustee, as applicable, is hereby authorized to execute and enter into, and if satisfactory in form and substance to the Notes Collateral Agent or the

Trustee, shall execute and enter into, without further consent of any Holder, any Collateral Document to be executed after the Issue Date. Such Collateral Document Order shall (i) state that it is being delivered to the Notes Collateral Agent

or the Trustee pursuant to, and is a Collateral Document Order referred to in this Section 1405(d), (ii) instruct the Notes Collateral Agent or the Trustee to execute and enter into such Collateral Document and (iii) certify that

(x) the Collateral being added is in the form and consists of the assets required by this Indenture and (y) all conditions precedent to the execution and delivery of the Collateral Document have been satisfied. The form of such Collateral

Document, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Collateral Documents entered into on the Issue Date or on the date first delivered in the case of Collateral that is

permitted hereunder to be delivered after the Issue Date, with such changes thereto as the Issuer shall consider appropriate, or in such other form as the Issuer shall deem proper; provided that any such changes or such form are satisfactory in form

to the Trustee or the Notes Collateral Agent. The Holders, by their acceptance of the Notes, hereby authorize and direct the Notes Collateral Agent and the Trustee to execute such Collateral Documents.

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(d) The Trustee or the Notes Collateral Agent, in giving any consent or approval under the

Collateral Documents and in executing and delivering any documents or instruments, shall be entitled to receive, as a condition to such consent or approval, an Officer’s Certificate to the effect that the action or omission for which consent

or approval is to be given and the execution and delivery of any documents and instruments is authorized and permitted according to the terms of this Indenture and the Collateral Documents and that all conditions precedent in this Indenture and the

Collateral Documents relating to the execution and delivery of such documents and instruments have been satisfied, and the Trustee or the Notes Collateral Agent shall be fully protected in giving such consent or approval and/or executing and

delivering any such documents on the basis of such Officer’s Certificate.

SECTION 1406. Information Regarding Collateral.

(a) Except as and to the extent permitted under this Indenture and the Collateral Documents,, neither the Issuer nor any Guarantor will,

nor will the Issuer or any Guarantor permit any of its Subsidiaries to, change its name, organizational identification number, jurisdiction of organization or organizational identity; provided that each of the Issuer, any Guarantor or any of

their Subsidiaries may change its name, organizational identification number, jurisdiction of organization or organizational identity as long as written notice is provided to the Notes Collateral Agent within 30 days of such change and delivery to

the Notes Collateral Agent of duly authorized and, where required, executed copies of all additional financing statements and other documents necessary (or reasonably requested by the Notes Collateral Agent) to maintain the validity, perfection and

priority of the security interests to the extent required under this Indenture (subject only to Liens expressly permitted by this Indenture) in all the Collateral for its own benefit and the benefit of the other secured parties.

(b) The Issuer shall deliver to the Trustee and the Notes Collateral Agent an Officer’s Certificate attaching supplemental schedules

required under the Collateral Documents to the extent required under and at the same time as similar supplemental schedules are delivered to the Term Loan Credit Facility Collateral Agent under the Term Loan Credit Facility and the Security

Agreement (as defined in the Term Loan Credit Facility).

SECTION 1407. Collateral Documents, Pari Passu Intercreditor Agreement and

ABL Intercreditor Agreement.

The provisions in this Indenture relating to Collateral are subject to the provisions of the Collateral

Documents, the Pari Passu Intercreditor Agreement, the ABL Intercreditor Agreement and the Agreed Security Principles. The Issuer, the Guarantors, the Trustee and the Notes Collateral Agent acknowledge and agree to be bound by the provisions of the

Collateral Documents, the Pari Passu Intercreditor Agreement, the ABL Intercreditor Agreement and the Agreed Security Principles.

SECTION

1408. Notes Collateral Agent.

(a) By accepting a Note, each Holder will be deemed to have irrevocably appointed the Notes

Collateral Agent to act as its agent under the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement and to have irrevocably authorized and directed the Notes Collateral Agent and the Trustee, as

applicable, to (i) perform the duties and exercise the rights and powers that are specifically given to it under the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement or other documents to which it

is a party, together with any other incidental rights and powers; and (ii) execute each document expressed to be executed by the Notes Collateral Agent and the Trustee, as applicable, on its behalf, including any Collateral Documents executed

on or after the Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof,

or the sufficiency thereof for any purpose. Each of the holders hereby exempts the Notes Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable Laws to the extent legally possible for such

Holder.

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(b) The Notes Collateral Agent is authorized and empowered to appoint one or more subagents

or co-collateral agents as it deems necessary or appropriate, including the Term Loan Collateral Agent.

(c) The Notes Collateral Agent shall have all the rights, privileges, benefits, immunities, indemnities and protection provided in the

Collateral Documents as well as the rights, privileges, benefits, immunities, indemnities and protections afforded to it hereunder; provided, however, that the Issuer shall not reimburse any expense or indemnify against any loss, liability or

expense incurred by the Notes Collateral Agent through the Notes Collateral Agent’s own willful misconduct or gross negligence, as determined by a final order of a court of competent jurisdiction.

(d) None of the Trustee, the Notes Collateral Agent or any of their respective officers, directors, employees, attorneys or agents will be

responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, filing, continuation of

perfection, priority, sufficiency or protection of any Lien securing the Notes or any defect or deficiency as to any such matters, except to the extent any possessory collateral is delivered to the Notes Collateral Agent.

(e) Subject to the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, except as directed by the

Trustee or the Holders as required or permitted by this Indenture, the holders acknowledge that the Notes Collateral Agent will not be obligated:

(1) to act upon directions purported to be delivered to it by any other Person;

(2) to foreclose upon or otherwise enforce any Lien securing the Notes; or

(3) to take any other action whatsoever with regard to any or all Liens securing the Notes, the Collateral Documents or the

Collateral.

(f) In acting as Notes Collateral Agent, co-collateral agent or sub-collateral agent, the Notes Collateral Agent, each co-collateral agent and each sub-collateral agent may rely upon and enforce each

and all of the rights, powers, immunities, indemnities and benefits of the Trustee and the Notes Collateral Agent under Article 6 hereof.

(g) Neither the Trustee nor the Notes Collateral Agent shall have any duty to file any financing statements, continuation statements or

amendments thereto or any other agreement or instrument to record or perfect or maintain the perfection of the Notes Collateral Agent’s security interest in the Collateral.

(h) In no event shall the Notes Collateral Agent or the Trustee be required to execute and deliver any landlord lien waiver, estoppel or

collateral access letter, or any account control agreement or any instruction or direction letter delivered in connection with such document that the Notes Collateral Agent or the Trustee determines adversely affects it or otherwise subjects it to

personal liability, including without limitation agreements to indemnify any contractual counterparty.

(i) The duties of the Notes

Collateral Agent shall be mechanical and administrative in nature. The Notes Collateral Agent shall not have, by reason hereof or any of the Collateral Documents, a fiduciary relationship with any Holder, the Company, any Guarantor or any other

Person, and nothing herein or in any of the Collateral Documents, expressed, inferred or implied, is intended to or shall be so construed as to impose upon the Notes Collateral Agent any duties, responsibilities or obligations in respect hereof or

of any of the Collateral Documents, except as expressly set forth herein.

(j) The Notes Collateral Agent shall incur no liability as a

result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Section 1408, conducted in a commercially reasonable manner. The Holders hereby waive any claims arising solely by reason of the fact that the price

at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Notes Collateral Agent accepts the first

offer received and does not offer the Collateral to more than one offeree. The Notes Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit

the issuer thereof to register it for public sale.

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(k) Notwithstanding anything to the contrary herein, the Notes Collateral Agent shall not be

liable for any action taken or omitted in connection with this Indenture or any other Collateral Document, or in connection herewith or therewith, including without limitation for any error of judgment, except to the extent of its own gross

negligence or willful misconduct as determined pursuant to a final, non-appealable judgment of a court of competent jurisdiction.

(l) The Notes Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral and shall

not be responsible for or have any duty to ascertain or inquire into the value or the sufficiency of any Collateral that is pledged.

(m)

The Notes Collateral Agent and other Secured Parties (as defined in the Notes Security Agreement) shall incur no liability as a result of the sale of Collateral, or any part thereof, at any private sale pursuant to the Notes Security Agreement

conducted in a commercially reasonable manner.

(n) In the event that the Notes Collateral Agent is required to acquire title to any

property for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Notes Collateral Agent’s sole discretion may cause the Notes Collateral Agent

to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or otherwise cause the Notes Collateral Agent to incur liability (including

environmental liability) under CERCLA or any other federal, state or local law, the Notes Collateral Agent reserves the right, instead of taking such action, to either resign as Notes Collateral Agent or arrange for the transfer of the title or

control of the asset to a court-appointed receiver. The Notes Collateral Agent shall not be liable to the Secured Parties, the Issuer, any Guarantor or any other Person for any environmental actions under any federal, state or local law, rule or

regulation by reason of such Notes Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time

it is necessary or advisable for any part of any Collateral to be possessed, owned, operated or managed by any Person (including the Notes Collateral Agent) other than the Issuer or a Guarantor or the Secured Parties prior to the Discharge of the

Notes Obligations (as defined in the Notes Security Agreement), the Issuer shall direct the Notes Collateral Agent to appoint an appropriately qualified Person (excluding the Notes Collateral Agent) who it shall designate to possess, own, operate or

manage, as the case may be, such part of the Issuer’s or any Guarantor’s property.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed

manually or by way of a DocuSign digital signature effective as of the day and year first above written.

WORTHINGTON STEEL, INC., as Issuer

By:

/s/ Dan Magnussen

Name: Dan Magnussen

Title: Treasurer

GUARANTORS:

WORTHINGTON WSP, LLC

TEMPEL STEEL COMPANY, LLC

T DO B, LLC

WORTHINGTON STEEL ROME, LLC

THE WORTHINGTON STEEL COMPANY, LLC

THE WORTHINGTON STEEL COMPANY

WORTHINGTON TAYLOR, LLC

CLEVELAND PICKLING, INC.

WORTHINGTON STEEL SERVICES, LLC

WORTHINGTON STEEL HQ, LLC

By:

/s/ Dan Magnussen

Name: Dan Magnussen

Title: Treasurer

[Signature Page to

Indenture]

The undersigned agrees to act as Trustee, Notes Collateral Agent, Paying Agent, Registrar and Transfer

Agent:

DEUTSCHE BANK TRUST COMPANY AMERICAS

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

By:

/s/ Annie Jaghatspanyan

Name: Annie Jaghatspanyan

Title: Director

By:

/s/ Sebastian Hidalgo

Name: Sebastian Hidalgo

Title: Assistant Vice President

[Signature Page to

Indenture]

Annex 1 – Rule 144A / Regulation S / IAI Appendix

PROVISIONS RELATING TO INITIAL NOTES AND ADDITIONAL NOTES

1. Definitions

1.1

Definitions.

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“Applicable Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial

interest therein, the rules and procedures of the Depository for such a Regulation S Global Note, to the extent applicable to such transaction and as in effect from time to time.

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Definitive Note” means a certificated Note bearing, if required, the appropriate restricted notes legend set forth in

Section 2.3(e).

“Distribution Compliance Period,” with respect to any Notes, means the period of 40 consecutive days

beginning on and including the latest of (i) the Issue Date, (ii) with respect to Additional Notes, the original issue date of any Additional Notes and (iii) the date on which any such Notes (or any predecessor of such Notes) were

first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S.

“IAI”

means an institutional “accredited investor,” as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act.

“Initial Purchasers” means (1) with respect to the Notes issued on the Issue Date, Wells Fargo Securities, LLC, Citigroup

Global Markets Inc., PNC Capital Markets LLC, KeyBanc Capital Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc. and (2) with respect to each issuance of Additional Notes, the Persons purchasing

such Additional Notes under the related Purchase Agreement.

“Notes” means (1) $700,000,000 aggregate principal amount of the

Issuer’s 7.750% Senior Secured Notes due 2033 issued on the Issue Date and (2) Additional Notes, if any.

“Notes

Custodian” means the custodian with respect to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee.

“Purchase Agreement” means (1) with respect to the Notes issued on the Issue Date, the Purchase Agreement dated May 28,

2026, among the Issuer, WS Escrow LLC, and the Representative on behalf of the Initial Purchasers, together with any joinders thereto executed and delivered by the Guarantors, and (2) with respect to each issuance of Additional Notes, the

purchase agreement or underwriting agreement among the Issuer, the Guarantors and the Persons purchasing such Additional Notes.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (“Rule

144A”).

“Representative” means Wells Fargo Securities, LLC, as representative of the Initial Purchasers.

“Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A.

“Securities Act” means the Securities Act of 1933, as amended.

“Transfer Restricted Notes” means Notes that bear or are required to bear the

legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

1.2 Other

Definitions.

Term

Defined in

Section:

“Agent Members”

2.1(b)

“Global Notes”

2.1(a)

“IAI Global Notes”

2.1(a)

“Regulation S”

2.1(a)

“Regulation S Global Note”

2.1(a)

“Rule 144A”

2.1(a)

“Rule 144A Global Note”

2.1(a)

2. The Notes.

2.1 (a) Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold

initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be

transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more

permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more global notes in fully registered form

(collectively, the “Regulation S Global Note”); and Notes initially resold to IAIs shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global

Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with

the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the

Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, an IAI Global Note, or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution

Compliance Period, may be exchanged for interests in a Rule 144A Global Note, an IAI Global Note, or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such

Regulation S Global Note are owned either by Non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act, (ii) in the case of

an exchange for an IAI Global Note, certification that the interest in the Regulation S Global Note is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor

acquiring the securities for its own account or for the account of an institutional accredited investor, and (iii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof.

Beneficial interests in Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if

(1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the

Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) whom the transferor

reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United

States and other jurisdictions.

Beneficial interests in Regulation S Global Notes (after the Distribution Compliance Period) and Rule

144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the

Regulation S Global Note or Rule 144A Global Note, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2 hereto) to the effect that (A) the Regulation S Global Note or Rule

144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1), (2), (3) and (7) under the Securities Act that is an

institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a

view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an

interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in this Indenture) to the effect

that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).

The Rule 144A Global

Note, the Regulation S Global Note and the IAI Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on

the records of the Trustee and the Depository or its nominee as hereinafter provided.

(b) Book-Entry Provisions. This

Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.

The Issuer shall execute and the

Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository and (b) shall be delivered by the Trustee to such Depository

or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.

Members of, or participants

in the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note,

and the Issuer, the Trustee and any agent of the Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the

Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair as between the Depository and its Agent Members, the operation of

customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(c)

Definitive Notes. Except as provided in this Section 2.1, 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.

2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of

$700,000,000 of the Issuer’s 7.750% Senior Secured Notes due 2033 and (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Issuer pursuant to Section 202 of this

Indenture, in each case upon a written order of the Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuer. Such order shall specify the amount of the Notes to be authenticated and

the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 313 of this Indenture, shall certify that such issuance is in compliance with Section 1011 of

this Indenture.

2.3 Transfer and Exchange.

(a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:

(x) to register the transfer of such Definitive Notes; or

(y) to exchange such Definitive Notes for an equal principal amount of

Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable

requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

(i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and

the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(ii) if such Definitive

Notes are required to bear a restricted notes legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below,

and are accompanied by the following additional information and documents, as applicable:

(A) if such Definitive Notes are

being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B) if such Definitive Notes are being transferred to the Issuer, a certification to that effect; or

(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule

144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the reverse of the Note) and

(ii) if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged

for a beneficial interest in a Rule 144A Global Note, an IAI Global Note or a Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by

appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

(i) certification, in the form

set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred to an IAI or (C) being transferred after expiration of the Distribution

Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Regulation S Global Note; and

(ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books

and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) or Regulation S Global Note (in the case of a transfer pursuant

to clause (b)(i)(C)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note, IAI Global Note or Regulation S Global Note, as applicable, such instructions to contain information regarding the

Agent Member account to be credited with such increase,

then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to

cause, in accordance with the standing instructions and procedures of the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note, IAI Global Note or Regulation S Global Note, as

applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global

Note, IAI Global Note or Regulation S Global Note, as applicable, equal to the principal amount of the

Definitive Note so cancelled. If no Rule 144A Global Notes, IAI Global Notes or Regulation S Global Notes, as applicable, are then outstanding, the Issuer shall issue and the Trustee shall

authenticate, upon written order of the Issuer in the form of an Officer’s Certificate of the Issuer, a new Rule 144A Global Note, IAI Global Note or Regulation S Global Note, as applicable, in the appropriate principal amount.

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with

this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in

accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions

instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being

transferred.

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another

Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so

transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

(iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Note may not

be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a

nominee of such successor Depository.

(iv) In the event that a Global Note is exchanged for a Definitive Note pursuant to

Section 2.4 of this Appendix, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of

the Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuer.

(v) During the Distribution Compliance Period, beneficial ownership interests in Regulation S Global Notes may only be sold, pledged or

transferred in accordance with the Applicable Procedures and only (i) to the Issuer, (ii) in an offshore transaction in accordance with Regulation S or (iii) pursuant to an effective registration statement under the Securities Act, in

each case in accordance with any applicable securities laws of any State of the United States.

(e) Legend.

(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate evidencing the Global Notes (and all Notes

issued in exchange therefor or in substitution thereof), shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,

ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON

ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF

RULE

144A NOTES: SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY

AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY

ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT) IN RELIANCE ON REGULATION S UNDER THE

SECURITIES ACT], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT

TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED

INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE

MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D OF THE SECURITIES ACT THAT IS NOT A QUALIFIED

INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,

CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE

HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE

ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN,

INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR SIMILAR PROVISIONS UNDER ANY OTHER U.S. OR

NON-U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” WITHIN THE MEANING OF 29

C.F.R. SECTION 2510.3-101 (AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY BY SUCH HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS, AND NONE OF THE ISSUER, THE INITIAL PURCHASERS NOR ANY OF THEIR

RESPECTIVE AFFILIATES IS A FIDUCIARY OF SUCH HOLDER IN CONNECTION WITH ITS INVESTMENT IN THIS SECURITY PURSUANT TO THE OFFERING DESCRIBED IN THE OFFERING MEMORANDUM.

Each certificate evidencing a Note offered in reliance on Regulation S shall, in addition to the foregoing,

bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT

FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

Each Definitive Note shall also bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH

TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Each Global Note shall also bear the

following additional legend:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW

YORK CORPORATION (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED

TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE

WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

(ii) Upon any sale or transfer of a Transfer

Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a certificated Note

that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144

(such certification to be in the form set forth on the reverse of the Note).

(f) Cancellation or Adjustment of Global Note. At

such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or cancelled, such Global Note shall be returned to the Depository for cancellation or retained and cancelled by the Trustee.

At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, purchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced and an

adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

(g) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the

Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant,

member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and

all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global

Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its

members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to

owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to

determine substantial compliance as to form with the express requirements hereof.

2.4 Definitive Notes.

(a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 shall

be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with

Section 2.3 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a “clearing agency” registered under the

Exchange Act and, in each case, a successor depository is not appointed by the Issuer within 90 days of such notice, or (ii) a Default has occurred and is continuing or (iii) the Issuer, in its sole discretion, notifies the Trustee in

writing that it elects to cause the issuance of Definitive Notes under this Indenture.

(b) Any Global Note that is transferable to the

beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal Corporate Trust Office to be so transferred, in whole or from time to time in part, without charge, and the

Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this

Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any Definitive Note

delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.3(e) hereof, bear the applicable restricted notes legend and definitive notes legend set forth in Exhibit 1 hereto.

(c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and

otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Issuer shall promptly make available to

the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event that such Definitive Notes are not issued, the Issuer expressly acknowledges, with respect to the right of any Holder to

pursue a remedy pursuant to this Indenture, including pursuant to Section 507, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes

as if such Definitive Notes had been issued.

EXHIBIT 1

to Annex 1

[FORM OF FACE OF

INITIAL NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION

(“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC

(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE

REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN

WHOLE, BUT NOT IN PART, TO THE DEPOSITORY, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE

RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE

LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE

OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.

[Restricted Notes Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS

OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH

TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR

OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE

ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE

ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF

REGULATION S UNDER THE SECURITIES ACT) IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES

ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A

THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO

NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING

Exh. 1-1-1

OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D OF THE

SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO

ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE

DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES:

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE

SECURITIES ACT.]

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION

OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A

PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR SIMILAR PROVISIONS UNDER ANY OTHER U.S. OR

NON-U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” WITHIN THE MEANING OF 29

RESPECTIVE AFFILIATES IS A FIDUCIARY OF SUCH HOLDER IN CONNECTION WITH ITS INVESTMENT IN THIS SECURITY PURSUANT TO THE OFFERING DESCRIBED IN THE OFFERING MEMORANDUM.

Each certificate evidencing a Note offered in reliance on Regulation S shall, in addition to the foregoing, bear a legend in substantially the following form:

[Restricted Notes Legend for Notes Offered in Reliance on Regulation S]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF

1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

[Definitive Notes Legend]

CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

No.

[CUSIP No.] / [ISIN]

Worthington Steel, Inc., an Ohio corporation (together with its successors and assigns under the Indenture), promises to pay to [•]1, or registered assigns, the principal sum of $[•]2 on June 1, 2033.

Interest Payment Dates: June 1 and December 1.

Regular Record Dates: May 15 and November 15.

Additional provisions of this Note are set forth on the other side of this Note.

[Signatures Follow]

For Global Notes insert: Cede & Co.

For Global Notes insert: set forth on the Schedule of Increases or Decreases of Global Note attached hereto.

WORTHINGTON STEEL, INC., as Issuer

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated:

This is one of the Notes designated therein referred to in the within-mentioned

Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee,

By:

Authorized Signatory

[FORM OF REVERSE SIDE OF INITIAL NOTE]

7.750% Senior Secured Note due 2033

Principal and Interest.

The Issuer will pay the principal of this Note on June 1, 2033.

The Issuer promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of

7.750% per annum (subject to adjustment as provided below).

Interest will be payable semi-annually (to the Holders of record of the Notes

(or any Predecessor Notes) at the close of business on May 15 or November 15 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 1, 2026.

Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from

June 1, 2026; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date,

interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Issuer shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent

lawful, at a rate per annum equal to the rate of interest applicable to the Notes.

2. Method of Payment.

The Issuer will pay interest (except Defaulted Interest) on the principal amount of the Notes on each June 1 and December 1,

commencing December 1, 2026, to the Persons who are Holders (as reflected in the Note Register at the close of business on May 15 and November 15 immediately preceding the Interest Payment Date), in each case, even if the Note is

cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided that, in the case of definitive notes with respect to the payment of principal, the Issuer will make payment to the Holder that

surrenders this Note to any Paying Agent on or after June 1, 2033.

The Issuer will pay principal (and premium, if any) and interest

in U.S. dollars. However, the Issuer may pay principal (and premium, if any) and interest by its check payable in such money. The Issuer may pay interest on the Notes either (a) by mailing a check for such interest to a Holder’s

registered address (as reflected in the Note Register) or (b) by wire transfer to an account located in the United States maintained by the payee. If a payment date is a date other than a Business Day at a place of payment, payment may be made

at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

3. Paying Agent and

Registrar.

The Issuer initially appoints Deutsche Bank Trust Company Americas as Trustee, as Paying Agent and Registrar. The Issuer

may change any Paying Agent or Registrar upon written notice thereto. The Issuer, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-registrar.

4. Indenture.

The Issuer issued the

Notes under an Indenture dated as of June 1, 2026 (the “Indenture”), among the Issuer, the Guarantors from time to time party thereto and the Trustee. Capitalized terms herein are used as defined in the Indenture unless

otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of all such terms. To the extent permitted by applicable law, in

the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

The Notes are senior secured obligations of the Issuer. The Indenture does not limit the

aggregate principal amount of the Notes.

5. Redemption.

Optional Redemption. At any time prior to June 1, 2029, on one or more occasions, the Issuer may redeem all or a part of the

Notes, upon written notice as described in Section 1105 of the Indenture, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but

excluding, the applicable Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date.

On and after June 1, 2029, on one or more occasions, the Issuer may redeem all or part of the Notes, upon written notice as set forth in

Section 1105 of the Indenture, at the Redemption Prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable

Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the

years indicated below:

Year

Percentage

2029

103.875

2030

101.938

2031 and thereafter

100.000

In addition, until June 1, 2029, the Issuer may, at its option, upon written notice as set forth in

Section 1105 of the Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a Redemption Price equal to 107.750% of the aggregate principal amount thereof, plus

accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date,

with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 50% of the aggregate principal amount of Notes (including any Additional

Notes issued under this Indenture after the Issue Date) then outstanding remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this

Indenture); provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering.

In addition, at any time and from time to time until June 1, 2029, the Issuer may, at its option, on one or more occasions, redeem up to

10% of the then outstanding aggregate principal amount of the Notes during each of the twelve-month periods ending after the Issue Date, upon notice as described under Section 1105 of the Indenture at a redemption price equal to 103% of the

aggregate principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date.

Notwithstanding the foregoing, in connection with any tender offer (including, without limitation, any Change of Control Offer, Alternate

all Notes that remain outstanding following such purchase on the Second Payment Date at a price in cash equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and

unpaid interest, if any, thereon, to but excluding the Second Payment Date.

Any redemption or offer to purchase, whether in connection with an Equity Offering, Change

of Control Offer, Alternate Offer, Asset Sale Offer or other transaction or event or otherwise, may, at the Issuer’s discretion, be subject to one or more conditions precedent, which shall be set forth in the related notice of redemption or

offer to purchase, including, but not limited to, completion of an Equity Offering, other offering or other transaction or event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice

shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time as any or all such conditions shall be satisfied (including to a date that

is more than 60 days after notice of such redemption or offer to purchase), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption

Date or purchase date, or by the Redemption Date or purchase date as so delayed.

Special Mandatory Redemption. If, on or prior to

the Long Stop Date, an Acquisition Triggering Event occurs, then the Issuer shall be required to redeem, within 10 Business Days of the Acquisition Triggering Event, all of the Outstanding Notes at a redemption price equal to 100% of the issue price

thereof, plus accrued and unpaid interest to, but not including, the Redemption Date. Upon the occurrence of an Acquisition Triggering Event, the Issuer shall, within five Business Days following such Acquisition Triggering Event, notify the Holders

of the Notes by mail (or electronic delivery) or otherwise in accordance with the procedures of the Depositary, with a copy to the Trustee, of such event and that the Notes shall be redeemed no later than 10 Business Days after the Acquisition

Triggering Event, in accordance with the applicable provisions of the Indenture.

6. Repurchase upon a Change of Control and Asset Sales.

Upon the occurrence of (a) a Change of Control, the Holders of the Notes will have the right to require that the Issuer purchase such

Holder’s outstanding Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase and (b) Asset Sales, the Issuer may be

obligated to make offers to purchase Notes and Senior Indebtedness of the Issuer with a portion of the Net Proceeds of such Asset Sales at a Redemption Price of 100% of the principal amount thereof plus accrued and unpaid interest, if any,

to, but excluding, the date of purchase.

7. Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess

thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder

to pay any transfer taxes and fees required by law or permitted by the Indenture. The Issuer is not required to transfer or exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of

Control Offer, an Alternate Offer, an Asset Sale Offer or other tender offer. Also, the Issuer is not required to transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed or within 15 days before an Interest

Payment Date.

8. Persons Deemed Owners.

A registered Holder shall be treated as the owner of a Note for all purposes.

9. Unclaimed Money.

If money for the

payment of principal (premium, if any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request. After that, Holders entitled to the money must look to the Issuer for

payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

10. Discharge and Defeasance Prior to Redemption or Maturity.

If the Issuer irrevocably deposits, or causes to be deposited, with the Trustee money or Government Securities sufficient to pay the then

outstanding principal of (premium, if any) and accrued interest on the Notes (a) to the Redemption Date or Maturity, the Issuer will be discharged from its obligations under the Indenture and the Notes, except in certain circumstances for

certain covenants thereof, and (b) to the Stated Maturity, the Issuer will be discharged from certain covenants set forth in the Indenture.

11.

Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture, the Notes and any related Guarantee, the Collateral

Documents and the Intercreditor Agreements may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, including consents obtained in connection with a purchase of, or

tender offer or exchange offer for the Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of

the Outstanding Notes, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, other than Notes beneficially owned by the Issuer or its Affiliates. Without notice to or the consent of any Holder,

the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, mistake, defect or inconsistency and make any change that does not adversely affect the rights of any Holder. For purposes

of determining whether any Holder shall be disregarded for purposes of such consent, only Notes which a Responsible Officer of the Trustee is notified in writing to be beneficially owned by the Issuer or its Affiliates shall be disregarded.

12. Restrictive Covenants.

The

Indenture contains certain covenants. Within 120 days after the end of each fiscal year, the Issuer must report to the Trustee on compliance with such limitations.

13. Successor Persons.

When a successor

Person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor Person will be released from those obligations.

14. Remedies for Events of Default.

an Event of Default, as defined in the Indenture (other than an Event of Default specified in Section 501(6) of the Indenture with respect to the Issuer), occurs and is continuing, the Trustee, upon a valid Noteholder Direction, or the Holders

of at least 30.0% in principal amount of the Outstanding Notes may declare all the Notes to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Issuer occurs and is continuing, the Notes automatically become

immediately due and payable. The Trustee shall be under no obligation to exercise any rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless such Holders have offered indemnity or security against

any loss, liability or expense satisfactory to the Trustee. Subject to certain restrictions, the Holders of a majority in principal amount of the Outstanding Notes are given the right to direct the time, method and place of conducting any proceeding

for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly

prejudicial to the rights of any other Holder (provided, however, that the Trustee shall not have an affirmative duty to determine whether any such direction is unduly prejudicial to any other Holder) or that would involve the Trustee in

personal liability.

15. Guarantees.

The Issuer’s obligations under the Notes are fully, irrevocably and unconditionally guaranteed on a senior Secured basis, to the extent

set forth in the Indenture, by each of the Guarantors.

16. Trustee and Notes Collateral Agent Dealings with Issuer.

The Trustee and Notes Collateral Agent under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes

and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Issuer and its Affiliates as if it were not the Trustee or the Notes Collateral Agent.

17. Authentication.

This Note shall not

be valid until the Trustee manually or electronically signs the certificate of authentication on the other side of this Note.

18. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the

entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

19. CUSIP Numbers.

Pursuant to a

recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation

is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

20. Governing Law.

THIS SECURITY

SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE

CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY OR THE INDENTURE.

The Issuer will furnish to

any Holder upon written request and without charge a copy of the Indenture. Requests may be made to Worthington Steel, Inc. at Worthington Steel, Inc., 100 W. Old Wilson Bridge Road, Columbus, Ohio 43085; Email *** ; Attention: Dan Magnussen.

Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Indenture.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and

transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may

substitute another to act for him.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of

original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any “Affiliate” of the Issuer within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the

undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)

☐

to the Issuer or any of its subsidiaries; or

(2)

☐

under a registration statement that has been declared effective under the Securities Act; or

(3)

☐

for so long as the Notes are eligible for resale under Rule 144A, to a person the seller reasonably believes is a “qualified institutional buyer” that is purchasing for its own account or for the account of another

qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A; or

(4)

☐

through offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S; or

(5)

☐

to an institutional accredited investor (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that is not a qualified institutional buyer and that is purchasing for its own account or for the account of

another institutional accredited investor, in each case in a minimum principal amount of Notes of $250,000; or

(6)

☐

under any other available exemption from the registration requirements of the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the

name of any person other than the registered holder thereof; provided, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions,

certifications and other information as the Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as

the exemption provided by Rule 144 under such Act.

Signature

Signature Guarantee:

Signature must be guaranteed

Signature

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of

the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition

to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

TO BE COMPLETED BY PURCHASER IF ([2]) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises

sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and

acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the

undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:

Notice: To be executed by an executive officer

[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of

Exchange

Amount of decrease

in Principal amount of

this Global

Note

Amount of increase

in Principal amount

of this Global

Note

Principal amount

of this Global

Note following

such decrease or

increase

Signature of

authorized

signatory of

Trustee or Notes

Custodian

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 1016 or 1017 of the Indenture, check the box: ☐

☐ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 1016 or 1017 of the Indenture, state

the amount in principal amount: $

Date:

Your Signature:

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar,

which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in

substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT 2

to Annex 1

Form of

Transferee Letter of Representation

Worthington

Steel, Inc.

100 W. Old Wilson Bridge Road

Columbus, Ohio

43085

Deutsche Bank Trust Company Americas

c/o

Transfer Operations

DB Services Americas, Inc.

5201 Gate Parkway, 1st Floor

Jacksonville, Florida 32256 USA

Mail Stop JCK-01-218

Ladies and Gentlemen:

This certificate is

delivered to request a transfer of $______ principal amount of the 7.750% Senior Secured Notes due 2033 (the “Notes”) of Worthington Steel, Inc., an Ohio corporation (the “Issuer”).

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

The undersigned represents and warrants to you that:

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of

1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes

not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our

investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as

permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date

of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (i) to the Issuer or any

subsidiary thereof, (ii) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) to an institutional “accredited

investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional accredited investor, in each case

in a minimum principal amount of the Notes of $250,000, (iv) outside the United States in a transaction complying with the provisions of Regulation S under the Securities Act, (v) pursuant to an exemption from registration under the Securities

Act provided by Rule 144 (if available) or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement

of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable securities law

of any state of the United States or other jurisdiction. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to

clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that

the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in

violation of the Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iii), (iv) or

(v) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee.

TRANSFEREE: ,

By:

Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of

to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

EXHIBIT A

FORM OF SUPPLEMENTAL INDENTURE

BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of

______________, 20__, among Worthington Steel, Inc. (the “Issuer”), [ ] (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer, and Deutsche Bank Trust Company Americas, as trustee under the Indenture

referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of

June 1, 2026 providing for the issuance of 7.750% Senior Secured Notes due 2033 (the “Notes”);

WHEREAS, the

Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s

Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and

WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,

the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the

conditions set forth in the Indenture including but not limited to Article Twelve thereof.

3. NO RECOURSE AGAINST OTHERS. No past,

present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiary under the Notes, any Guarantees, the

Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are

part of the consideration for issuance of the Notes and the Guarantees, to the extent permitted by applicable law.

4. GOVERNING LAW. THIS

SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN,

IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

5. COUNTERPARTS. The

parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of the Supplemental Indenture and of signature pages by

facsimile or PDF transmission shall constitute effective execution and delivery of the Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto

transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

6. EFFECT OF HEADINGS. The Section

headings herein are for convenience or reference only and are not intended to be considered a part hereof and shall not affect the construction hereof.

Exh. A-1

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in

respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed, all as of the date first above written.

Dated: _____________________, 20___

WORTHINGTON STEEL, INC.

By:

Name:

Title:

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:

Name:

Title:

By:

Name:

Title:

EXHIBIT B

INCUMBENCY CERTIFICATE

The

undersigned, _______________________, being the __________________ of ___________________ (the “Issuer”) does hereby certify that the individuals listed below are qualified and acting officers of the Issuer and the signatures

appearing in the right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Deutsche Bank

Trust Company Americas, as Trustee under the Indenture dated as of June 1, 2026, by and among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas.

Name

Title:

Signature

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the _______ day of

______________________, 20__.

Name:

Title:

Exh. B-1

EXHIBIT C

AGREED SECURITY PRINCIPLES3

Considerations

(a)

The German Collateral to be provided under the Indenture and the Collateral Documents will be given in

accordance with the security principles set forth in this Exhibit C (the “Agreed Security Principles”). This Exhibit C identifies the Agreed Security Principles and addresses the manner in which

the Agreed Security Principles will impact, and determine the extent and terms of, the security proposed to be provided in relation to the Notes and the Guarantees .

(b)

The Agreed Security Principles embody the recognition by all parties that there may be certain legal and

practical difficulties in obtaining effective or commercially reasonable security from all relevant Guarantors in each jurisdiction in which German Collateral will be granted. In particular:

(i)

a security interest in the German Collateral shall not be created or perfected to the extent that it would

(x) result in a significant risk to the officers or directors of the relevant grantor of such security interest in contravention of their fiduciary duties, (y) contravene any legal prohibition applicable to such grantor or (z) subject

such grantor or its officers or directors to civil or criminal liability; provided that the relevant grantor shall use, and shall procure that the relevant Person uses, reasonable endeavours lawfully available to avoid any such unlawfulness

or personal liability;

(ii)

it is expressly acknowledged that it may be either impossible or impractical to create security over certain

categories of assets, in which event security will not be taken over such assets;

(iii)

the granting of security and the registration and/or the perfection of the security granted will not be

required if it would have a material adverse effect on the ability of the relevant Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by the Indenture and the Collateral Documents (including dealing with

the secured assets and all contractual counterparties or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligations, in each case prior to an Event of Default which is continuing), including with respect to any

requirement under these Agreed Security Principles to seek consent of any Person or take, or not take, any other action;

(iv)

any Security Document to which BidCo and/or BidCo Holdco (each, a “BidCo Entity”) is a party

will only be required to be notarised if required by law in order for the relevant security to become effective or admissible in evidence;

(v)

no title investigations or other diligence on assets will be required and no title insurance will be required;

(vi)

to the extent legally effective, all security will be granted in favour of the Notes Collateral Agent for the

benefit of the Holders and not the Holders individually (with the Notes Collateral Agent to hold one set of security documents for all the Secured Parties); “parallel debt” provisions will be used where necessary; and no Guarantor will

be required to take any action in relation to any security as a result of any assignment or transfer by a Holder;

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture to

which this Exhibit C is attached.

Exh. C-1

(vii)

no security shall be required to be given in respect of any assets that is agreed to be excluded; and

(viii)

the Holders (or any agent or similar representative appointed by them at the relevant time) will not be able to

exercise any power of attorney or set-off granted to them under the terms of the Indenture or the Collateral Documents prior to the occurrence of an Event of Default which is continuing.

Terms of the German Security Documents

Subject to the German limitations set out in the Indenture, each German Collateral will be an upstream, cross-stream and downstream security

for all liabilities of the Issuer and each Guarantor under the Indenture and the Notes in accordance with, and subject to, the requirements of these Agreed Security Principles in Germany. The German Security Documents will secure the obligations of

the relevant security provider or, if such security is provided on a third party basis, all liabilities of the Issuer and each Guarantor under the Indenture and the Notes, in each case in accordance with, and subject to, the requirements of these

Agreed Security Principles in Germany.

The following principles will be reflected in the terms of any security taken in connection with

the Indenture and the Notes:

(a)

security will not be enforceable until the occurrence of an Event of Default which is continuing;

(b)

the Notes Collateral Agent will only be able to exercise a power of attorney following the occurrence of an

Event of Default which is continuing;

(c)

the Collateral Documents relating to the German Collateral should only operate to create security rather than

to impose new commercial obligations or repeat clauses in other Collateral Documents or the Indenture; accordingly: (i) they should not contain additional representations, undertakings or indemnities (including, without limitation, in respect

of insurance, information, maintenance or protection of assets or the payment of fees, costs and expenses) unless these are required for the creation or perfection of security; and (ii) nothing in any security document shall (or shall be

construed to) prohibit any transaction, matter or other step (or a grantor of security taking or entering into the same or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and documentation,

and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the applicable Collateral Document if not prohibited by the terms of the other Collateral Documents) (and accordingly to such extent, the Notes

Collateral Agent shall promptly effect releases, confirmations and consents to deal (or similar steps) always at the cost of the relevant grantor of the security);

(d)

the German Collateral shall include collateral security over the following assets only:

(i)

structural intra-group loans of each BidCo Entity;

(ii)

Equity Interests in each BidCo Entity held by its direct equityholder;

(iii)

Equity Interests in the Target held by BidCo; and

(iv)

Material Bank Accounts (as defined below) held by each BidCo Entity;

Exh. C-2

(e)

each German Collateral will (to the extent applicable) be first in ranking;

(f)

in no event shall control agreements (or perfection by control or similar arrangements) be required with

respect to any assets (including deposit or securities accounts) (unless the Indenture or any Collateral Document expressly provides for any specific account (by reference to its purpose) to be subject to specific restrictions on use);

(g)

the Collateral Documents relating to the German Collateral will, where possible and practical, automatically

create security over future assets of the same type as those already secured; where local law requires supplemental pledges or notices to be delivered in respect of future acquired assets in order for effective security to be created over that class

of asset, such supplemental pledges or notices will be provided only upon request of the Notes Collateral Agent and at intervals no more frequent than quarterly (unless customary or required more frequently under local law); and

(h)

information, such as lists of assets, will not be provided except required to grant, perfect or, on reasonable

request of the Notes Collateral Agent, enforce the security.

Bank Accounts

(a)

Each BidCo Entity will be free to deal, operate and transact business in relation to its respective accounts

(including opening and closing accounts) until the occurrence of an Event of Default which is continuing (unless the Indenture or the Collateral Documents expressly provide for any specific account (by reference to its purpose) to be subject to

specific restrictions on use). For the avoidance of doubt, (unless the Indenture or the Collateral Documents expressly provide for any specific account (by reference to its purpose) to be subject to specific restrictions on use) there will be no

“fixed” security over bank accounts, cash or receivables or any obligation to hold or pay cash or receivables in a particular account until the occurrence of an Event of Default which is continuing.

(b)

A bank account is considered as material if the amount credited to such bank account for a period of more than

two consecutive weeks is equal to or greater than EUR 2,500,000 (a “Material Bank Account”). An excluded account concept is used where necessary for fiduciary accounts and priority rights for monies of clients and VAT.

(c)

Other than in circumstances as provided in paragraph 1(b) above, if required by local law to perfect the

security, and if possible without disrupting operation of the account, notice of the security will be served on the account bank in relation to Material Bank Accounts within 10 Business Days after (i) the execution of the relevant Collateral

Document, (ii) the opening of the relevant Material Bank Account or (iii) the date on which a bank account has become material. Each BidCo Entity will use its commercially reasonable efforts to obtain an acknowledgement of that notice. If

a BidCo Entity has used commercially reasonable efforts but has not been able to obtain such acknowledgement or acceptance, its obligation to obtain acknowledgement will cease on the expiry of a 20 Business Day period. Irrespective of whether notice

of the security is required for perfection, if the service of notice would prevent such BidCo Entity from using a bank account in the course of its business, no notice of security will be served on such BidCo Entity’s account bank in relation

to such bank account until the occurrence of an Event of Default which is continuing.

(d)

Any security over bank accounts will be subject to any security interests in favour of the account bank which

are created either by law or in the standard terms and conditions of the account bank (unless such security interests are waived by the account bank, subject to paragraph 1(b) above). Neither BidCo Entity shall be required to change its

banking arrangements or standard terms and conditions in connection with the granting of bank account security.

Exh. C-3

Receivables

Each BidCo Entity will be free to deal with, amend, waive or terminate any receivables in the course of its business until the occurrence of an

Event of Default which is continuing. Notice of security shall be served within 20 Business Days after (a) the execution of the relevant Collateral Document unless such notification has been made under the Collateral Document or (b) the

entry into any agreement which constitutes structural intra-group loans.

(a)

Until an Event of Default has occurred and is continuing, the legal title to any Equity Interests will remain

with the relevant grantor of the security interest (unless transfer of title on granting such security is customary in the applicable jurisdiction) and any grantor of share security will be permitted to retain and to exercise voting rights and

powers in relation to any Equity Interests and other related rights charged by it and receive, own and retain all assets and proceeds in relation thereto without restriction or condition; provided that any exercise of rights does not

materially adversely affect the validity or enforceability of the security interest in such Equity Interests or cause an Event of Default to occur.

(b)

Where customary and applicable as a matter of law, on, or as soon as reasonably practicable (and in any event

no later than five Business Days) following execution (and taking into account any stamping requirements in respect of any stock transfer form (or applicable law equivalent)) of the relevant Collateral Document, the applicable share certificate (or

other documents evidencing title to the relevant shares) and a stock transfer form executed in blank (or applicable law equivalent) will be provided to the Notes Collateral Agent.

Exh. C-4

EX-10.1

Filename: d435492dex101.htm · Sequence: 3

EX-10.1

Exhibit 10.1

EXECUTION VERSION

CUSIP Number:

98210HAD4

CREDIT AGREEMENT

dated

as of June 1, 2026,

by and among

WORTHINGTON STEEL, INC.,

as Borrower,

the Lenders from

time to time party hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

WELLS FARGO SECURITIES, LLC,

CITIBANK, N.A.,

PNC

CAPITAL MARKETS LLC,

KEYBANC CAPITAL MARKETS INC.,

BMO CAPITAL MARKETS CORP.,

CANADIAN IMPERIAL BANK OF COMMERCE, NY BRANCH

and

HSBC SECURITIES (USA)

INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

Article I. DEFINITIONS

Section 1.1

Definitions

Section 1.2

Other Definitions and Provisions

Section 1.3

Accounting Terms

Section 1.4

UCC Terms

Section 1.5

Rounding

Section 1.6

References to Agreement and Laws

Section 1.7

Times of Day

Section 1.8

Guarantees

Section 1.9

Covenant Compliance Generally

Section 1.10

Limited Condition Transactions

Section 1.11

Divisions

Section 1.12

Rates

Section 1.13

Certain Calculations

Section 1.14

Cashless Transactions

Article II. TERM LOAN FACILITY

Section 2.1

Loans

Section 2.2

Procedure for Advance of Loans

Section 2.3

Repayment of Loans

Section 2.4

Optional Prepayment of Loans and Termination or Reduction of Commitments

Section 2.5

Mandatory Prepayments and Reductions of Commitments

Section 2.6

Extension of Maturity Date

Section 2.7

Refinancing Facilities

Article III. GENERAL LOAN PROVISIONS

Section 3.1

Interest

Section 3.2

Notice and Manner of Conversion or Continuation of Loans

Section 3.3

Fees

Section 3.4

Manner of Payment

Section 3.5

Evidence of Indebtedness

Section 3.6

Sharing of Payments by Lenders

Section 3.7

Administrative Agent’s Clawback

Section 3.8

Changed Circumstances

Section 3.9

Indemnity

Section 3.10

Increased Costs

Section 3.11

Taxes

Section 3.12

Mitigation Obligations; Replacement of Lenders

Section 3.13

Incremental Loans

Section 3.14

Defaulting Lenders

Article IV. CONDITIONS

Section 4.1

Conditions Precedent to the Effective Date

Section 4.2

Conditions Precedent to Borrowing on the Initial Funding Date

Section 4.3

Certain Funds Period

Article V. REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

Section 5.1

Organization; Power; Qualification

Section 5.2

Ownership

Section 5.3

Authorization; Enforceability

Section 5.4

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

Section 5.5

Compliance with Law; Governmental Approvals

Section 5.6

Tax Returns and Payments

Section 5.7

Intellectual Property Matters

Section 5.8

Environmental Matters

Section 5.9

Employee Benefit Matters

Section 5.10

Margin Stock

Section 5.11

Government Regulation

Section 5.12

[Reserved]

Section 5.13

Employee Relations

Section 5.14

Burdensome Provisions

Section 5.15

Financial Statements

Section 5.16

No Material Adverse Change

Section 5.17

Solvency

Section 5.18

Title to Properties

Section 5.19

Litigation

Section 5.20

Anti-Terrorism; Anti-Money Laundering; Etc.

Section 5.21

Absence of Defaults

Section 5.22

Senior Indebtedness Status

Section 5.23

Disclosure

Section 5.24

Use of Proceeds

Section 5.25

Insurance

Section 5.26

Security Documents

Section 5.27

The Offer, the Offer Document and the BCA

Article VI. AFFIRMATIVE COVENANTS

Section 6.1

Financial Statements and Budgets

Section 6.2

Certificates; Other Reports

Section 6.3

Notice of Litigation and Other Matters

Section 6.4

Preservation of Corporate Existence and Related Matters

Section 6.5

Maintenance of Property and Licenses

Section 6.6

Insurance

Section 6.7

Accounting Methods and Financial Records

Section 6.8

Payment of Taxes and Other Obligations

Section 6.9

Compliance with Laws and Approvals

Section 6.10

Environmental Laws

Section 6.11

Compliance with ERISA

Section 6.12

Acquisition Undertakings

Section 6.13

Visits and Inspections; Lender Calls

Section 6.14

Additional Collateral; Additional Subsidiaries

Section 6.15

German Guarantee and Collateral

Section 6.16

Use of Proceeds

Section 6.17

Maintenance of Debt Ratings

Section 6.18

Further Assurances

Section 6.19

Post Closing Obligations

Article VII. NEGATIVE COVENANTS

Section 7.1

Indebtedness

Section 7.2

Liens

Section 7.3

Investments

101

Section 7.4

Fundamental Changes

104

Section 7.5

Asset Dispositions

105

Section 7.6

Restricted Payments

106

Section 7.7

Transactions with Affiliates

108

Section 7.8

Accounting Changes; Organizational Documents

109

Section 7.9

Payments and Modifications of Certain Indebtedness

109

Section 7.10

No Further Negative Pledges; Restrictive Agreements

110

Section 7.11

Nature of Business

111

Section 7.12

[Reserved]

111

Section 7.13

Sale Leasebacks

111

Section 7.14

Limitations on BidCo Holdco and BidCo.

111

Article VIII. DEFAULT AND REMEDIES

112

Section 8.1

Events of Default

112

Section 8.2

Remedies

115

Section 8.3

Rights and Remedies Cumulative; Non-Waiver; Etc.

116

Section 8.4

Crediting of Payments and Proceeds

116

Section 8.5

Administrative Agent May File Proofs of Claim

117

Section 8.6

Credit Bidding

117

Article IX. THE ADMINISTRATIVE AGENT

118

Section 9.1

Appointment and Authority

118

Section 9.2

Rights as a Lender

118

Section 9.3

Exculpatory Provisions

118

Section 9.4

Reliance by the Administrative Agent

119

Section 9.5

Delegation of Duties

120

Section 9.6

Resignation of Administrative Agent

120

Section 9.7

Non-Reliance on Administrative Agent and Other Lenders

121

Section 9.8

No Other Duties, Etc.

122

Section 9.9

Collateral and Guaranty Matters

122

Section 9.10

Erroneous Payments

124

Article X. MISCELLANEOUS

125

Section 10.1

Notices

125

Section 10.2

Amendments, Waivers and Consents

128

Section 10.3

Expenses; Indemnity

130

Section 10.4

Right of Setoff

131

iii

Section 10.5

Governing Law; Jurisdiction, Etc.

132

Section 10.6

Waiver of Jury Trial

133

Section 10.7

Reversal of Payments

133

Section 10.8

Injunctive Relief

133

Section 10.9

Successors and Assigns; Participations

133

Section 10.10

Treatment of Certain Information; Confidentiality

137

Section 10.11

Performance of Duties

138

Section 10.12

All Powers Coupled with Interest

138

Section 10.13

Survival

138

Section 10.14

Titles and Captions

139

Section 10.15

Severability of Provisions

139

Section 10.16

Counterparts; Integration; Effectiveness; Electronic Execution

139

Section 10.17

Term of Agreement

140

Section 10.18

PATRIOT Act

140

Section 10.19

Independent Effect of Covenants

140

Section 10.20

Inconsistencies with Other Documents; Intercreditor Agreement

140

Section 10.21

Acknowledgment and Consent to Bail-In of Affected Financial Institutions

141

Section 10.22

[Reserved]

141

Section 10.23

Certain ERISA Matters

141

Section 10.24

Acknowledgement Regarding Any Supported QFCs

142

Section 10.25

No Advisory or Fiduciary Responsibility

143

EXHIBITS

Exhibit A

Form of ABL Intercreditor Agreement

Exhibit B

–

[Reserved]

Exhibit C

–

Agreed Security Principles

Exhibit D

–

Form of Assignment and Assumption

Exhibit E

–

[Reserved]

Exhibit F

–

Form of Equal Priority Intercreditor Agreement

Exhibit G

–

[Reserved]

Exhibit H

–

Form of Guaranty and Security Agreement

Exhibit I

–

[Reserved]

Exhibit J

–

Form of Notice of Borrowing

Exhibit K

–

Form of Notice of Conversion/Continuation

Exhibit L

–

Form of Notice of Prepayment

Exhibit M

–

Form of Officer’s Compliance Certificate

Exhibit N-1

–

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

Exhibit N-2

–

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

Exhibit N-3

–

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

Exhibit N-4

–

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

SCHEDULES

Schedule 1.1

–

Commitments

Schedule 5.1

–

Jurisdictions of Organization and Qualification

Schedule 5.2

–

Subsidiaries and Capitalization

Schedule 5.25

–

Insurance

Schedule 6.19

–

Post Closing Obligations

Schedule 7.1

–

Existing Indebtedness

Schedule 7.2

–

Existing Liens

Schedule 7.3

–

Existing Loans, Advances and Investments

Schedule 7.7

–

Transactions with Affiliates

CREDIT AGREEMENT, dated as of June 1, 2026, by and among WORTHINGTON STEEL, INC., an

Ohio corporation, as Borrower, the Lenders from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

STATEMENT OF PURPOSE

WHEREAS, the Borrower intends to acquire up to 100% (but not less than 57.5%) of the outstanding Equity Interests (as this and other

capitalized terms used in this statement of purpose are defined in Section 1.1 below) of Klöckner & Co SE, a European stock company (Societas Europaea), registered with the commercial register

(Handelsregister) of the local court (Amtsgericht) of Düsseldorf under HRB 109982 with its registered business address at Peter-Müller-Str.

24, 40468 Düsseldorf, Germany (“Klӧckner” and such acquisition, the “Klӧckner Acquisition”);

WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of Initial Term Loans funded on the Initial

Funding Date in an aggregate principal amount not to exceed $700,000,000;

WHEREAS, subject to the terms and conditions set forth in this

Agreement, the Administrative Agent and the Lenders have agreed to extend such credit to the Borrower.

NOW, THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

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

“2033 Senior Secured Notes” means the 7.750% Senior Secured Notes due 2033 issued by the Borrower pursuant to the 2033

Senior Secured Notes Indenture.

“2033 Senior Secured Notes Collateral Agent” means Deutsche Bank Trust Company

Americas, in its capacity as collateral agent with respect to the 2033 Senior Secured Notes.

“2033 Senior Secured Notes

Collateral Agreement” means that certain notes collateral agreement, dated as of June 1, 2026, by and among the Borrower, the subsidiary guarantors party thereto and the Senior Secured Notes Collateral Agent.

“2033 Senior Secured Notes Documents” means the 2033 Senior Secured Notes, the 2033 Senior Secured Notes Indenture, the

2033 Senior Secured Notes Collateral Agreement, each other collateral document relating to the 2033 Senior Secured Notes and all other agreements documents and instruments entered into now or in the future in connection with the 2033 Senior Secured

Notes or the 2033 Senior Secured Notes Indenture.

“2033 Senior Secured Notes Indenture” means the indenture for the

2033 Senior Secured Notes, dated as of June 1, 2026, between the Borrower, the guarantors party thereo and Deutsche Bank Trust Company Americas, as trustee and collateral agent, as amended, restated, supplemented or otherwise modified from time

to time.

“ABL Administrative Agent” means PNC Bank, National Association, in its

capacity as administrative agent and collateral agent under the ABL Credit Agreement and the ABL Loan Documents, or any successor administrative agent and collateral agent under the then-effective ABL Loan Documents.

“ABL Credit Agreement” means that certain Revolving Credit and Security Agreement, dated as of November 30, 2023, by

and among the Borrower, the lenders party thereto and the ABL Administrative Agent, as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time.

“ABL Facility” means the asset-based revolving credit facility established pursuant to the ABL Credit Agreement from time

to time.

“ABL Intercreditor Agreement” means the ABL Intercreditor Agreement, dated as of the Initial Funding Date, as

amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, by and among the Borrower, certain Subsidiaries of the Borrower, the Administrative Agent, the 2033 Senior Secured Notes Collateral

Agent, each applicable Additional Debt Representative and the applicable ABL Administrative Agent, as Initial First Lien Agent, substantially in the form attached as Exhibit A or otherwise in a form

reasonably satisfactory to the Administrative Agent.

“ABL Loan Documents” means the ABL Credit Agreement, the ABL

Intercreditor Agreement and the other loan documents related thereto, in each case as the same may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time.

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

“Account Pledge Agreement” means an account pledge agreement granting a security interest in material bank accounts

maintained with banks or financial institutions in Germany constituting German Collateral by BidCo Holdco and BidCo to the Administrative Agent, in a form reasonably satisfactory to the Administrative Agent.

“Acquisition Closing Date” means the date on which (a) the Transaction (as defined in the BCA as in effect on

January 15, 2026) has been consummated and (b) the settlement of the Offer has occurred.

“Additional Debt

Representative” means, with respect to any Incremental Equivalent Debt that, in each case, is secured by a Lien on all or any portion of the Collateral, the trustee, administrative agent, collateral agent, security agent or similar agent

under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Administrative Agent” means Wells Fargo, in its capacity as administrative agent and collateral agent hereunder, and any

successor thereto appointed pursuant to Section 9.6.

“Administrative Agent’s Office”

means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 10.1(c).

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

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

“Affiliate” means, with respect to a specified Person, another Person

that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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

“Agent’s Liens” means the Liens granted by the Credit Parties to the Administrative Agent under the Loan Documents

and securing the Obligations.

“Agreed Security Principles” means the principles governing the German Collateral

following the Initial Funding Date, as attached as Exhibit C.

“Agreement” means this Credit Agreement.

“Allocation Date” means May 28, 2026.

“Anti-Boycott Rules” means EU Regulation (EC) 2271/96, Section 7 of the German Foreign Trade Regulations

(Außenwirtschaftsverordnung) or any similar anti-boycott laws or regulations.

“Anti-Money Laundering

Laws” means the laws and regulations of any jurisdiction applicable to any Credit Party from time to time concerning, or relating to, money laundering, including, if applicable, the German Money Laundering Act

(Geldwäschegesetz), Executive Order 13224, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.) and the PATRIOT Act.

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

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties,

regulations, binding interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Margin” means (a) with respect to any Base Rate Loan, 3.00% and (y) with respect to any SOFR Loan,

4.00%.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a

Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Wells Fargo Securities, LLC, Citibank, N.A., PNC Capital Markets LLC, KeyBanc Capital Markets

Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc., in their capacities as joint lead arrangers and joint bookrunners.

“Asset Disposition” means the sale, transfer, license, lease or other disposition of any Property (including any division,

merger, amalgamation or disposition of Equity Interests) by any Credit Party or any Subsidiary thereof, and any issuance of Equity Interests by any Subsidiary of the Borrower to any Person that is not the Borrower or any Wholly-Owned

Subsidiary thereof. The term “Asset Disposition” shall not include (a) the sale of inventory in the ordinary course of business (and, for the avoidance of doubt, secondary sales and scrap sales are in the ordinary course of

business), (b) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any transaction permitted pursuant to Section 7.4, (c) the write-off, discount,

sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction,

(d) the disposition of any Hedge Agreement, (e) dispositions of Investments in Cash Equivalents, (f) the transfer by any Credit Party of its assets to any other Credit Party, (g) the transfer by any

Non-Guarantor Subsidiary of its assets to any Credit Party (provided that such transfer is not prohibited by Section 7.7), (h) the transfer by any Non-Guarantor Subsidiary of assets to any other Non-Guarantor Subsidiary or any joint venture, (i) transfers in connection with any Permitted Reorganization and

(j) transfers in connection with the Klöckner Europe ABS Facility (provided that any such transfer is limited to the assets pledged as collateral thereunder).

“Assignment and Assumption” means an assignment and assumption entered

into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.9), and accepted by the Administrative Agent, in substantially the form attached as

Exhibit D or any other form approved by the Administrative Agent.

“Attributable

Indebtedness” means, on any date of determination, (a) in respect of any Capital Lease Obligations of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in

accordance with GAAP and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in

accordance with GAAP if such lease were accounted for as a Capital Lease.

“Available Amount” means, at any date, an

amount, not less than zero in the aggregate, determined on a cumulative basis, equal to, without duplication:

(a) the greater of

(x) $240,000,000 and (y) 40% of Consolidated EBITDA as of the most recent Test Period; plus

(b) 50% of cumulative

Consolidated Net Income since the first day of the first Fiscal Quarter of the Borrower in which the Effective Date occurs (which amount shall not be less than zero); plus

(c) the cumulative amount of cash proceeds of the sale of Equity Interests (other than Disqualified Equity Interests) of the Borrower or any

parent company of the Borrower after the Initial Funding Date, which proceeds have been received by, or contributed as common equity to the capital of, the Borrower; plus

(d) to the extent not already included in Consolidated Net Income, an amount equal to any after-tax

returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash or Cash Equivalents by the Borrower or any Subsidiary after the Initial Funding Date in

respect of any Investments made pursuant to Section 7.3(l); provided, in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 7.3(l);

plus

(e) the aggregate amount of any Retained Asset Sale Proceeds after the Initial Funding Date; plus

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

(g) any amount of Restricted Payments made pursuant to Section 7.6(e) after the Initial Funding Date and prior to

such time; minus

(h) any amount of Investments made pursuant to Section 7.3(l) after the Initial Funding

Date and prior to such time; minus

(i) any amount of payments of Indebtedness made pursuant to

Section 7.9(b)(iv) after the Initial Funding Date and prior to such time.

“Available Tenor” means, as of any date of determination and with respect

to any then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date

and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.1(e)(iv)(D).

“BaFin” means the German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht).

“Bail-In Action” means the exercise of any

Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country

implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 and any other law, regulation or rule applicable in the United Kingdom relating to the

resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product” means any one or more of the following financial products or accommodations extended to a Credit Party or

its Subsidiaries by a Bank Product Provider: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement,

accounts or services, (g) draft discount programs or (h) supply chain finance services including trade payable services and supplier accounts receivable purchases (and excluding, for the avoidance of doubt, any transactions under Hedge

Agreements).

“Bank Product Agreements” means those agreements entered into from time to time by a Credit Party or its

Subsidiaries with a Bank Product Provider in connection with obtaining any Bank Products.

“Bank Product Provider”

means, subject to the limitations set forth in the ABL Credit Agreement, any lender under the ABL Credit Agreement or any of its Affiliates.

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%

and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate,

the Federal Funds Rate or Term SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event

shall the Base Rate be less than 1.00%.

“Base Rate Loan” means any Loan bearing interest at a rate based on the Base

Rate.

“BCA” means that certain Business Combination Agreement dated as of January 15, 2026, by and among the

Borrower, BidCo and Klöckner.

“BDC Loan Facility” means that certain term loan facility in the maximum principal

amount of $57,500,000 established pursuant to that certain Letter of Offer dated as of March 24, 2025, by Tempel Canada Company and the Borrower in favor of the Business Development Bank of Canada, and the documents executed in connection

therewith.

“Becker Group” means Becker Stahl-Service GmbH, Becker Stainless GmbH,

Becker-Stainless Center GmbH, Becker Aluminium Service GmbH, Umformtechnik Stendal GmbH and Umformtechnik Stendal UTS s.r.o.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that, if a Benchmark Transition Event has

occurred with respect to the Term SOFR Reference Rate or the applicable then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark

rate pursuant to Section 3.1(e)(iv)(A).

“Benchmark Replacement” means, with respect to any

Benchmark Transition Event for the then-current Benchmark, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) Daily Simple SOFR, or

(b)

the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for

determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for United States dollar-denominated syndicated

credit facilities and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, the Benchmark Replacement shall be deemed to be the Floor for the

purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the

then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative

Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted

Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current

Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition

Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof)

permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which

such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory

supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be

determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor (if

applicable) of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark

Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all

then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark

Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a

public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark

(or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication,

there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with

jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of

such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof) permanently or

indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors

(if applicable) of such Benchmark (or such component thereof); or

supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of

such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of

doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each

then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark

Unavailability Period” means, with respect to the then-current Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark

Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.1(e)(iv) and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark

for all purposes hereunder and under any Loan Document in accordance with Section 3.1(e)(iv).

“Beneficial Ownership Certification” means a certification regarding

beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means

31 CFR § 1010.230.

“Benefit Plan” means (a) an “employee benefit plan” (as defined in

Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or

otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” as described in clause (a) above or “plan” as described in clause (b) above.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in

accordance with, 12 U.S.C. 1841(k)) of such party.

“BidCo” means Worthington Steel GmbH, a German limited

Stuttgart under HRB 801625 with its registered business address at c/o Sitem Group, Graf-Zeppelin-Straße 29, 72202 Nagold, Germany.

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

“BidCo Holdco” means Worthington Steel Holding GmbH, a German limited liability company (Gesellschaft mit

beschränkter Haftung, GmbH) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Frankfurt am Main under HRB 141756 with

its registered business address at Friedrich-Ebert-Anlage 56, 60325 Frankfurt am Main.

“BidCo and BidCo Holdco Share Pledge

Agreement” means a share pledge agreement granting a security interest in BidCo and BidCo Holdco’s Equity Interests, respectively, held by the Credit Parties to the Administrative Agent, for the benefit of the Secured Parties, in a

form reasonably satisfactory to the Administrative Agent.

“Borrower” means Worthington Steel, Inc., an Ohio

corporation.

“Borrower Materials” has the meaning assigned thereto in Section 6.2.

“Business Day” means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is

closed.

“Capital Expenditures” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for

any period, (a) the additions to property, plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and

(b) Capital Lease Obligations during such period, but excluding expenditures for the restoration, repair or replacement of any fixed or capital asset to the extent financed by casualty insurance or condemnation proceeds received in respect

thereof. Notwithstanding the foregoing, prior to the Control Date, Capital Expenditures shall be calculated excluding Klöckner and its Subsidiaries.

“Capital Lease” means, subject to Section 1.3(a), a lease of (or other arrangement conveying the

right to use) real or personal property, or a combination thereof, that is required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP; provided that, subject to

Section 1.3(a), the amount of obligations attributable to any Capital Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Capital Lease Obligations” of any Person means the obligations of such

Person to pay rent or other amounts under any Capital Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that, subject to Section 1.3(a),

the amount of obligations attributable to any Capital Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its

Subsidiaries free and clear of all Liens (other than Liens created under the Security Documents and other Liens permitted hereunder):

(a)

readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof;

provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) demand deposits or

time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i)(A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of

Columbia, or Canada or any province or territory thereof, or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any

province thereof, and is a member of the Federal Reserve System or is a “bank”, as defined in the Bank Act (Canada), as applicable, (ii) issues (or the parent of which issues) commercial paper rated as described in

clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 365 days from the date of acquisition thereof;

(c) commercial paper issued by any Person organized under the laws of any state of the United States of America and maturing no more than 365

days from the time of the acquisition thereof, and having, at the time of acquisition thereof, a rating of A-1 (or the then equivalent grade) or better from S&P, P-1

(or the then equivalent grade) or better from Moody’s or A (or the then equivalent grade) or better from Fitch;

(d) Investments,

classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the

highest rating obtainable from any of Moody’s, S&P or Fitch, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and

(e) obligations of any foreign government or obligations that possess a guaranty of the full faith

and credit of any foreign government;

(f) United States government-sponsored enterprises, federal agencies and federal financing banks

that are not otherwise authorized including (i) United States government-sponsored enterprises such as instrumentalities of the Federal Credit System (Bank for Cooperatives, Federal Land Banks), Federal Home Loan Banks and Federal National

Mortgage Association, and (ii) federal agencies such as instrumentalities of the Department of Housing and Urban Development (Federal Housing Administration, Government National Mortgage Association), Export-Import Bank, Farmers Home

Administration and Tennessee Valley Authority;

(g) obligations of states, counties and municipalities of the United States;

(h) investments in repurchase agreements collateralized by any of the above securities

eligible for outright purchase, provided the collateral is delivered to a bank custody account in accordance with the terms of a written repurchase agreement with a dealer or bank; and

(i) solely with respect to Foreign Subsidiaries, investments of the types and maturities described in clauses (a)

through (d) above issued, where relevant, by any commercial bank of recognized international standing chartered in the country where such Foreign Subsidiary is domiciled having unimpaired capital and surplus of at least $500,000,000.

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

“Change in Control” means an event or series of events by which (a) any person or group of persons (within the meaning

of Section 13(d) or 14(a) of the Exchange Act) (other than the spouses, siblings, descendants, spouses of any such siblings or descendants, trusts created exclusively for the benefit of such Persons, executors, administrators, guardians, or

conservators of the estate of John H. McConnell, John P. McConnell, their respective Affiliates and Associates (as defined in Rule 12b-2 under the Exchange Act), or a group which the foregoing are a principal

participant, or any profit sharing, employee stock ownership or other employee benefit plan of the Borrower or any of its Subsidiaries or any trustee or fiduciary with respect to any such plan when acting in such capacity) shall have acquired

beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 50.0% or more of the voting Equity Interests of the Borrower or (b) during any period of twelve

consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of

such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (b)(i) above constituting at the time of such election or nomination at least

a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clause (b)(i) and

(ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or

taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or

issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and

Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements or directives promulgated

by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to

be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Class” means, when

used in reference to any Loan, whether such Loan is an Initial Term Loan, an Incremental Loan, an Extended Loan (each Extended Loan extended to the same Maturity Date constituting a separate Class) or a Refinancing Loan and, when used in reference

to any Commitment, whether such Commitment is an Initial Term Loan Commitment, an Incremental Loan Commitment, a Commitment in respect of Extended Loans or a Commitment in respect of Refinancing Loans. Loans that are not fungible for United States

federal income tax purposes shall be construed to be in different Classes or tranches.

“Code” means the Internal

Revenue Code of 1986.

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

“Commitment” means, with respect to each Lender, (a) its Initial Term Loan Commitment and (b) if applicable,

(i) its Incremental Loan Commitment, (ii) any commitment to make Extended Loans and (iii) any commitment to make Refinancing Loans.

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

“Communication” means any Loan Document and any document, amendment, approval, consent, information, notice, certificate,

report, statement, disclosure, certification or authorization related to any Loan Document.

“Conforming Changes”

means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of

“Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition

of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback

periods, the applicability of Section 3.1(e)(iv) and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such

rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not

administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in

connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means

Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such

statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“Consolidated

EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP:

(a) Consolidated Net Income for such period, plus

(b) the sum of the following, without duplication, to the extent deducted (and not added back) in determining Consolidated Net Income for such

period (other than in respect of clause (b)(v) below):

(i) income and franchise taxes;

(ii) Consolidated Interest Expense;

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

(iv) Transaction Costs and fees, costs and expenses incurred in connection

with this Agreement and the documentation governing any other Indebtedness, and in each case any amendments, modifications, supplements, consents or waivers thereto;

(v) the amount of any restructuring charges or reserves or other business optimization expenses or reserves (including those

relating to severance, pension unwinding, relocation costs and one-time compensation charges, costs incurred in connection with any non-recurring strategic initiatives

or new initiatives, other business optimization expenses (including incentive costs and expenses relating to business optimization programs and signing, retention and completion bonuses), costs and expenses relating to any entry into new markets or

contracts, or new product developments or introductions or exiting a market, contract or product and any software or other intellectual property development costs and expenses, any costs and expenses associated with new systems design, any

implementation cost or expense, any lobbying costs or expenses, any project startup cost or expense, any transition cost or expense or cost or expense associated with improvements to IT or accounting functions); provided that the aggregate

amount included pursuant to this clause (b)(v), together with the aggregate amount of all adjustments included pursuant to clause (b) of the definition of “Pro Forma Basis”, shall not

exceed 25.0% of Consolidated EBITDA (prior to giving effect to this clause (b)(v) or clause (b) of the definition of “Pro Forma Basis”);

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

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

(i) interest income; and

(ii) non-cash gains or non-cash items

increasing Consolidated Net Income.

For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a Pro Forma Basis.

Notwithstanding the foregoing, prior to the Control Date, Consolidated EBITDA shall be calculated excluding Klöckner and its Subsidiaries.

“Consolidated First Lien Indebtedness” means, as of any date of determination, on a Consolidated basis without duplication,

the aggregate amount of Consolidated Funded Indebtedness of the Borrower and its Subsidiaries that, as of such date, is secured by a Lien on any assets or property of the Borrower or any of its Subsidiaries minus any such Consolidated Funded

Indebtedness (other than Indebtedness under the ABL Facility or any replacement or refinancing thereof or any other Indebtedness secured on a pari passu basis with the ABL Facility) secured by Liens that are expressly subordinated to the Lien

securing the Credit Facility. Notwithstanding the foregoing, prior to the Control Date, Consolidated First Lien Indebtedness shall be calculated excluding Klöckner and its Subsidiaries.

“Consolidated First Lien Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated First

Lien Indebtedness (minus Unrestricted Cash) on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to such date; provided that the “Consolidated First Lien Leverage Ratio” shall be

calculated excluding any Consolidated First Lien Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment,

redemption or satisfaction of such Consolidated First Lien Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

“Consolidated Funded Indebtedness” means, as of any date of determination

with respect to the Borrower and its Subsidiaries on a Consolidated basis without duplication, the sum of (a) the outstanding principal amount of all indebtedness for borrowed money (including the Obligations hereunder) and all obligations

evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness and (c) all direct non-contingent obligations arising in connection with

letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, in each case, that have been drawn and not reimbursed. Notwithstanding the foregoing, Consolidated Funded

Indebtedness shall be calculated excluding (i) prior to the Control Date, Klӧckner and its Subsidiaries (including the Klöckner Europe ABS Facility) and (ii) intercompany Indebtedness owed by the Borrower or any of its

Subsidiaries to the Borrower or any of its Subsidiaries.

“Consolidated Interest Expense” means, for any period,

determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, interest expense (including interest expense attributable to Capital Lease Obligations and all net payment obligations pursuant

to Hedge Agreements), premium payments, debt discount, fees, charges and related expenses with respect to any and all Indebtedness of the Borrower and its Subsidiaries for such period. Notwithstanding the foregoing, prior to the Control Date,

Consolidated Interest Expense shall be calculated excluding Klöckner and its Subsidiaries.

“Consolidated Net

Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided that, in calculating

Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded:

(a) the net income (or loss) of any

Person (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in

cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period;

(b) the net income (or loss) of any

Person accrued prior to the date it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged or amalgamated into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the

Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a);

net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (i) is not at the time permitted by

operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes payable on such dividends or

distributions, but in each case only to the extent of such prohibition or taxes;

(d) extraordinary, unusual or non-recurring gains or losses, charges, costs and expenses;

(e) (i) any write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness, (ii) any impairment

charges, write-offs or write-downs of any assets and (iii) any amortization of intangible assets;

(f) any unrealized or realized

gain or loss resulting from fluctuations in currency values, foreign currency translation or foreign currency transactions (including currency re-measurements of any Indebtedness) and any related tax effects;

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

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

(i) any cancellation of debt income and any other gain or loss attributable to the early extinguishment of Indebtedness or Hedge Agreements;

and

(j) the purchase accounting effects of adjustments to inventory, Property and equipment, software and other intangible assets and

deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and its Subsidiaries), as a result of any consummated acquisition whether consummated

before or after the Effective Date, or the amortization or write-off of any amounts thereof.

Notwithstanding the foregoing, prior to the Control Date, Consolidated Net Income shall be calculated excluding Klöckner and its

Subsidiaries.

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of

(a) Consolidated Funded Indebtedness (minus Unrestricted Cash) that is secured by a Lien on any assets of the Borrower or any of its Subsidiaries on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to

such date; provided that the “Consolidated Secured Leverage Ratio” shall be calculated excluding any Consolidated Funded Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably

deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or satisfaction of such Consolidated Funded Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted

Cash.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated

Funded Indebtedness (minus Unrestricted Cash) on such date to (b) Consolidated EBITDA for the Test Period ending on or immediately prior to such date; provided that the “Consolidated Total Leverage Ratio” shall be calculated

excluding any Consolidated Funded Indebtedness if, upon or prior to the maturity thereof, the Borrower or a Subsidiary thereof has irrevocably deposited with the proper Person in trust or escrow the necessary funds for the payment, redemption or

satisfaction of such Consolidated Funded Indebtedness and thereafter such funds so deposited are not included in the calculation of Unrestricted Cash.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or

policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Date” means the first date on which (a) the Merger Squeeze-Out is

effected or Klöckner is otherwise merged into BidCo, (b) the Conversion is effected or (c) the Domination Agreement becomes effective.

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

“Covered Entity” means any of the following:

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

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

with, 12 C.F.R. § 382.2(b).

“Credit Facility” means the term loan facilities established pursuant to

Article II (including any new facility established pursuant to Section 2.6 or 3.13).

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

“Daily Simple SOFR” means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal to the greater

of (a) SOFR for the day (such day, a “SOFR Determination Day”) that is five U.S. Government Securities Business Days prior to (i) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple

SOFR Rate Day or (ii) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the

SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination

Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first

preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily

Simple SOFR for no more than three consecutive Simple SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

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

“Debt Issuance” means the issuance or incurrence of any Indebtedness for borrowed money by any Credit Party or any of its

Subsidiaries (other than any Indebtedness of Klöckner or its Subsidiaries incurred prior to the Initial Funding Date (and any Permitted Refinancing thereof)).

“Debt Rating” means, as applicable, (a) the corporate family rating of the Borrower as determined by Moody’s

from time to time, (b) the corporate rating of the Borrower as determined by S&P from time to time, (c) the corporate rating of the Borrower as determined by Fitch from time to time and (d) the ratings of the Credit Facility as

determined by Moody’s, S&P and/or Fitch from time to time.

“Debtor Relief Laws” means the Bankruptcy Code of

the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or

other applicable jurisdictions from time to time in effect.

“Declined Proceeds” has the meaning assigned thereto in

Section 2.5(a)(iii).

“Default” means any of the events specified in

Section 8.1 which, with the passage of time, the giving of notice or both, would be an Event of Default.

“Default Right” has the meaning assigned thereto in, and shall be interpreted in accordance with, 12 C.F.R.

§§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to

Section 3.14(b), any Lender that (a) has failed to (i) fund all or any portion of the Loans required to be funded by it hereunder within two Business Days of the date such Loans were required to be funded

hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,

together with any applicable default, shall be specifically identified in such writing) has not been satisfied or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business

Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or

public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any

applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing

to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon

receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed

for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal

regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or

acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts

within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender

shall be deemed to be a Defaulting Lender (subject to Section 3.14(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

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

“Designated Non-Cash Consideration” means the fair market value (as determined by

the Borrower in good faith) of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Disposition pursuant to Section 7.5(g) that is designated as

Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation (which amount will be reduced by the amount of cash or Cash

Equivalents received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to cash or Cash Equivalents).

“Disqualified Equity Interests” means, with respect to any Person, any Equity Interests of such Person that, by their terms

(or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for

Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, fundamental change or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control,

fundamental change or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder

thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control, fundamental change or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, fundamental change or

asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of

dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute

Disqualified Equity Interests, in each case, prior to the date that is 91 days after the latest Maturity Date in effect at the time of issuance of such Equity Interests; provided that, if

such Equity Interests are issued pursuant to a plan for the benefit of the Borrower or its Subsidiaries or by any such plan to such officers or employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they

may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Disqualified Institution” means (a) those banks, financial institutions or other entities separately identified in

writing by the Borrower to the Administrative Agent on or prior to the Effective Date, (b) competitors of the Borrower or Klöckner that are identified from time to time in writing by the Borrower to the Administrative Agent and

(c) affiliates of the Persons identified pursuant to the foregoing clauses (a) and (b) (i) identified by the Borrower to the Administrative Agent in writing from time to time or (ii) reasonably

identifiable solely on the basis of its name (in each case, other than bona fide fixed income investors or debt funds); provided that (x) “Disqualified Institutions” shall exclude any Person designated by the Borrower

as no longer a “Disqualified Institution” by written notice to the Administrative Agent from time to time and (y) no such identification pursuant to clause (b) or (c) shall apply retroactively

to disqualify any Person that has previously provided a valid Commitment hereunder or acquired a valid assignment or participation of an interest in the Loans or Commitments hereunder.

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

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

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

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country

which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any

financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative

authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

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

“Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C.

7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with,

15 U.S.C. 7006.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under

Section 10.9(b)(iii), (b)(v) and (b)(vi) (subject to such consents, if any, as may be required under Section 10.9(b)(iii)).

“Employee Benefit Plan” means (a) any employee benefit plan within

the meaning of Section 3(3) of ERISA that is maintained for employees of any Credit Party or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding five years been maintained, funded or administered for the

employees of any Credit Party or, solely with respect to any such plan that is subject to Section 302 of ERISA or Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata or

sediment, and natural resources such as wetlands, flora and fauna.

“Environmental Claims” means any and all

administrative, regulatory or judicial actions, suits, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party

action or request of any kind) or proceedings relating in any way to any (a) actual or alleged noncompliance with or liability under any Environmental Law including any failure to obtain, maintain or comply with any permit issued, or any

approval given, under any such Environmental Law, (b) the generation, use handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any

Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Laws” means any Applicable Laws relating to the protection of the Environment or the protection of human

health and safety to the extent related to exposure of toxic or hazardous materials, substances or wastes including requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling,

reporting, licensing, permitting, investigation or remediation of toxic or hazardous materials, substances or wastes.

“Equal

Priority Intercreditor Agreement” means a pari passu intercreditor agreement between the 2033 Senior Secured Notes Collateral Agent, each other applicable Additional Debt Representative and the Administrative Agent, substantially in form

attached as Exhibit F.

“Equity Interests” means (a) in the case of

a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership,

partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests or (with respect to a German limited liability company) shares, (e) any other interest or participation that confers

on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing.

“Equity Issuance” means any sale or issuance by the Borrower of its Equity Interests (including equity-linked securities)

to any Person other than the Borrower or a Subsidiary of the Borrower (whether in a public offering or a private placement). The term “Equity Issuance” shall not include (a) any Asset Disposition, (b) any Debt Issuance,

(c) the sale or issuance of any Equity Interests pursuant to employee stock plans, employee compensation plans or retention arrangements, or contributed to pension funds or (d) the issuance or transfer of Equity Interests as consideration

in connection with any acquisition (including the Klöckner Acquisition), divestiture or joint venture arrangement permitted pursuant to, and in accordance with, Section 7.5.

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

“ERISA Affiliate” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single

employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“Erroneous Payment” has the meaning assigned thereto in

Section 9.10(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto

in Section 9.10(d).

“Erroneous Payment Return Deficiency” has the meaning assigned thereto

in Section 9.10(d).

“EU Bail-In Legislation

Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“European Credit Party” means any Credit Party that qualifies as a resident party domiciled or incorporated in any member

state of the European Union.

“Event of Default” means any of the events specified in

Section 8.1; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

“Excess Cash Flow” means, for the Borrower and its Subsidiaries on a Consolidated basis, in accordance with GAAP for any

Fiscal Year, an amount (if positive) equal to:

(a) the sum, without duplication, of (i) Consolidated Net Income for such Fiscal Year,

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in determining Consolidated Net Income for such Fiscal Year, (iii) decreases in Working Capital from the beginning to

the end of such Fiscal Year and (iv) prior to the Control Date, the sum of any repayments made by Klöckner by the Borrower pursuant to the Klöckner Intercompany Loan during such Fiscal Year, minus

(b) the sum, without duplication, of (i) the aggregate amount of cash actually paid by the Borrower and its Subsidiaries during such

Fiscal Year on account of (A) Capital Expenditures, Permitted Acquisitions and similar Investments in the nature of an acquisition (other than any amounts that were committed during a prior Fiscal Year to the extent such amounts reduced Excess

Cash Flow in such prior Fiscal Year pursuant to clause (ii) below), (B) prior to the Control Date, Investments by the Borrower in Klöckner pursuant to the Klöckner Intercompany Loan during such Fiscal Year,

(C) Consolidated Interest Expense, (D) income taxes and (E) Restricted Payments (other than Restricted Payments made pursuant to Sections 7.6(e) and (h)) made during such Fiscal Year (in each case

under this clause (i) other than to the extent any such Capital Expenditure, Permitted Acquisition, Investment, Consolidated Interest Expense, income tax or Restricted Payment is made or is expected to be made with the

proceeds of Indebtedness, any Equity Issuance, proceeds from any Insurance and Condemnation Event or other proceeds that would not be included in Consolidated Net Income), (ii) the aggregate amount of cash committed (the “Committed

Amount”) during such Fiscal Year to be used to make Capital Expenditures, Permitted Acquisitions or similar Investments in the nature of an acquisition, which in either case have been actually made or consummated or for which a binding

agreement that will require the expenditure of such cash within twelve months of the end of such Fiscal Year exists as of the time of determination of Excess Cash Flow for such Fiscal Year; provided that to the extent the aggregate amount of

cash actually utilized to make or consummate Capital Expenditures, Permitted Acquisitions or similar Investment in the nature of an acquisition within such twelve month period is less than the Committed Amount, the amount of such shortfall shall be

added to the calculation of Excess Cash Flow at the end of the subsequent Fiscal Year, (iii) the aggregate amount of all regularly scheduled principal payments or repayments (other than mandatory prepayments) of Loans or other Indebtedness for

borrowed money that is secured on a pari passu basis with the Loans and made by the Borrower and its Subsidiaries during such Fiscal Year in cash, but only to the extent that such payments or repayments do not occur in connection with a refinancing

of all or a portion of such Indebtedness (whether with the proceeds of other Indebtedness, Equity Issuances or otherwise), (iv) an amount equal to the amount of all non-cash credits to the extent included

in determining Consolidated Net Income for such Fiscal Year, (v) cash payments by the Borrower and its Subsidiaries during such Fiscal Year in respect of long-term liabilities of the Borrower and its Subsidiaries other than

Indebtedness to the extent such payments are not expensed during such Fiscal Year and are not deducted in calculating Consolidated Net Income and only to the extent that such payments are not

made with the proceeds of Indebtedness, Equity Issuances, proceeds from any Insurance and Condemnation Event or other proceeds that would not be included in Consolidated Net Income, (vi) increases to Working Capital from the beginning to the

end of such Fiscal Year and (vii) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, recapitalization, asset disposition, issuance or repayment of

debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction undertaken but not completed) and any charges or

non-recurring costs incurred during such period as a result of any such transaction.

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

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

“Excluded Subsidiary” means any Subsidiary (a) that is not a Wholly-Owned Subsidiary, (b) that is Worthington

Receivables Company, LLC, a Delaware limited liability company, (c) that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code (or a direct or indirect Subsidiary thereof), (d) that owns,

directly or indirectly, no material assets other than Equity Interests of one or more “controlled foreign corporations” within the meaning of Section 957(a) of the Code (and any Subsidiary thereof), (e) with respect to which,

in the reasonable good faith determination of the Borrower, in consultation with the Administrative Agent, a Guarantee by such a Subsidiary would result in materially adverse tax consequences to the Borrower or any of its Subsidiaries, (f) that

is not organized or formed under the laws of any state of the United States of America or the District of Columbia, (g) that is a not-for-profit Subsidiary or a

special purpose entity, (h) that is a Special Purpose Finance Subsidiary, (i) that is acquired and is prohibited by Applicable Law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such

contractual prohibition was not entered into in contemplation of such acquisition) from guaranteeing the Obligations, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to

provide a Guarantee of the Obligations and such consent, approval, license or authorization has not been received (it being agreed that the Credit Parties have no obligation to obtain such consent, approval, license or authorization) and

(j) with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to

be obtained by Lenders therefrom; provided that (1) in no event shall The Worthington Steel Company, LLC, BidCo Holdco or BidCo be an Excluded Subsidiary prior to the BidCo Guarantee Release Date and (2) notwithstanding anything to

the contrary in this definition, the provisions of Section 6.14(e) and the definition of “Klöckner Credit Parties” shall solely govern with respect to the Klöckner Credit Parties.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or

deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws

of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case

of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender

acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.12(b)) or (ii) such Lender changes its lending office, except in each case to the extent

that, pursuant to Section 3.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its

lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.11(g) and (d) any United States federal withholding Taxes imposed under FATCA.

“Extendable Bridge Loans/Interim Debt” means “bridge”

financings (including “bridge” loans), escrow or similar arrangements, which by their terms will be converted (subject to customary conditions to conversion for a debt instrument of a similar type) into loans or other Indebtedness that

have, or will be extended such that they have, a maturity date later than the latest Maturity Date of each Class of Loans then outstanding and a weighted average life to maturity that is longer than each Class of Loans then outstanding.

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

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

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

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

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

“Extensions of Credit” means, as to any Lender at any time, the aggregate principal amount of all Loans made by such Lender

then outstanding.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any

amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1)

of the Code.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal

funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on

the Business Day next succeeding such day; provided that, if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three

federal funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letters” means (a) with

respect to Section 4(a) thereof, that certain Amended and Restated Engagement Letter dated as of February 6, 2026, by and among the Borrower, the Administrative Agent, Citigroup Global Markets Inc., PNC Capital Markets LLC, KeyBank

National Association, KeyBanc Capital Markets Inc., BMO Capital Markets Corp., CIBC World Markets Corp. and HSBC Securities (USA) Inc. and (b) that certain Administrative Agent Fee Letter dated as of June 1, 2026, by and between the

Borrower and the Administrative Agent, as the same may be amended or amended and restated from time to time.

“First Tier Foreign

Subsidiary” means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code and the Equity Interests of which are owned directly by any U.S. Credit Party.

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

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

“Fixed Amounts” has the meaning assigned thereto in

Section 1.13(a).

“Fixed Incremental Basket” has the meaning assigned thereto in

Section 3.13(a)(i)(A).

“Floor” means a rate of interest equal to 0.00%.

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

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

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or

otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of

the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the

accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“German Assignment Agreement” means an assignment agreement granting a security interest in structural intra-group loans

constituting German Collateral granted by BidCo Holdco and BidCo to the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, in a form reasonably satisfactory to the

Administrative Agent.

“German Collateral” means, subject to the Agreed Security Principles, any collateral security

for the Obligations pledged or assigned pursuant to the German Security Documents.

“German Security Documents” means,

collectively, (a) the Account Pledge Agreement, (b) the German Assignment Agreement, (c) Klöckner Share Pledge Agreement, (d) the BidCo and BidCo Holdco Share Pledge Agreement and (e) subject to the Agreed Security

Principles, each other agreement or instrument governed by German law pursuant to which any Credit Party pledges, assigns, grants or perfects a security interest in any Property or assets securing the Obligations.

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all

registrations and filings with or issued by, any Governmental Authorities.

“Governmental Authority” means the

government of the United States, Germany or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the

guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of

the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the

payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other

financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other

obligation, (d) as an account party in respect of any letter of credit, bank guarantee or letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of

assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (whether in whole or in part).

“Guaranty and Security Agreement” means the guaranty and security agreement dated as of the Initial Funding Date, among the

Borrower, the Subsidiary Guarantors from time to time party thereto and the Administrative Agent, for the benefit of the Secured Parties, substantially in the form attached as Exhibit H.

“Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous

substances, pollutants, contaminants or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive or carcinogenic and are or become regulated by any Governmental Authority or

“Hedge

Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,

bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,

currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or

not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master

agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other similar master agreement.

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of

any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination

value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for

such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any

Affiliate of a Lender).

“Historical Financial Statements” means (a) the audited consolidated and combined balance

sheets of the Borrower and its Subsidiaries and the related consolidated and combined statements of earnings, comprehensive income, equity and cash flows as of and for the Fiscal Year ended May 31, 2025 and (b) the unaudited consolidated

balance sheets of the Borrower and its Subsidiaries and the related consolidated and combined statements of earnings, comprehensive income, equity and cash flows as of and for the fiscal quarters ended August 31, 2025, November 30, 2025

and February 28, 2026.

“IFRS” means the International Financial Reporting Standards and applicable accounting

requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to

either such Board, or the SEC, as the case may be), as in effect from time to time.

“Immaterial Subsidiary” means, as of any date of determination, any

Subsidiary designated as an Immaterial Subsidiary by the Borrower but only if and for so long as (a) the total assets of such Subsidiary, when taken together with the total assets of all other Subsidiaries so designated as Immaterial

Subsidiaries, in each case, measured as of the last day of the four-quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.1, equal or are less than 10.0% of the total

assets of the Borrower and its Subsidiaries on a Consolidated basis, (b) the total revenue of such Subsidiary, when taken together with the total revenue of all other Subsidiaries so designated as Immaterial Subsidiaries, in each case, measured

as of the last day of the four-quarter period most recently ended for which financial statements have been delivered pursuant to Section 6.1, equal or are less than 10.0% of total revenues of the Borrower and its

Subsidiaries on a Consolidated basis and (c) such Subsidiary does not own any Equity Interests in any Credit Party; provided that none of BidCo Holdco, BidCo or any Credit Party shall be considered an Immaterial Subsidiary.

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

“Incremental Amendment” means an amendment agreement in form and substance reasonably satisfactory to the Administrative

Agent, the Borrower and the applicable Incremental Lenders providing the Incremental Loan Commitments delivered in connection with Section 3.13.

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

“Incremental Delayed Draw Term Loan Commitment” has the meaning assigned thereto in

Section 3.13(a).

“Incremental Delayed Draw Term Loan Facility” has the meaning assigned

thereto in Section 3.13(a).

“Incremental Equivalent Debt” has the meaning assigned thereto

in Section 7.1(q).

“Incremental Facilities” means, collectively, any Incremental Term

Facility, any Incremental Delayed Draw Term Loan Facility and any Incremental Revolving Facility.

“Incremental

Lenders” means, collectively, any Incremental Term Lender and any Incremental Revolving Lender.

“Incremental Loan

Commitments” has the meaning assigned thereto in Section 3.13(a).

“Incremental

Loans” has the meaning assigned thereto in Section 3.13(a).

“Incremental Revolving

Commitment” has the meaning assigned thereto in Section 3.13(a).

“Incremental Revolving

Facility” has the meaning assigned thereto in Section 3.13(a).

“Incremental Revolving

Lender” has the meaning assigned thereto in Section 3.13(a).

“Incremental Revolving

Loans” has the meaning assigned thereto in Section 3.13(a).

“Incremental Term

Commitment” has the meaning assigned thereto in Section 3.13(a).

“Incremental Term

Facility” has the meaning assigned thereto in Section 3.13(a).

“Incremental Term

Lender” has the meaning assigned thereto in Section 3.13(a).

“Incremental Term Loans” has the meaning assigned thereto in

Section 3.13(a).

“Incurrence-Based Amounts” has the meaning assigned thereto in

Section 1.13(a).

“Indebtedness” means, with respect to any Person at any date and without

duplication, the sum of the following:

(a) all liabilities, obligations and

indebtedness for borrowed money including obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(b) all obligations to pay the deferred purchase price of property or services of any such Person (including all obligations under earn-out or similar agreements that appear in the liabilities section of the balance sheet of such Person), except trade payables or accrued expenses arising in the ordinary course of business not more than 90 days

past due, or that are currently being contested in good faith by appropriate procedures and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person;

(c) the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases

(regardless of whether accounted for as indebtedness under GAAP);

(d) all obligations of such Person under conditional sale or other

title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of

business);

(e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including

indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn,

including any reimbursement obligation, and banker’s acceptances issued for the account of any such Person;

(g) all obligations of

any such Person in respect of Disqualified Equity Interests;

(h) all net obligations of such Person under any Hedge Agreements; and

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

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint

venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The

amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or

on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

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

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

“Initial Credit Parties” means (a) the Credit Parties party to the

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

“Initial Funding Date” means the date, on or after the Effective Date, on which the conditions specified in

Section 4.2 are satisfied (or waived by the Lenders pursuant to Section 10.2) and the Initial Term Loans are initially funded.

“Initial Term Loan Commitment” means, as to each Lender, the amount set forth under the heading “Initial Term Loan

Commitment” on Schedule 1.1 opposite such Lender’s name, or set forth in the Assignment and Assumption pursuant to which such Lender assumed its Initial Term Loan Commitment, as such amount may be increased,

reduced or otherwise modified at any time or from time to time pursuant to the terms hereof.

“Initial Term Loan Commitment

Termination Date” means the first to occur of (a) 11:59 p.m., New York City time, on the date that is ten Business Days after March 12, 2027 (unless the Acquisition Closing Date has occurred on or prior thereto), (b) the

settlement of the Offer (including, if applicable, the consummation of the acquisition of Klöckner Equity Interests tendered pursuant to Section 39c of the WpÜG) with or without the borrowing of Loans under this Agreement,

(c) the date that the Offer is terminated or expires in accordance with its terms without the occurrence of the Acquisition Closing Date and (d) the receipt by the Administrative Agent of written notice from the Borrower of its election to

terminate the Initial Term Loan Commitments in full.

“Initial Term Loans” means, collectively, the term loans made, or

to be made, to the Borrower by the Lenders pursuant to Section 2.1.

“Inside Maturity Basket”

means, with respect to Indebtedness consisting of, at the Borrower’s option, any combination of Refinancing Loans, Ratio Debt, Incremental Loans and/or Incremental Equivalent Debt, an aggregate principal amount equal to, when taken together

with the aggregate outstanding principal amount of all other Indebtedness incurred in reliance on this definition on or prior to the date of incurrence of any such Indebtedness (and including any then outstanding Permitted Refinancing of

Indebtedness previously incurred in reliance on this Inside Maturity Basket to the extent that such Permitted Refinancing would, if incurred as Refinancing Loans, Ratio Debt, Incremental Loans and/or Incremental Equivalent Debt, utilize this Inside

Maturity Basket), the greater of (x) $300,000,000 and (y) 50.0% of Consolidated EBITDA for the most recent Test Period.

“Insurance and Condemnation Event” means (a) any theft, loss, physical destruction or damage, taking or similar event

with respect to any Property of any Credit Party or any of its Subsidiaries, (b) the condemnation of any such Property as a result of the exercise of “eminent domain” or other similar policies by any Governmental Authority (whether

by deed in lieu of condemnation or otherwise) and (c) any casualty with respect to any such Property giving rise to an insurance settlement.

“Intercreditor Agreements” means the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement (if any) and the

Equal Priority Intercreditor Agreement (if any).

“Interest Payment Date” means (a) as to any Base Rate Loan or

Daily Simple SOFR Loan, the last Business Day of each March, June, September and December and the Maturity Date and (b) as to any Term SOFR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than

three months’ duration, each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period; provided that each such three-month

interval payment day shall be the immediately succeeding Business Day if such day is not a Business Day, unless such day is not a Business Day but is a day of the relevant calendar month after which no further Business Day occurs in such calendar

month, in which case such day shall be the immediately preceding Business Day, and the Maturity Date.

“Interest Period” means, with respect to any Term SOFR Loan, the period

commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one, three or six months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of

Conversion/Continuation and subject to availability; provided that:

(a) the Interest Period shall commence on the date of advance

of or conversion to any Term SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next

succeeding Business Day; provided that, if any Interest Period with respect to a Term SOFR Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month,

such Interest Period shall expire on the immediately preceding Business Day;

that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at

the end of such Interest Period;

(d) no Interest Period for any Loan shall extend beyond the applicable Maturity Date;

(e) there shall be no more than six Interest Periods in effect at any time (unless otherwise agreed by the Administrative Agent in its sole

discretion); and

(f) no tenor that has been removed from this definition pursuant to Section 3.1(e)(iv)(D)

shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation.

“Investments”

has the meaning assigned thereto in Section 7.3.

“IRS” means the United States Internal

Revenue Service.

“Junior Indebtedness” means, collectively, (a) any Subordinated Indebtedness and (b) any

Indebtedness of the kind described in clause (a) of the definition thereof incurred by the Borrower or any of its Subsidiaries that is unsecured or secured by a Lien that is junior in priority to the Lien securing the

Obligations (other than the ABL Facility or any Permitted Refinancing thereof with the same lien priority vis-à-vis the Credit Facility as the ABL Facility), in

each case (x) with an outstanding aggregate principal amount in excess of $25,000,000 and (y) other than intercompany Indebtedness among or between the Borrower or any of its Subsidiaries.

“Klöckner” has the meaning assigned thereto in the Statement of Purpose to this Agreement.

“Klöckner Acquisition” has the meaning assigned thereto in the Statement of Purpose to this Agreement.

“Klöckner Acquisition Transactions” means, collectively, (a) the Klöckner Acquisition, (b) the entry

into, and funding of, the Klöckner Intercompany Loan and (c) in each case to the extent applicable, (i) any Squeeze-Out, (ii) the entry by BidCo into a Domination Agreement, (iii) the

Conversion and (iv) any delisting offer within the meaning of Section 39, para. 2 German Stock Exchange Act (Börsengesetz, BörsG) in conjunction with Sections 10, 14, para. 2 and 29 of the WpÜG.

“Klӧckner Credit Party” means each Wholly-Owned Material Subsidiary

that is a Domestic Subsidiary of Klӧckner so long as such Subsidiary is not (a) prohibited or restricted by any contractual obligation (including with respect to any existing Indebtedness owed or guaranteed by such Subsidiary) from

guaranteeing the Obligations and/or providing a Lien on or security interest in its assets and property and would not require third party consent, approval, license or authorization to provide a Guarantee of the Obligations and/or a Lien on or

security interest in its assets and property, (b) a not-for-profit Subsidiary or a special purpose entity, (c) a Special Purpose Finance Subsidiary, (d) a

Subsidiary acquired by Klӧckner or a subsidiary of Klӧckner that is prohibited by Applicable Law or by any contractual obligation existing at the time of the acquisition thereof (to the extent such contractual prohibition was not entered

into in contemplation of such acquisition) from guaranteeing the Obligations, or which would require governmental (including regulatory) or other third party consent, approval, license or authorization to provide a Guarantee of the Obligations and

such consent, approval, license or authorization has not been received (it being agreed that the Credit Parties have no obligation to obtain such consent, approval, license or authorization) or (e) a Subsidiary with respect to which, in the

reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences of becoming a Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by Lenders therefrom.

“Klöckner Europe ABS Facility” means the ABS facility documented by the Exit and Amendment and Restatement Agreement

dated May 8, 2026, by and among Klöckner Receivables Funding DAC, Klöckner, Kloeckner Metals German GmbH, Commerzbank Aktiengesellschaft and the other Persons party thereto.

“Klöckner Foreign Subsidiaries” means Klöckner and all Subsidiaries of Klöckner that are not Domestic

Subsidiaries.

“Klöckner German Syndicated Loan” means the syndicated loan documented by the Fifth Amendment and

Restatement Agreement dated May 8, 2026, by and among Klöckner, Commerzbank Aktiengesellschaft, as agent, and the other Persons party thereto from time to time.

“Klöckner Intercompany Loan” means the Shareholder RCF Agreement, dated as of May 8, 2026, between the Borrower,

as lender, and Klöckner, as borrower, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time in any manner not materially adverse to the Lenders (as determined by the Borrower in

good faith).

“Klöckner Share Pledge Agreement” means a share pledge agreement granting a security interest in

Klöckner’s Equity Interests acquired by BidCo to the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, in a form reasonably satisfactory to the

Administrative Agent.

“Klӧckner U.S. Guarantee Date” means the date that is 90 days following the Control Date

(or such later date as the Administrative Agent may agree to in its reasonable discretion).

“LCT Election” has the

meaning assigned thereto in Section 1.10.

“LCT Test Date” has the meaning assigned thereto

in Section 1.10.

“Lender” means each Person executing this Agreement as a Lender on the

Effective Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 3.13, other than any Person that ceases to be a party hereto

as a Lender pursuant to an Assignment and Assumption.

“Lending Office” means, with respect to any Lender, the office of such

Lender maintaining such Lender’s Extensions of Credit.

“Lien” means, with respect to any asset, any mortgage,

leasehold mortgage, lien, pledge, charge, security interest, extended retention of title agreement, hypothec, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own

subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“Limited Condition Transaction” means (a) any Permitted Acquisition or other Investment permitted hereunder by the

Borrower or one or more of its Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing or (b) any redemption, purchase, repurchase, defeasance, satisfaction and discharge or repayment of

Junior Indebtedness or the making of any Restricted Payment, in each case, by one or more of the Borrower and its Subsidiaries requiring irrevocable notice in advance of such redemption, purchase, repurchase, defeasance, satisfaction and discharge,

repayment or Restricted Payment.

“Loan Documents” means, collectively, this Agreement, the Security Documents, the Fee

Letters, the Intercreditor Agreements, and each other document, instrument, certificate and agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any

Secured Party in connection with this Agreement or otherwise referred to herein or contemplated hereby or specified as being a “Loan Document” by the Borrower and the Administrative Agent (including amendments to the foregoing).

“Loans” means the Initial Term Loans and, if applicable, any Incremental Loans, any Extended Loans and any Refinancing

Loans.

“Major Default” means, with respect to BidCo and the Borrower only, any Event of Default set forth in

Section 8.1(b) (but only after a five Business Day grace period for technical or administrative error has lapsed), (d) or (e) (but, in each case, only insofar as it relates to a failure to observe or perform a

Major Undertaking), (g), (h), (i), (j)(ii) or (j)(iii) (but, in the case of (j)(ii) and (j)(iii), only if such event individually or cumulatively materially and adversely affects the interests of the

Lenders under the Loan Documents and, with respect to any asserted invalidity or unenforceability of the Loan Documents, solely to the extent such invalidity or unenforceability is asserted by the Borrower or any Affiliate thereof).

“Major Representation” means, with respect to the Initial Credit

Parties only (and excluding any matter or circumstance that relates to (a) Klöckner or any of its Subsidiaries, (b) any Person that is not an Initial Credit Party and (c) any reference or application to any Subsidiary of the

Borrower that is not an Initial Credit Party), the representations and warranties set forth in Section 5.1, 5.3 or 5.4 (limited to Applicable Laws and organizational documents).

“Major Undertaking” means, with respect to an Initial Credit Party

only (and excluding (a) Klöckner or any of its Subsidiaries, (b) any procuring obligations on the part of any Initial Credit Party in respect of a Person that is not an Initial Credit Party and (c) any reference or application to

any Subsidiary of the Borrower that is not an Initial Credit Party), an undertaking described in Section 6.12(c) (with respect to reducing the Minimum Acceptance Condition below 57.5%), (d) or (e), 7.1,

7.2, 7.5 or 7.6.

“Material Adverse Effect” means, with respect to the Borrower and its

Subsidiaries, (a) a material adverse effect on the business, financial condition, Property or results of operations of such Persons, taken as a whole, (b) a material impairment of the ability of the Credit Parties (taken as a whole) to

perform their respective obligations under the Loan Documents to which they are a party or (c) a material adverse effect on the validity, priority or perfection of any Lien granted pursuant to the Security Documents which, individually or

collectively, affects a significant portion of the Collateral.

“Material Subsidiary” means any Subsidiary of the Borrower other than an

Immaterial Subsidiary.

“Maturity Date” means (a) with respect to the Initial Term Loans, the date that is seven

years after the Initial Funding Date, (b) with respect to any Incremental Loans, the final maturity date specified in the applicable Incremental Amendment, (c) with respect to any Extended Loans, the final maturity date specified in the

applicable Extension Amendment and (d) with respect to any Refinancing Loans, the final maturity date specified in the applicable Refinancing Amendment; provided that, in each case, if such day is not a Business Day, the Maturity Date

shall be the Business Day immediately succeeding such day.

“Merger

Squeeze-Out” has the meaning assigned thereto in Section 6.12(f).

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

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any

Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding five years.

“Net Cash Proceeds” means, as applicable:

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

Subsidiaries (for the avoidance of doubt, excluding Klöckner and its Subsidiaries prior to the Control Date) therefrom (including any cash, Cash Equivalents, deferred payment pursuant to, or by monetization of, a note receivable or otherwise,

as and when received) less the sum of:

(i) in the case of an Asset Disposition, all income taxes and other taxes

assessed by, or reasonably estimated to be payable to, a Governmental Authority by such Credit Party or Subsidiary as a result of such transaction (provided that, if such estimated taxes exceed the amount of actual taxes required to be paid

in cash in respect of such Asset Disposition, the amount of such excess shall constitute Net Cash Proceeds),

(ii) all

reasonable and customary out-of-pocket fees and expenses incurred in connection with such transaction or event,

(iii) the principal amount of, premium, if any, and interest on any Indebtedness (A) (other than any Indebtedness hereunder,

any Junior Indebtedness or any Indebtedness under the ABL Credit Agreement) secured by a Lien on the asset (or a portion thereof) disposed of, which Indebtedness is required to be repaid in connection with such transaction or event or (B) of

Klöckner and its Subsidiaries (including, without limitation, the Klöckner Europe ABS Facility and the Klöckner German Syndicated Loan) with respect to any Asset Disposition or Insurance and Condemnation Event with respect to the

assets of Klöckner or any of its Subsidiaries, which Indebtedness is required to be repaid in connection with such transaction or event, and

(iv) the principal amount of, premium, if any, and interest on any Indebtedness under the ABL Credit Agreement that is required

to be repaid in connection with such transaction or event in respect of any ABL Priority Collateral;

provided that no proceeds of any Asset Disposition or Insurance and Condemnation

Event shall constitute Net Cash Proceeds to the extent that the Borrower intends to reinvest such proceeds in assets used or useful in the business of the Borrower and/or any of its Subsidiaries within twelve months after receipt (or, if such

proceeds are committed to be reinvested in assets used or useful in the business of the Borrower and/or any of its Subsidiaries pursuant to a legally binding agreement within such twelve-month period, such proceeds are actually reinvested in assets

used or useful in the business of the Borrower and/or any of its Subsidiaries within six months after the expiration of such twelve-month period); provided further that any portion of such proceeds that are not actually reinvested

within such twelve or six-month period, as applicable, shall constitute Net Cash Proceeds as of the last day of such twelve or six-month period, as applicable, and

(b) with respect to any Debt Issuance, the gross cash proceeds received by any Credit Party or any of its Subsidiaries (for the avoidance of

doubt, excluding Klöckner and its Subsidiaries prior to the Control Date) therefrom less all reasonable and customary out-of-pocket legal, underwriting and

other fees and expenses incurred in connection therewith.

“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of

Section 10.2 and (ii) has been approved by the Required Lenders.

“Non-Extended Loans” has the meaning assigned thereto in

Section 2.6(a).

“Non-Guarantor Subsidiary” means any

Subsidiary of the Borrower that is not a Subsidiary Guarantor.

“Non-Refinanced

Loans” has the meaning assigned thereto in Section 2.7(a).

“Notice of Borrowing”

means a written notice of a requested borrowing substantially in the form attached as Exhibit J.

“Notice of Conversion/Continuation” means a written notice of a requested conversion or continuation of Loans substantially

in the form attached as Exhibit K.

“Notice of Prepayment” means a

written notice of a prepayment of Loans substantially in the form attached as Exhibit L.

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on

(including interest accruing after the filing of any bankruptcy or similar petition) the Loans and (b) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations,

obligations, covenants and duties owing by the Credit Parties to the Lenders, the Administrative Agent or any Indemnitee, in each case under any Loan Document, of every kind, nature and description, direct or indirect, absolute or contingent, due or

to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Credit Party of any proceeding under any Debtor Relief

Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Offer” means a voluntary public takeover offer (Übernahmeangebot) made by BidCo to the shareholders of

Klöckner (other than the Borrower or BidCo) pursuant to the WpÜG for the acquisition of up to 100% (but not less than 57.5% (when aggregated with any Equity Interests acquired by BidCo or any Person acting jointly with BidCo within the

meaning of Section 2 para. 5 of the WpÜG outside of the Offer)) of the Equity Interests of Klöckner.

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

published or to be published by BidCo pursuant to Section 14 para. 3 of the WpÜG.

“Officer’s

Certificate” has the meaning assigned thereto in Section 4.2(c)(ii).

“Officer’s

Compliance Certificate” means a certificate of a Responsible Officer of the Borrower substantially in the form attached as Exhibit M.

“OID” has the meaning assigned thereto in Section 3.13(b)(vii)(B).

“Operating Lease” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real,

personal or mixed) by such Person as lessee which is not a Capital Lease.

“Operational Change” means any operational

change, strategic or cost-saving initiative, business optimization initiative, purchasing improvement, restructuring or other initiative or action.

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

“Other Connection Taxes” means, with respect to any Recipient, 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 Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that

arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that

are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.12(b)).

“Participant” has the meaning assigned thereto in Section 10.9(d).

“Participant Register” has the meaning assigned thereto in Section 10.9(d).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into

law October 26, 2001)).

“Payment Recipient” has the meaning assigned thereto in

Section 9.10(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor

agency.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the

provisions of Title IV of ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any Credit Party or any ERISA Affiliate or (b) has at any time within the preceding five years been

maintained, funded or administered for the employees of any Credit Party or any ERISA Affiliates.

“Percentage of Excess Cash

Flow” has the meaning assigned thereto in Section 2.5(a)(i)(C).

“Permitted Acquisition” means any acquisition by the Borrower or any

Subsidiary in the form of (x) the acquisition of all or substantially all of the assets, business or a line of business, (y) at least a majority of the outstanding Equity Interests which have the ordinary voting power for the election of

directors of the board of directors (or equivalent governing body) (whether through purchase, merger, amalgamation or otherwise), of any other Person or (z) if the Borrower or any Subsidiary already owns a majority of a Person’s Equity

Interests referred to in clause (y), the remainder of such Equity Interests, in the case of each of clauses (x), (y) and (z), if such acquisition meets all of the following

requirements:

(a) subject to Section 1.10, no Event of Default shall have occurred and be continuing immediately

after giving effect to the acquisition and any Indebtedness incurred in connection therewith; and

(b) the Person or business to be

acquired shall be in a line of business permitted pursuant to Section 7.11.

Notwithstanding the foregoing, the

Klӧckner Acquisition (including intercompany Investments among the Borrower and any Subsidiary required to effect the Klӧckner Acquisition or the terms of the BCA and the Offer Document (in each case, as determined by the Borrower in

good faith)) shall constitute a Permitted Acquisition.

“Permitted Liens” means the Liens permitted pursuant to

Section 7.2.

“Permitted Prior Liens” means Liens permitted pursuant to

Section 7.2(b) through (n), (p) (to the extent set forth in the ABL Intercreditor Agreement), (r), (u) through (y) and (aa) through (cc).

“Permitted Protest” means the right of the Borrower or any of its Subsidiaries to protest (administratively, judicially, or

otherwise) any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment; provided that (a) a reserve with respect to

such obligation is established on the Borrower’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by the Borrower or its

Subsidiary, as applicable, in good faith, and (c) while any such protest is pending, there is no material risk of impairment of the enforceability, validity or priority of any of the Agent’s Liens.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal,

restructuring, replacement or extension of any Indebtedness (such modified, refinanced, refunded, renewed, restructured, replaced or extended Indebtedness, the “Refinanced Indebtedness”) of such Person; provided that

(a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness except by an amount equal to unpaid accrued interest and premium thereon

plus other amounts owing or unpaid related to such Refinanced Indebtedness, and fees and expenses incurred in connection with such modification, refinancing, refunding, renewal, restructuring, replacement or extension and by an amount equal

to any existing commitments unutilized thereunder, (b) the final maturity date and weighted average life thereof shall not be prior to or shorter than that applicable to the Refinanced Indebtedness, (c) [reserved], (d) if such

Refinanced Indebtedness is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms no less favorable to the

Lenders than those contained in the documentation governing the Refinanced Indebtedness or otherwise reasonably acceptable to the Administrative Agent, (e) if such Refinanced Indebtedness is unsecured, such modification, refinancing,

refunding, renewal, replacement or extension shall be unsecured, (f) if such Refinanced Indebtedness is secured, (i) such modification, refinancing, refunding, renewal, replacement or extension shall be secured by substantially the same or

less collateral as secured such Refinanced Indebtedness on terms no less favorable to the Administrative Agent or the Secured Parties and (ii) the Liens securing such modification, refinancing, refunding, renewal, replacement or extension shall

not have a priority more senior than the Liens securing such Refinanced Indebtedness and, if subordinated to any other Liens on such Property, shall be subordinated to the Liens

in favor of the Administrative Agent for the benefit of the Secured Parties on terms no less favorable to the Administrative Agent or the Secured Parties than those contained in the documentation

governing the Refinanced Indebtedness, (g)(i) there shall be no additional obligor in respect of such modification, refinancing, refunding, renewal, replacement or extension that was not an obligor in respect of the Refinanced Indebtedness

(unless (x) the primary obligor of such Refinanced Indebtedness is a Credit Party and such additional obligor is also a Credit Party or (y) the primary obligor of such Refinanced Indebtedness is not a Credit Party and such additional

obligor is also not a Credit Party) and (ii) if the Borrower is the primary obligor of the Refinanced Indebtedness, no Credit Party other than the Borrower shall be the primary obligor thereof and (h) such modification, refinancing,

refunding, renewal, replacement or extension is, relative to such Refinanced Indebtedness, not materially adverse to the rights or interests of the Administrative Agent or the Lenders (as determined by the Borrower in good faith).

“Permitted Reorganization” means any transaction or action taken in connection with and reasonably related to (a) the

integration of Klöckner and its Subsidiaries and/or (b) tax planning and tax reorganization, in each case, so long as, after giving effect thereto, neither the value of the guaranties under the Guaranty and Security Agreement nor the

security interest of the Administrative Agent in the Collateral, in each case taken as a whole, is materially impaired (as determined by the Borrower in good faith) and such transaction or action is otherwise not adverse to the Lenders in any

material respect.

“Person” means natural persons, corporations, limited liability companies, limited partnerships,

general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“Platform” has the meaning assigned thereto in Section 6.2.

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative

Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as

its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“Pro Forma Basis” means, for purposes of calculating Consolidated EBITDA for any period, that any Specified Transaction

(and all other Specified Transactions that have been consummated during the applicable period) and any Operational Change occurring in such period shall be deemed to have occurred as of the first day of the applicable period of measurement and:

(a) all income statement items (whether positive or negative) attributable to the Property or Person disposed of in a Specified Disposition

shall be excluded and all income statement items (whether positive or negative) attributable to the Property or Person acquired in a Permitted Acquisition or other permitted Investment shall be included (provided that such income statement

items to be included are reflected in financial statements or other financial data based upon reasonable assumptions and calculations which are expected to have a continuous impact); and

(b) other pro forma adjustments attributable to such Specified Transaction or Operational Change (including the amount of “run

rate” cost savings or other operating improvements and synergies) may be included to the extent that such costs, expenses or adjustments:

(i) are reasonably expected to be realized within 24 months of such Specified Transaction or Operational Change as set forth in

reasonable detail on a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent;

(ii) are calculated on a basis consistent with GAAP and are, in each case,

reasonably identifiable, factually supportable, and expected to have a continuing impact on the operations of the Borrower and its Subsidiaries; and

(iii) represent (together with the aggregate amount of restructuring charges and reserves and business optimization expenses

and reserves included pursuant to clause (b)(v) of the definition of “Consolidated EBITDA”) less than 25.0% of Consolidated EBITDA (determined without giving effect to this clause (b)

or clause (b)(v) of the definition of “Consolidated EBITDA”);

provided that (x) the foregoing costs,

expenses and adjustments shall be without duplication of any costs, expenses or adjustments that are already included in the calculation of Consolidated EBITDA or clause (a) above, (y) at the Borrower’s election,

any Specified Transaction having an aggregate value of less than $15,000,000 shall not be calculated on a Pro Forma Basis and (z) for the avoidance of doubt, “run rate” cost savings or other operating improvements and synergies

shall include, in connection with the Klöckner Acquisition Transactions, the elimination or reduction of costs related to duplicative public company expenses incurred by Klöckner, including financial reporting, compliance, directors’

or managers’ compensation, fees and expense reimbursement, any charge relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs,

legal and other professional fees and listing fees, and other similar costs.

“Property” means any right or interest in

or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests.

“Protected Person” means the Administrative Agent (and any sub-agent thereof), the

Arrangers, each Lender and each such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of each such Person and of each such Person’s Affiliates.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may

be amended from time to time.

“Public Lenders” has the meaning assigned thereto in

Section 6.2.

“QFC” has 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).

“Qualified Equity

Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Ratio Debt” has the

meaning assigned thereto in Section 7.1(i).

“Ratio Incremental Basket” has the meaning

assigned thereto in Section 3.13(a)(i)(B).

“Recipient” means (a) the Administrative

Agent and (b) any Lender, as applicable.

“Refinanced Indebtedness” has the meaning assigned thereto in the

definition of “Permitted Refinancing”.

“Refinancing Amendment” has the meaning assigned thereto in

Section 2.7(c).

“Refinancing Effective Date” has the meaning assigned thereto in

Section 2.7(a).

“Refinancing Lender” has the meaning assigned thereto in

Section 2.7(b).

“Refinancing Loans” has the meaning assigned thereto in

Section 2.7(a).

“Register” has the meaning assigned thereto in

Section 10.9(c).

“Related Parties” means, with respect to any Person, such Person’s

Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping,

leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment or from or through any facility, property or equipment.

“Relevant Governmental Body” means the Board of Governors or the Federal Reserve Bank of New York, or a committee

officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Percentage” means, with respect to any Lender at any time, the percentage of the total outstanding principal

balance of the Loans represented by the outstanding principal balance of such Lender’s Loans.

“Removal Effective

Date” has the meaning assigned thereto in Section 9.6(b).

“Repricing Transaction”

means (a) any prepayment or repayment of the Term Loans with the proceeds of, or any conversion of the Loans into, any new or replacement tranche of term loans or Indebtedness, the primary purpose (as determined by the Borrower in good faith)

of which is to result in the “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring,

syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans or other Indebtedness) of such term loans or Indebtedness being less than the “effective yield”

applicable to the Term Loans (as such comparative yields are determined by the Administrative Agent in consultation with the Borrower), but excluding any such new or replacement indebtedness incurred in connection with a Change in Control, and

(b) any amendment to the pricing terms of the Term Loans the primary purpose (as determined by the Borrower in good faith) of which is to reduce the “effective yield” (determined as provided in clause (a) above) applicable to

the Term Loans, except for a reduction in connection with a Change in Control.

“Required Lenders” means, at any time,

Lenders having Total Credit Exposures representing more than 50.0% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Resignation Effective Date” has the meaning assigned thereto in Section 9.6(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution

Authority.

“Responsible Officer” means, as to any Person, the chief executive officer, president, chief operating

officer, chief financial officer, vice president, controller, treasurer, assistant treasurer, secretary or assistant secretary of such Person (or any Person with authority to execute on behalf of such Person) or any other officer of such Person

authorized to execute the relevant document. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate,

partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Restricted Payment” has the meaning assigned thereto in

Section 7.6.

“Retained Asset Sale Proceeds” means that portion of Net Cash Proceeds of an

Asset Disposition or Insurance and Condemnation Event not required to be applied to prepay the Loans pursuant to Section 2.5(a), including as a result of the application of the de minimis threshold set forth in

Section 2.5(a)(i)(A), but excluding as a result of the reinvestment thereof as permitted pursuant to the definition of “Net Cash Proceeds”.

“S&P” means Standard & Poor’s Ratings Services and any successor thereto.

“Sanctioned Country” means a country, region or territory that is itself the subject or target of comprehensive Sanctions

(as of the date of this Agreement, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk

People’s Republic).

“Sanctioned Person” means (a) any Person listed in, or owned 50.0% or more (directly or

indirectly) by one or more Persons listed in, any Sanctions-related list of designated persons maintained by OFAC, including the list of “Specially Designated Nationals and Blocked Persons” available at

http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, and the list of “Sectoral Sanctions Identifications”, available at

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx, (b) any Person named on the Sanctions-related lists maintained by the United Nations Security Council available at

http://www.un.org/sc/committees/list_compend.shtml, or as otherwise published from time to time, (c) any Person named on the Sanctions-related lists maintained by the European Union available at https://data.europa.eu/apps/eusanctionstracker/,

or as otherwise published from time to time, (d) any Person named on the Sanctions-related lists maintained by the United Kingdom available at

https://search-uk-sanctions-list.service.gov.uk/, or as otherwise published from time to time, or (e)(i) any agency of the government of a Sanctioned Country,

(ii) any organization controlled by an agency of the government of a Sanctioned Country or (iii) any Person organized under the laws of, ordinarily resident in or physically located in a Sanctioned Country.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by

(a) the U.S. government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, the European Union, any European Union member state or the United Kingdom or (c) any other

relevant sanctions authority.

“SEC” means the United States Securities and Exchange Commission and any successor

thereto.

“Second Lien Intercreditor Agreement” means a customary junior lien intercreditor agreement in form and

substance reasonably satisfactory to the Administrative Agent.

“Secured Parties” means, collectively, the

Administrative Agent, the Lenders, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.5,

any other holder from time to time of any Obligations and, in each case, their respective successors and permitted assigns.

“Securities Act” means the Securities Act of 1933.

“Security Documents” means, collectively, the U.S. Security Documents, the German Security Documents and each other

agreement or writing pursuant to which any Credit Party pledges, grants or perfects a security interest in any Property or assets securing the Obligations.

“SOFR” means a rate equal to the secured overnight financing rate as

administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a

successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the

website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Loan” means a Daily Simple SOFR Loan or a Term SOFR Loan.

“Solvent” and “Solvency” mean, with respect to any Person (other than a Person incorporated or

established in Germany) on any date of determination, that on such date (a) the fair value of the property and assets of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the

present fair salable value of the property and assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not

intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to

engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature

in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to

become an actual or matured liability and, in relation to a Person incorporated or established in Germany, if such Person is neither unable to pay its debts as they fall due (Zahlungsunfähigkeit), nor is over indebted

(Überschuldung) nor has commenced negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or, for any of the reasons set out in Sections 17 and 19 of the German

Insolvency Code (Insolvenzordnung), any actions pursuant to Section 21 of the German Insolvency Code (Insolvenzordnung) are taken in respect of it.

“Special Purpose Finance Subsidiary” means a special purpose entity organized under the laws of any state of the United

States that is formed by the Borrower or any of its Subsidiaries solely for the purpose of incurring Indebtedness in connection with the Klöckner Acquisition Transactions or any other Permitted Acquisition, the proceeds of which will be placed

in escrow, pending the use of such proceeds, to effect transactions that at the time such proceeds are released from escrow are permitted hereunder (or that will result in a payment in full of the Obligations hereunder), which Subsidiary has no

material assets other than such escrowed proceeds, any additional cash or Cash Equivalents held for the payment of interest and/or premiums with respect to such Indebtedness and related bank accounts, conducts no other business, and incurs no other

Indebtedness.

“Specified Disposition” means any disposition of all or substantially all of the assets or Equity

Interests of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

“Specified

Representations” means the representations and warranties set forth in Sections 5.1(a) (solely as it relates to the Credit Parties), 5.3 (solely as it relates to the entering into, borrowing under,

guaranteeing under and performance of the Loan Documents and the granting of Liens in the Collateral), 5.4(b) (solely as it relates to the Credit Parties), 5.10, 5.11 (solely as it relates to the Credit Parties), 5.17,

5.20 (solely with respect to the use of proceeds of the Loans) and 5.26 (solely as it relates to the creation, validity and perfection of the security interests in the Collateral).

“Specified Transactions” means (a) any Specified Disposition,

(b) any Permitted Acquisition or other permitted Investment, (c) the Transactions, (d) any incurrence or repayment of Indebtedness (other than for working capital purposes or under a revolving facility) and (e) any other

transaction for which a calculation is required to be made on a Pro Forma Basis hereunder.

“Squeeze-Out” means (a) the Merger

Squeeze-Out or (b) a squeeze-out of minority shareholders in accordance with Section 327a et seq. of the German Stock Corporation Act (Aktiengesetz).

“Subordinated Indebtedness” means the collective reference to any Indebtedness of the kind described in

clause (a) of the definition thereof incurred by the Borrower or any of its Subsidiaries that is subordinated in right of payment to the Obligations.

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more

than 50.0% of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is

at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation, partnership,

limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to

those of the Borrower.

“Subsidiary Guarantors” means, collectively, (i) all direct and indirect Wholly-Owned

Material Subsidiaries that are Domestic Subsidiaries of the Borrower (other than Excluded Subsidiaries and other than Klöckner and its Subsidiaries, except to the extent of clause (iii) below), including each such

Domestic Subsidiary of the Borrower that is, or is required to be, a guarantor under the ABL Credit Agreement, (ii) subject to Section 9.9(a) and the Agreed Security Principles, BidCo Holdco and BidCo,

(iii) following the Klöckner U.S. Guarantee Date, the Klöckner Credit Parties and (iv) each other Subsidiary of the Borrower that becomes a party to the Guaranty and Security Agreement pursuant to

Section 6.14.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an

Operating Lease in accordance with GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties,

deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

“Term Loan Commitment” means, as to each Lender, its Initial Term Loan Commitment.

“Term Loans” means any Loans other than Incremental Revolving Loans.

“Term SOFR” means,

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest

Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR

Administrator; provided, however, that, if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and

a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator

on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding

U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such

day, the “Base Rate Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that, if as of

5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR

Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate

for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day;

provided that, if Term SOFR as so determined (including pursuant to the proviso under clause (a) or

(b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR

Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Loan” means any Loan bearing interest at a rate based on Term SOFR (other than pursuant to

clause (c) of the definition of “Base Rate”).

“Term SOFR Reference Rate” means

the forward-looking term rate based on SOFR.

“Termination Event” means the occurrence of any of the following which,

individually or in the aggregate, has resulted in a Material Adverse Effect: (a) a “Reportable Event” with respect to a Pension Plan described in Section 4043 of ERISA for which the

30-day notice requirement has not been waived by the PBGC or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in

which it 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, or (c) the termination of a Pension Plan,

the filing of a notice by the plan administrator of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041(c) of ERISA, if the plan assets are not sufficient to pay all plan

liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan under Section 4042 of ERISA by the PBGC, or (e) any other event or condition which would constitute

grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of ERISA, or

(g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or plan in endangered or critical status within the meaning of Sections 430, 431 or 432 of the Code or

Sections 303, 304 or 305 of ERISA or (h) the incurrence by the Borrower, any of its Subsidiaries or any ERISA Affiliate of any liability with respect to the partial or complete withdrawal of any Credit Party or any ERISA Affiliate from a

Multiemployer Plan if withdrawal liability is asserted by such plan, or (i) any event or condition which results in the insolvency of a Multiemployer Plan under Section 4245 of ERISA, or (j) any event or condition which results in the

termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA or (k) the imposition of any liability under Title IV of ERISA,

other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Credit Party or any ERISA Affiliate.

“Test Period” means, as of any date of determination, the period of four

consecutive fiscal quarters of the Borrower most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.1(a) or 6.1(b).

“Threshold Amount” means, at any time of determination, the greater of (x) $90,000,000 and (y) 15.0% of

Consolidated EBITDA for the most recent Test Period.

“Ticking Fee” has the meaning assigned thereto in

Section 3.3(a).

“Ticking Fee End Date” has the meaning assigned thereto in

Section 3.3(a).

“Ticking Fee Start Date” has the meaning assigned thereto in

Section 3.3(a).

“Total Credit Exposure” means, as to any Lender at any time, the unused

Commitments and outstanding Loans of such Lender at such time.

“Transaction Costs” means all transaction fees, charges

and other similar amounts related to the Transactions (including any such fees, charges and similar amounts incurred in connection with this Agreement) or any Specified Transaction, in each case, including any financing fees, merger and acquisition

fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith.

“Transactions” means, collectively, (a) the Extensions of Credit on the Initial Funding Date, (b) the

Klöckner Acquisition, (c) the entry into, and funding of, the Klöckner Intercompany Loan, (d) the issuance of the 2033 Senior Secured Notes, (e) any Squeeze-Out, (f) any entry by

BidCo into a Domination Agreement, (g) any Conversion and (h) the payment of the Transaction Costs incurred in connection with the foregoing.

“U.S. Collateral” means the collateral security for the Obligations pledged or granted pursuant to the U.S. Security

Documents; provided that in no event shall any Excluded Asset constitute U.S. Collateral.

“U.S. Credit Party”

means the Borrower or any U.S. Guarantor.

“U.S. Government Securities Business Day” means any day except for

(a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities; provided that, for purposes of the notice requirements in Section 3.2, such day is also a Business Day.

“U.S. Guarantors” means, collectively, (a) solely in respect of any Obligations of any other Credit Parties, the

Borrower, (b) all direct and indirect Wholly-Owned Material Subsidiaries that are Domestic Subsidiaries of the Borrower (other than (i) Excluded Subsidiaries and (ii) except as provided in clause (c), Subsidiaries of Klӧckner),

(c) from and after the Klӧckner U.S. Guarantee Date, each Klӧckner Credit Party and (d) each other Subsidiary which becomes a party to the Guaranty and Security Agreement pursuant to Section 6.14.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the

Code.

“U.S. Security Documents” means the collective reference to the Guaranty and Security Agreement and each other

agreement or writing governed by U.S. law pursuant to which any Credit Party pledges, grants or perfects a security interest in any Property or assets securing the Obligations.

“U.S. Tax Compliance Certificate” has the meaning assigned thereto in Section 3.11(g).

“UCC” means the Uniform Commercial Code as in effect in the State of New

York.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as

amended from 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” means the Bank of England or any other public administrative authority having responsibility for

the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement

excluding the Benchmark Replacement Adjustment.

“United States” means the United States of America.

“Unrestricted Cash” means, as of any date of determination, the aggregate amount of cash and Cash Equivalents of the

Borrower or any of its Subsidiaries (a) properly classified as “unrestricted cash” for purposes of GAAP as at such date or (b) restricted solely in favor of the Obligations and/or Indebtedness under the Klöckner German

Syndicated Loan, the ABL Facility, the 2033 Senior Secured Notes Documents and/or the Klöckner Europe ABS Facility. Notwithstanding the foregoing, prior to the Control Date, Unrestricted Cash shall be calculated excluding Klöckner and its

Subsidiaries.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or

indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one

or more of its Wholly-Owned Subsidiaries).

“Withholding Agent” means any Credit Party and the Administrative Agent.

“Working Capital” means, for the Borrower and its Subsidiaries on a Consolidated basis and calculated in accordance

with GAAP, as of any date of determination, the excess of (a) current assets (other than cash and Cash Equivalents and taxes and deferred taxes) over (b) current liabilities, excluding, without duplication, (i) the current portion of

any long-term Indebtedness, (ii) loans outstanding under the ABL Facility, (iii) the current portion of current taxes and deferred income taxes and (iv) the current portion of accrued Consolidated Interest Expense.

“WpÜG” means the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).

“Write-Down and Conversion Powers” means, (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.

Section 1.2 Other Definitions and Provisions. With reference to this Agreement

and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may

require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without

limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors

and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,

(g) 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, (h) the words “asset” and “property”

shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and

all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form and (j) in the computation of periods of time from a specified date to a

later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and

including”.

Section 1.3 Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data

(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent

with that used in preparing the audited financial statements required by Section 6.1(a), except as otherwise specifically prescribed herein; provided that all leases of a Person that were (or if entered into

after such date, would have been), treated as Operating Leases prior to January 1, 2019 shall continue to be (or, as applicable, shall be) accounted for as Operating Leases regardless of any change in or application of GAAP following such date

pursuant to ASC 842 or otherwise that would require such leases to be treated as Capital Leases. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained

herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial

liabilities shall be disregarded.

(b) If at any time any change in GAAP would materially affect the computation of any financial ratio or

requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the

original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such

change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between

calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

contrary herein, it is understood and agreed that all accounting terms and financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement with respect to Klöckner and its

Subsidiaries shall be prepared in accordance with IFRS, applied on a consistent basis, until the Borrower elects to transition such reporting to GAAP.

Section 1.4 UCC Terms. Terms defined in the UCC in effect on the Effective Date

and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

Section 1.5 Rounding. Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by

dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.6 References to Agreement and Laws.

Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all

subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and

(b) any definition or reference to any Applicable Law, including the Code, the Commodity Exchange Act, ERISA, the Exchange Act, the Anti-Money Laundering Laws, the Securities Act, the UCC, the Investment Company Act of 1940, the Interstate

Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing,

supplementing or interpreting such Applicable Law.

Section 1.7 Times of Day. Unless otherwise specified, all references

herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.8 Guarantees.

Unless otherwise specified, the amount of any Guarantee shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person is or may reasonably be expected to be

liable pursuant to the terms of the instrument embodying such Guarantee.

Section 1.9 Covenant Compliance Generally. For

purposes of determining compliance under Sections 7.1, 7.2, 7.3, 7.5 and 7.6, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in

calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 6.1(a) (or, prior to the first such delivery, in the Historical Financial

Statements). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.1, 7.2 and 7.3, with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no

breach of any basket contained in such Sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that for the avoidance of

doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.

Section 1.10 Limited Condition Transactions. Notwithstanding anything to the contrary in this Agreement, solely for the purpose of

(a) measuring the relevant financial ratios, (b) testing basket availability (including any baskets measured as a percentage of Consolidated EBITDA) with respect to the incurrence of any Indebtedness (including any Incremental Loans or

Incremental Loan Commitments) or Lien or the making of any Investment, Asset Disposition (including any sale leaseback), Restricted Payment, payment, prepayment, redemption or acquisition for value of any Junior Indebtedness or (c) determining

compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such

option in connection with a Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder may be

deemed to be, at the option of the Borrower, the date on which the definitive agreement, binding commitment (including with respect to any Indebtedness incurred in connection therewith) or notice

for such Limited Condition Transaction is entered into or delivered, or the date of consummation thereof (such selected date, the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the

other transactions to be entered into in connection therewith as if they had occurred at the beginning of the Test Period most recently ended prior to the LCT Test Date and remained outstanding, the Borrower could have taken such action on the

relevant LCT Test Date in compliance with such financial ratio, basket, representation or warranty or other provision, such financial ratio, basket, representation or warranty or other provision shall be deemed to have been complied with;

provided that no Event of Default under any of Sections 8.1(a), (b), (h) or (i) shall have occurred and be continuing on the date of consummation of such Limited Condition Transaction after

giving effect thereto. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCT Test Date and

prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated and (y) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such

Limited Condition Transaction, any such financial ratio or basket availability shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence

of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expires without

consummation of such Limited Condition Transaction.

Section 1.11 Divisions. For all purposes under the Loan Documents, in

connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or

liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the

first date of its existence by the holders of its Equity Interests at such time.

Section 1.12 Rates. The Administrative Agent

does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to Daily Simple SOFR, SOFR, the Term SOFR

Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any

Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to

Section 3.1(e)(iv), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark,

prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the

calculation of Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the

Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or

rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special,

punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information

source or service.

Section 1.13 Certain Calculations.

(a) For purposes of (i) determining compliance at any time with Sections 7.1, 7.2, 7.3,

7.6 and 7.9, in the event that any Indebtedness, Lien, Investment, Restricted Payment or payment of Junior Indebtedness, as applicable, meets the criteria of more than one of the categories of transactions within such covenant or items

permitted pursuant to any clause of such Sections 7.1, 7.2, 7.3, 7.6 and 7.9, the Borrower, in its sole discretion, from time to time, may classify or reclassify such transaction or item (or

portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category; provided that, notwithstanding the foregoing, (1) Liens of the nature described in

Section 7.2(a) may only be incurred and exist under such respective Sections, (2) Indebtedness of the nature described in Sections 7.1(a), (b) and (n) may only be incurred

and exist under such respective Sections and (3) Incremental Equivalent Debt may only be incurred under Section 7.1(q) and (ii) calculating any baskets, exceptions and thresholds in a given covenant that require

compliance with a financial ratio or test (including any Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Leverage Ratio) (any such amounts, “Incurrence-Based Amounts”), any amounts

incurred, or transactions entered into or consummated, in reliance on a basket, exception or threshold (including any related grower component) in such covenant that does not require compliance with a financial ratio or test (any such amounts,

“Fixed Amounts”) in a concurrent transaction with the amount incurred, or transaction entered into or consummated, under the applicable Incurrence-Based Amount shall not be given effect in calculating the applicable

Incurrence-Based Amount (but shall be calculated giving pro forma effect to all other applicable and related transactions (including the use of proceeds of all Indebtedness to be incurred and any repayments, repurchases and redemptions of

Indebtedness)). Further, any Indebtedness, Lien, Investment, Asset Disposition, Restricted Payment or payment of Junior Indebtedness (or, in each case, any portion thereof) incurred or otherwise effected in reliance on Fixed Amounts shall be

automatically and immediately reclassified at any time, unless the Borrower otherwise elects from time to time, as incurred under the applicable Incurrence-Based Amounts if the Borrower subsequently meets the applicable ratio for such

Incurrence-Based Amounts on a pro forma basis (or would have met such ratio or test at the time such Fixed Amount was utilized); provided that, notwithstanding the foregoing, (1) Liens of the nature described in

Section 7.2(a) may only be incurred and exist under such respective Sections, (2) Indebtedness of the nature described in Sections 7.1(a), (b) and (n) may only be incurred

and exist under such respective Sections and (3) Incremental Equivalent Debt may only be incurred under Section 7.1(q).

(b) Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the

incurrence of any Indebtedness, there shall be no subtraction of the cash proceeds received or proposed to be received in connection with the incurrence of such Indebtedness.

(c) If any Lien, Indebtedness, Asset Disposition, Investment, Restricted Payment or other transaction, action, judgment or amount is incurred,

issued, taken or consummated in reliance on a basket measured by reference to a percentage of Consolidated EBITDA, and such Lien, Indebtedness, Asset Disposition, Investment, Restricted Payment or other transaction, action, judgment or amount

(including, in the case of Indebtedness, in connection with any refinancing thereof) subsequently exceeds the applicable percentage of Consolidated EBITDA set forth in such basket if calculated based on the Consolidated EBITDA on a later date

(including the date of any such refinancing), such Lien, Indebtedness, Asset Disposition, Investment, Restricted Payment or other transaction, action, judgment or amount may remain outstanding pursuant to such basket despite the decline in

Consolidated EBITDA that caused such amount to be exceeded and the amount thereof outstanding shall be taken into account in determining future utilization of such basket (so long as, in the case of the refinancing of any Indebtedness (and any

related Lien), the criteria set forth in clause (a) of the proviso to the definition of “Permitted Refinancing” are satisfied).

(d) If any Asset Disposition has been made to a

Non-Guarantor Subsidiary in reliance on Section 7.5(h) and such Non-Guarantor Subsidiary subsequently becomes a Credit Party, then such Asset

Disposition shall automatically no longer constitute an Asset Disposition for purposes of calculating the aggregate amount of Asset Dispositions made pursuant to Section 7.5(h), whereupon the amount of the transaction

previously constituting such Asset Disposition shall no longer reduce capacity under such basket.

Section 1.14 Cashless

Transactions. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that (x) any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing

Loans with Incremental Loans, Extended Loans, Refinancing Loans or loans incurred under a new credit facility or (y) any of Indebtedness of the Borrower or a Subsidiary is refinanced, renewed or replaced with Incremental Term Loans or loans

incurred under a new credit facility, in each case above, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender of any Loans or such creditor of other Indebtedness,

such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that any payment be made “in Dollars”, “in immediately available funds”, “in

cash” or any other similar requirement.

ARTICLE II.

TERM LOAN FACILITY

Section 2.1 Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the

representations and warranties set forth in this Agreement and the other Loan Documents, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan in Dollars to the Borrower on the Initial Funding Date in a

principal amount equal to such Lender’s Initial Term Loan Commitment as of the Initial Funding Date. The aggregate principal amount of the Initial Term Loans made on the Initial Funding Date shall not exceed the aggregate Initial Term Loan

Commitments of all Lenders. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed.

Section 2.2

Procedure for Advance of Loans.

(a) Initial Term Loan. The Borrower shall give the Administrative Agent an irrevocable

Notice of Borrowing prior to 11:00 a.m. on the Initial Funding Date requesting that the Lenders make the Initial Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, (i) subject to

Section 2.2(d), no later than five U.S. Government Securities Business Days prior to the Initial Funding Date that the Lenders make the Initial Term Loan as a Daily Simple SOFR Loan or (ii) no later than one U.S.

Government Securities Business Day prior to the Initial Funding Date that the Lenders make the Initial Term Loan as a Term SOFR Loan). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each

Lender thereof. Not later than 1:00 p.m. on the Initial Funding Date, each Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount

of such Initial Term Loan to be made by such Lender on the Initial Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan made on the Initial Funding Date in immediately

available funds by wire transfer to such Person or Persons as may be designated by the Borrower in the Notice of Borrowing.

(b)

Incremental Loans. Any Incremental Loans shall be borrowed pursuant to, and in accordance with, Section 3.13.

accordance with, Section 2.7.

(d) Daily Simple SOFR Loans. Notwithstanding anything herein to the

contrary, in no event shall the Borrower be permitted to request prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to Term SOFR, a Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that

Daily Simple SOFR shall only be available as provided in Section 3.1(e)(iv)).

Section 2.3 Repayment of

Loans.

(a) Initial Term Loans. The Borrower shall repay the aggregate outstanding principal amount of the Initial Term Loans

in consecutive equal quarterly installments on the last Business Day of each March, June, September and December commencing on the last Business Day of the first full Fiscal Quarter ending after the Initial Funding Date in an aggregate annual amount

equal to 1.0% of the original principal amount of the Initial Term Loans, except as the amounts of individual installments may be adjusted pursuant to Sections 2.4, 2.5, 2.6 and/or 3.13.

(b) Incremental Loans. The Borrower shall repay the aggregate outstanding principal amount of each Incremental Loan (if any) as

determined pursuant to, and in accordance with, Section 3.13 and the applicable Incremental Amendment.

(c)

Extended Loans. The Borrower shall repay the aggregate outstanding principal amount of each Extended Loan (if any) as determined pursuant to, and in accordance with, Section 2.5 and the applicable Extension

Amendment.

(d) Refinancing Loans. The Borrower shall repay the aggregate outstanding principal amount of each Refinancing Loan (if

any) as determined pursuant to, and in accordance with, Section 2.6 and the applicable Refinancing Amendment.

(e) Repayment at Maturity. If not sooner paid, the Loans of each Class, together with accrued interest thereon, shall be paid in full

on the Maturity Date in respect thereof.

Section 2.4 Optional Prepayment of Loans and Termination or Reduction of

Commitments.

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time, without premium or

penalty (other than any premium payable pursuant to Section 2.4(c)), to prepay the Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the

same Business Day as each Base Rate Loan, (ii) at least five U.S. Government Securities Business Days before each Daily Simple SOFR Loan and (iii) at least three U.S. Government Securities Business Days before each Term SOFR Loan,

specifying the date and amount of prepayment, whether the prepayment is of Daily Simple SOFR Loans, Term SOFR Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each, and to which Class (or

Classes) of Loans the prepayment should be applied and if such prepayment is to be applied to more than one Class of Loans, the amount allocable to each. Each optional prepayment of the Loans under this Section 2.4 (in

amounts less than all of the outstanding Loans of a given Class) shall (A) be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or such lesser amount as agreed by the Administrative

Agent in its sole discretion), (B) within each Class of Term Loans, be allocated on a pro rata basis among the applicable Lenders and (C) be applied to reduce the remaining scheduled principal installments of the

applicable Classes of Term Loans selected by the Borrower as directed by the Borrower (or if not so directed, in direct order of maturity). Each repayment of Term SOFR Loans shall be accompanied by any amount required to be paid pursuant to

Section 3.9. A

Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day or U.S. Government Securities Business Day, as applicable. The Administrative Agent shall promptly

notify the applicable Lenders of each Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment may be, if expressly so stated to be, contingent upon the consummation of a refinancing or incurrence of other Indebtedness or one or

more other events specified therein and may be revoked by the Borrower in the event such refinancing, incurrence or other event is not consummated or does not occur; provided that the delay or failure of such contingency shall not relieve the

Borrower from its obligations in respect thereof under Section 3.9.

(b) Optional Termination or Reduction of

the Commitments. The Borrower shall have the right at any time, upon prior written notice to the Administrative Agent, to terminate in whole or reduce in part the Initial Term Loan Commitments of the Lenders, without premium or penalty;

provided that each partial reduction shall be in an aggregate principal amount that is an aggregate amount that is a multiple of $1,000,000 and at least $5,000,000. Commitment reductions shall be applied ratably to the Initial Term Loan

Commitments of each Lender.

Initial Funding Date, the Borrower (i) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction (including any required

assignment by a non-consenting Lender in connection with such amendment pursuant to Section 3.12), the Borrower shall pay to the Administrative Agent, for the ratable account of each

applicable Lender, a fee in an amount equal to, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of

clause (ii), a payment equal to 1.0% of the aggregate amount of the applicable Initial Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable within three Business Days of the date of

the effectiveness of such Repricing Transaction.

Section 2.5 Mandatory Prepayments and Reductions of Commitments.

(a) Mandatory Prepayments.

(i) The Borrower shall prepay the Term Loans in the manner set forth in Section 2.5(a)(ii), in each

case in an amount equal to:

(A) Asset Dispositions and Insurance and Condemnation Events. 100% of the aggregate Net

Cash Proceeds from any Asset Disposition permitted pursuant to Section 7.5(d), (g) or (i) or any Insurance and Condemnation Event (other than, until the applicable ABL Facility or any Permitted

Refinancing thereof that is bound by the ABL Intercreditor Agreement and constitutes ABL Obligations (as defined in the ABL Intercreditor Agreement) thereunder is no longer in effect, any disposition of ABL Priority Collateral), solely to the extent

that the aggregate Net Cash Proceeds from any Asset Disposition, Insurance and Condemnation Event or a series or related Asset Dispositions or Insurance and Condemnation Events exceeds the greater of (x) $75,000,000 and (y) 12.5% of

Consolidated EBITDA for the most recent Test Period (and only the amount of such excess shall be required to be so prepaid); provided that the amount of such Net Cash Proceeds may be applied along with such prepayment of Term Loans to repay,

redeem or repurchase any Indebtedness that is secured on a pari passu basis with the Term Loans that is required to be repaid, redeemed or repurchased pursuant to the documentation governing such other Indebtedness on a pro rata (or less than pro

rata) basis with the Term Loans based on the outstanding principal amount thereof;

(B) Debt Issuances. 100% of the aggregate Net Cash Proceeds received

from any Debt Issuance not otherwise permitted pursuant to Section 7.1 (other than Section 7.1(p)); and

May 31, 2027), solely to the extent that the amount of such mandatory prepayment exceeds in such Fiscal Year the greater of (x) $75,000,000 and (y) 12.5% of Consolidated EBITDA for the most recent Test Period (and only the amount of

such excess shall be required to be so prepaid), (A) the percentage of Excess Cash Flow, if any, for such Fiscal Year set forth in the table below (the “Percentage of Excess Cash Flow”) based on the Consolidated Total

Leverage Ratio at the end of such Fiscal Year minus (B) the aggregate amount of all optional prepayments of any Loan and any other Indebtedness for borrowed money secured on a pari passu basis with the Liens securing the

Obligations hereunder during such Fiscal Year, solely to the extent that such optional prepayments are not funded with the incurrence of any Indebtedness, any Equity Issuance, any proceeds from any Insurance and Condemnation Event or any other

proceeds that would not be included in Consolidated Net Income; provided that the amount of such Excess Cash Flow may be applied along with such prepayment of Term Loans to repay, redeem or repurchase any Indebtedness that is secured on a

pari passu basis with the Term Loans that is required to be repaid, redeemed or repurchased pursuant to the documentation governing such other Indebtedness on a pro rata (or less than pro rata) basis with the Term Loans based on the outstanding

principal amount thereof.

Consolidated Total Leverage Ratio

Percentage of Excess Cash Flow

Greater than 2.80 to 1.00

Greater than 2.80 to 1.00 but less than or equal to 2.30 to 1.00

Less than or equal to 2.30 to 1.00

(ii) Notice; Manner of Reduction/Payment. Upon the occurrence of any event triggering a

prepayment of Term Loans as set forth in Section 2.5(a)(i), the Borrower shall promptly deliver notice to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the

applicable Lenders. Subject to Section 2.5(a)(iii) and each applicable Intercreditor Agreement, any prepayment of Term Loans required under Section 2.5(a)(i) shall be made within five Business Days

of the receipt of the applicable Net Cash Proceeds (or, in the case of Section 2.5(a)(i)(C), within five Business Days after the earlier to occur of (x) the delivery of the financial statements and related

Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for such Fiscal Year are required to be delivered pursuant to

Sections 6.1(a) and 6.2(a)). Each prepayment of Loans under this Section 2.5 shall (i) be allocated on a pro rata basis to all outstanding Classes of Term Loans (unless

the lenders under any Incremental Facility agree to share on a less than pro rata basis) and, within each Class of Term Loans, shall be allocated on a pro rata basis among the Lenders and (ii) be applied to

reduce the remaining scheduled principal installments of the Term Loans as directed by the Borrower (or if not so directed, in direct order of maturity). Each prepayment of Term SOFR Loans shall be accompanied by any amount required to be paid

pursuant to Section 3.9.

(iii) Declined Mandatory Prepayments. Notwithstanding the foregoing

provisions of this Section 2.5(a) or Section 10.2, (A) any Lender may waive, by written notice to Borrower and the Administrative Agent on or before the date on which such mandatory prepayment

would otherwise be required to be made hereunder, the right to receive its amount of such mandatory prepayment of the Loans and (B) such amounts may be retained by the Borrower unless required by the terms of any other Indebtedness to be

applied to the mandatory prepayment thereof (such amount so permitted to be retained by the Borrower, “Declined Proceeds”).

(iv) Klöckner Proceeds. Notwithstanding anything to the contrary in this Section 2.5(a),

no prepayment of Loans shall be required pursuant to this Section 2.5(a) with respect to Net Cash Proceeds that originated at Klöckner or any of its Subsidiaries prior to the Control Date.

(v) Consummation Conditions. If the Consummation Conditions are not satisfied within three Business Days following the

Initial Funding Date, then, within five Business Days following the Initial Funding Date, the Borrower shall prepay the Term Loans in full, together with accrued and unpaid interest and fees thereon.

(b) Reduction and Termination of the Commitments. Unless previously reduced or terminated, the Initial Term Loan Commitment of each

Lender shall expire, and automatically terminate, on the earlier of (i) immediately upon the making of Initial Term Loans by such Lender on the Initial Funding Date and (ii) the Initial Term Loan Commitment Termination Date.

(i) to the extent that any or all of the Net Cash Proceeds or Excess Cash Flow giving rise to a prepayment event of Term Loans

pursuant to Section 2.5(a)(i)(A) or (C) is prohibited, restricted or delayed by (A) applicable local law (including laws related to financial assistance, corporate benefit, thin capitalization, capital

maintenance, liquidity maintenance and similar legal principles, and in respect of restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the Board of Directors of the Borrower or any applicable Subsidiary) or

(B) other contractual restrictions as a result of minority ownership, in each case from being repatriated or transferred to the Borrower, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied

to prepay Term Loans at the times provided in this Section 2.5, but may be retained by the Borrower or the applicable Subsidiary; or

(ii) to the extent that the Borrower has reasonably determined in good faith that repatriation or transfer of any of or all the

Net Cash Proceeds or Excess Cash Flow giving rise to a prepayment event pursuant to Section 2.5(a)(i)(A) or (C) would reasonably be expected to have a material adverse tax consequence to the Borrower, any of its

Subsidiaries or any direct or indirect equityholder of the Borrower, the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.5,

but may be retained by the Borrower or the applicable Subsidiary without being repatriated or transferred.

Section 2.6 Extension

of Maturity Date.

(a) Requests for Extension. The Borrower may at any time and from time to time request that all or a

portion of any Class of Loans then outstanding selected by the Borrower (such Loans, the “Original Loans”) be converted to a separate Class of Loans to extend the maturity date thereof and to provide for other terms

permitted by this Section 2.6 (any portion thereof that has been so extended, the “Extended Loans” and the remainder not so extended, the “Non-Extended

Loans”). Prior to entering into any Extension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the

Administrative Agent (who shall provide a copy of such notice to each Lender who has Original Loans of the Class for which an extension is so proposed) in such form as approved from time to

time by the Borrower and the Administrative Agent (each, an “Extension Request”) setting forth the terms of the proposed Extended Loans, which terms shall be identical to those applicable to the Original Loans, except as otherwise

permitted by this Section 2.6; provided that (i) the maturity date of Extended Loans may be later than the Maturity Date of the Original Loans, (ii) Extended Loans may have different amortization payments

than the corresponding Original Loans; provided that the weighted average life to maturity of such Extended Loans shall be no shorter than the weighted average life to maturity of the Original Loans from which they were converted,

(iii) the initial yield (including, without limitation, margins, fees and premiums) of the Extended Loans may be higher or lower than the initial yield (including, without limitation, margins, fees and premiums) of the Original Loans from which

they were converted, (iv) the Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Term Loans in any mandatory

prepayment hereunder and (v) to the extent such terms of the Extended Loans are not consistent with the terms applicable to the Original Loans (except as provided above), they shall be no more restrictive (excluding pricing and optional

prepayment or redemption terms), when taken as a whole, than the equivalent terms and conditions in respect of the Original Loans (except for covenants and other provisions applicable only to periods after the latest Maturity Date then in effect)

(it being understood that to the extent any such more-restrictive term or provision is added for the benefit of any Extended Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is

also added for the benefit of the Original Loans).

(b) The Borrower shall provide the applicable Extension Request at least seven

Business Days prior to the date on which the applicable Lenders are requested to respond (or such later date as the Administrative Agent may agree). Any Lender (an “Extending Lender”) wishing to have all or a portion of its

Original Loans that are the subject of an Extension Request converted into Extended Loans shall notify the Administrative Agent (such notice to be in such form as approved from time to time by the Borrower and the Administrative Agent) (each, an

“Extension Election”) on or prior to the date specified in such Extension Request (which shall in any event be no less than three Business Days (or such shorter period as may be agreed to by the Administrative Agent in its sole

discretion) prior to the effectiveness of the applicable Extension Amendment) of the amount of its Original Loans that it has elected to convert into Extended Loans; provided that each Lender may elect or decline, in its sole discretion, to

convert its Original Loans into Extended Loans. In the event that the aggregate amount of the applicable Original Loans subject to Extension Elections exceeds the amount of the applicable Original Loans requested to be extended pursuant to the

Extension Request, the applicable Original Loans subject to such Extension Elections shall be converted to Extended Loans on a pro rata basis based on the amount of the applicable Original Loans included in each such Extension

Election.

conversion of Original Loans to Extended Loans each of the conditions required by the relevant Extension Amendment governing such Extended Loans shall be satisfied, Extended Loans may be established pursuant to a supplement (which shall set forth

the effective date of such extension) to this Agreement (which, except to the extent otherwise expressly contemplated by this Section 2.6(c), shall require the consent only of the Lenders who elect to make the Extended

Loans established thereby) in such form as approved from time to time by the Borrower and the Administrative Agent in the reasonable exercise of its discretion (each, an “Extension Amendment”) executed by the Credit Parties, the

Administrative Agent and the Extending Lenders. In connection with any Extension Amendment:

(i) the Borrower shall deliver

opinions of counsel reasonably acceptable to the Administrative Agent as to any matters reasonably requested by the Administrative Agent; and

(ii) the Credit Parties and the Administrative Agent shall enter into such

amendments to the Security Documents as may be requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Loans are provided with the benefit of the applicable Security Documents

on a pari passu basis with the other Obligations and shall deliver such other documents and certificates in connection therewith as may be reasonably requested by the Administrative Agent.

(d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents

with the applicable Credit Parties as may be necessary or advisable in order to effectuate the transactions contemplated by this Section 2.6. Each Extension Amendment shall be binding on the Lenders, the Credit Parties and

the other parties hereto. In addition to any other terms and changes required or permitted by this Section 2.6, each Extension Amendment establishing a Class of Extended Loans shall amend the scheduled amortization

payments provided under Section 2.3 with respect to the related Non-Extended Loans to reduce each scheduled installment for such Non-Extended

Loans to an aggregate amount equal to the product of (i) the original aggregate amount of such installment with respect to the corresponding Original Loans, multiplied by (ii) a fraction, (x) the numerator of which is the aggregate

principal amount of such related Non-Extended Loans and (y) the denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it

being understood that the amount of any installment payable with respect to any individual Non-Extended Loan shall not be reduced as a result thereof without the consent of the holder of such individual Non-Extended Loan). This Section 2.6(d) shall supersede any provisions in Section 10.2 to the contrary.

Section 2.7 Refinancing Facilities.

(a) Notwithstanding anything to the contrary in this Agreement, so long as no Event of Default has occurred and is continuing, the Borrower

may at any time and from time to time by written notice to the Administrative Agent elect to establish one or more additional Classes of term loans under this Agreement (“Refinancing Loans”), which Refinancing Loans will

refinance, pursuant to a voluntary prepayment in accordance with Section 2.4(a) and, if applicable, Section 2.4(c), all or any portion of any Class of Loans then outstanding under this

Agreement (any portion thereof that is not so refinanced, the “Non-Refinanced Loans”). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on

which the Borrower proposes that the Refinancing Loans shall be made, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as may be agreed to by

the Administrative Agent in its sole discretion); provided that:

(i) after giving effect to the borrowing of such

Refinancing Loans on the Refinancing Effective Date, each of the conditions required by the relevant Refinancing Amendment governing such Refinancing Loans shall be satisfied;

(ii) the Refinancing Loans may have different amortization payments than the other Loans; provided that, other than any

Refinancing Loans (x) in the form of Extendable Bridge Loans/Interim Debt or (y) with an aggregate principal amount (together with all other Indebtedness incurred in reliance on such basket) not in excess of the Inside Maturity Basket, the

final maturity date and weighted average life to maturity of such Refinancing Loans shall not be prior to or shorter than that applicable to the Loans being refinanced thereby;

(iii) all other terms applicable to such Refinancing Loans (other than provisions relating to original issue discount, upfront

fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Refinancing Loans) shall be no more restrictive (excluding pricing and optional prepayment or redemption terms), when taken as a whole, than the

terms applicable to the Loans being refinanced thereby (except to the extent such covenants and

other terms apply solely to any period after the latest stated final maturity of the Loans in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Loans

(it being understood that to the extent any such more-restrictive term or provision is added for the benefit of any Refinancing Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision

is also added for the benefit of the existing Loans));

(iv) the Borrower shall deliver opinions of counsel reasonably

acceptable to the Administrative Agent as to any matters reasonably requested by the Administrative Agent;

(v) the Credit

Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Loans are

provided with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations and shall deliver such other documents and certificates in connection therewith as may be reasonably requested by the Administrative

Agent;

(vi) the proceeds of Refinancing Loans shall be applied, substantially concurrently with the incurrence thereof, to

the refinancing of the outstanding Loans being so refinanced;

(vii) the principal amount of Refinancing Loans shall not

exceed the principal amount Loans being refinanced thereby except by an amount equal to unpaid accrued interest and premium thereon plus other amounts owing or unpaid related to such Loans being refinanced and fees and expenses incurred in

connection with such refinancing;

(viii) there shall be no obligor in respect of such Refinancing Loans that is not a

Credit Party; and

(ix) the Refinancing Loans may participate on a pro rata basis or a less than pro

rata basis (but not a greater than pro rata basis) than the Initial Term Loans in any mandatory prepayment hereunder.

(b) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee pursuant to

Section 10.9 to provide all or a portion of the Refinancing Loans (a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Loans may

elect or decline, in its sole discretion, to provide a Refinancing Loan. Any Refinancing Loans made on any Refinancing Effective Date shall be designated a Class of Refinancing Loans for all purposes of this Agreement; provided that any

Refinancing Loans may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Loans; provided further that Refinancing Loans that are not fungible for

United States federal income tax purposes with any previously established Class of Loans shall be construed to be in a different Class.

(c) The Refinancing Loans shall be established pursuant to an amendment to this Agreement among the Credit Parties, the Administrative Agent

and the Refinancing Lenders providing such Refinancing Loans (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in this Section 2.7 (but which shall not require the

consent of any other Lender).

(d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this

Agreement and the other Loan Documents with the applicable Credit Parties as may be necessary or advisable in order to effectuate the transactions contemplated by this Section 2.7. Each Refinancing Amendment shall be

binding on the Lenders, the Credit Parties and the other parties hereto. In addition to any other terms and changes required or permitted by this Section 2.7, each Refinancing

Amendment establishing a Class of Refinancing Loans shall amend the scheduled amortization payments provided under Section 2.3 with respect to the related Non-Refinanced Loans to reduce each scheduled installment for such Non-Refinanced Loans to an aggregate amount equal to the product of (i) the original aggregate amount

of such installment with respect to the corresponding Loans being refinanced thereby, multiplied by (ii) a fraction, (x) the numerator of which is the aggregate principal amount of such related

Non-Refinanced Loans and (y) the denominator of which is the aggregate principal amount of such Loans being refinanced thereby prior to the effectiveness of such Refinancing Amendment (it being understood

that the amount of any installment payable with respect to any individual Non-Refinanced Loan shall not be reduced as a result thereof without the consent of the holder of such individual Non-Refinanced Loan). This Section 2.7(d) shall supersede any provisions in Section 10.2 to the contrary.

ARTICLE III.

GENERAL LOAN

PROVISIONS

Section 3.1 Interest.

(a) Interest Rate Options. Subject to the provisions of this Section 3.1, at the election of the Borrower,

the Loans shall bear interest at (A) the Base Rate plus the Applicable Margin, (B) subject to Section 2.2(d), Daily Simple SOFR plus the Applicable Margin or (C) Term SOFR plus the

Applicable Margin (provided that (i) subject to Section 2.2(d), Daily Simple SOFR shall not be available until five U.S. Government Securities Business Days after the Initial Funding Date and (ii) Term SOFR

shall not be available until three U.S. Government Securities Business Days after the Initial Funding Date, in each case, unless either (x) this Agreement is effective as of the date of delivery of the applicable Notice of Borrowing or Notice

of Conversion/Continuation or (y) the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in

Section 3.9). The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given

pursuant to Section 3.2.

(b) Default Rate. If any principal of or interest on any Loan or any fee or

other amount payable hereunder is not paid when and as due (whether at maturity, by reason of acceleration or otherwise), (i) any such overdue amount of principal shall bear interest (A) in the case of Daily Simple SOFR Loans (to the

extent applicable pursuant to Section 2.2(d)), at a rate per annum of 2.0% in excess of the rate (including the Applicable Margin) then applicable to Daily Simple SOFR Loans until the applicable Interest Payment Date and

thereafter at a rate equal to 2.0% in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, (B) in the case of Term SOFR Loans, at a rate per annum of 2% in excess of the rate (including the Applicable Margin)

then applicable to Term SOFR Loans until the end of the applicable Interest Period and thereafter at a rate equal to 2.0% in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans or (C) in the case of Base Rate

Loans, at a rate per annum of 2.0% in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, from the date of such non-payment until such amount is paid in full, (ii) any

such other overdue amount shall bear interest at a rate per annum equal to 2.0% in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans from the date of such non-payment

until such amount is paid in full and (iii) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent.

(c) Interest Payment and Computation. Interest on each Loan shall be due and payable in arrears each Interest Payment Date applicable

thereto commencing with the first fiscal quarter ending after the Initial Funding Date; provided that (i) in the event of any repayment or prepayment of any Term SOFR Loan, accrued interest on the principal amount repaid or prepaid shall

be payable on the date of such repayment or prepayment and (ii) in the event of any conversion of any Term SOFR Loan prior to the end of the Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such

conversion. All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees

and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed. Interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any

petition seeking any relief in bankruptcy or under any Debtor Relief Law.

(d) Maximum Rate. In no contingency or event whatsoever

shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a

final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced

to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply

such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any

manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

(e) Special Provisions

Applicable to Benchmark Availability.

(i) Daily Simple SOFR or Term SOFR may be adjusted by the Administrative Agent

with respect to any Lender on a prospective basis to take into account any additional or increased costs, in each case, due to changes in Applicable Law occurring subsequent to (x) in the case of Daily Simple SOFR Loans, the making of the

applicable Daily Simple SOFR Loans and (y) in the case of Term SOFR Loans, the commencement of the then applicable Interest Period, or pursuant to any Change in Law or change in the reserve requirements imposed by the Board of Governors, which

additional or increased costs would increase the cost of funding or maintaining loans bearing interest at Daily Simple SOFR or Term SOFR, as applicable. In any such event, the affected Lender shall give the Borrower and the Administrative Agent

notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower may, by notice to such affected Lender

(A) require such Lender to furnish to the Borrower a statement setting forth in reasonable detail the basis for adjusting Daily Simple SOFR or Term SOFR, as applicable, and the method for determining the amount of such adjustment, or

(B) repay the Daily Simple SOFR Loans, Term SOFR Loans or Base Rate Loans determined with reference to Term SOFR, in each case, of such Lender with respect to which such adjustment is made (together with any amounts due under

Section 3.9).

(ii) Subject to the provisions set forth in

Section 3.1(e)(iii), in the event that any change in market conditions or any Change in Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency

charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority,

central bank or comparable agency, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender (or any of their respective Lending Offices) to fund or maintain SOFR Loans (or Base

Rate Loans determined with reference to Term SOFR) or to continue such funding or maintaining, or to determine or charge interest rates at Daily Simple SOFR, the Term SOFR Reference Rate, Term SOFR or SOFR, such Lender shall give notice of such

changed circumstances to the Administrative Agent and the Borrower and the Administrative Agent promptly shall transmit the notice to each other Lender and, notwithstanding anything herein to the contrary (A) if such unlawfulness or

impracticality relates to the Term SOFR Reference Rate or Term SOFR, then

(x)(1) any Term SOFR Loans of such Lender that are outstanding will be deemed to have been converted to Daily Simple SOFR Loans on the last day of the applicable Interest Period, if such

Lender may lawfully continue to maintain such Term SOFR Loans, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans, and thereafter interest upon the Term SOFR Loans of such Lender thereafter shall accrue

interest at the rate then applicable to Daily Simple SOFR Loans and (2) the Borrower shall not be entitled to elect for Loans to bear interest by reference to Term SOFR until such Lender determines that it would no longer be unlawful or

impractical to do so and (y)(1) any Base Rate Loans that are determined with reference the Term SOFR component thereof of such Lender that are outstanding shall accrue interest at the rate then applicable to Base Rate Loans without reference to

the Term SOFR component thereof and (2) Base Rate Loans shall not be determined with reference to the Term SOFR component thereof until such Lender determines that it would no longer be unlawful or impractical to do so and (B) if such

unlawfulness or impracticality relates to both the Term SOFR Reference Rate or Term SOFR and Daily Simple SOFR or SOFR, then (x) any SOFR Loans of such Lender that are outstanding will be deemed to have been converted to Base Rate Loans

(1) with respect to any Daily Simple SOFR Loans, immediately, and (2) with respect to any Term SOFR Loans, on the last day of the applicable Interest Period, if such Lender may lawfully continue to maintain such Term SOFR Loans, or

immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans, and thereafter, interest upon the SOFR Loans of such Lender shall accrue interest at the rate then applicable to Base Rate Loans (without reference to the Term

SOFR component thereof).

(iii) Conforming Changes. In connection with the use or administration of any Benchmark,

the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan 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 Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the

use or administration of any Benchmark.

(iv) Benchmark Replacement Setting.

(A) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark

Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the

definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder and under any Loan 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 Loan Document and (y) if a Benchmark Replacement is determined in accordance with

clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder

and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower without any amendment to, or

further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the

Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on the Interest Payment Date applicable thereto.

(B) Benchmark Replacement Conforming Changes. In connection with the

use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan 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 Loan Document.

the Lenders of (1) the implementation of any Benchmark Replacement and (2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative

Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.1(e)(iv)(D) and (y) the commencement of any Benchmark Unavailability Period. Any determination,

decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.1(e)(iv), 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 Loan Document, except, in each case, as expressly required pursuant to this Section 3.1(e)(iv).

(D) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan

Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (I) 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 the Administrative Agent in its reasonable discretion or (II) the regulatory supervisor for the administrator of such Benchmark has

provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative 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 (2) if a tenor that was removed pursuant to

clause (1) above either (I) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (II) 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 the Administrative 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 the

Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (1) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any affected

SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans and

(2) any outstanding affected SOFR Loans will be

deemed to have been converted to Base Rate Loans (I) with respect to Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable

Interest Period. 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 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 Base Rate.

(F) No Requirement of Matched Funding.

Anything to the contrary contained herein notwithstanding, neither the Administrative Agent, nor any Lender, nor any of their Participants, is required actually to match fund any Obligation as to which interest accrues at Term SOFR or the Term SOFR

Reference Rate.

Section 3.2 Notice and Manner of Conversion or Continuation of Loans. The Borrower shall have the option to

(a) convert at any time following (x) the sixth U.S. Government Securities Business Day after the Initial Funding Date with respect to a conversion to Daily Simple SOFR or (y) the third U.S. Government Securities Business Day after

the Initial Funding Date with respect to a conversion to Term SOFR, all or any portion of any outstanding Base Rate Loans in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, such lesser amount

as shall represent all of the Base Rate Loans then outstanding (or such lesser amount as agreed by the Administrative Agent in its sole discretion) into one or more SOFR Loans and (b) with respect to any (x) Daily Simple SOFR Loan, on an

Interest Payment Date or (y) Term SOFR Loan, upon the expiration of any Interest Period therefor, in each case, (i) convert all or any part of any outstanding SOFR Loans in a principal amount equal to $3,000,000 or a whole multiple of

$1,000,000 in excess thereof or, if less, such lesser amount as shall represent all of the Daily Simple SOFR Loans or Term SOFR Loans, as applicable, then outstanding (or such lesser amount as agreed by the Administrative Agent in its sole

discretion) into Base Rate Loans, (ii) continue any such Daily Simple SOFR Loans as Daily Simple SOFR Loans or (iii) continue any such Term SOFR Loans as Term SOFR Loans; provided that in no event shall the Borrower be permitted to

request or convert prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to Term SOFR, a Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that Daily Simple SOFR shall only be available as

provided in Section 3.1(e)(iv)); provided further that, if an Event of Default has occurred and is then continuing, at the written election of the Required Lenders prior to the date contemplated for such

conversion or continuation pursuant to the foregoing, the Borrower shall not be permitted to convert Loans into, continue Loans as, Term SOFR Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall

give the Administrative Agent irrevocable prior written notice in the form of a Notice of Conversion/Continuation (or other form or method of notice acceptable to Administrative Agent) not later than (x) in the case of a Loan continuing as or

converting to a Daily Simple SOFR Loan, 11:00 a.m. five U.S. Government Securities Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective, (y) in the case of a Loan continuing as or

converting to a Term SOFR Loan, 11:00 a.m. three U.S. Government Securities Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective and (z) in the case of a Loan converting to a Base Rate

Loan, on the Business Day of such conversion, in each case, specifying (A) the Loans to be converted or continued, and, in the case of any Term SOFR Loan to be converted or continued, the last day of the Interest Period therefor, (B) the

effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued and (D) in the case of any Term SOFR Loan, the Interest Period to be applicable to such

converted or continued Term SOFR Loan. If the Borrower fails to give a timely Notice of Conversion/Continuation (x) with respect to a Daily Simple SOFR Loan, prior to the last Interest Payment Date therefor, then such Daily Simple SOFR Loan

shall be automatically converted to a Base Rate Loan effective as of the last Interest Payment Date with respect thereto or (y) with respect to a Term SOFR Loan, prior to the end of the applicable Interest Period therefor, then such Term SOFR

Loan shall be continued as a Term SOFR Loan with an interest period of one month effective as of the last day of the Interest Period then in effect with respect thereto. If the Borrower requests a conversion to, or continuation of, Term SOFR Loans,

but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.

Section 3.3 Fees.

(a) Ticking Fees. The Borrower shall pay to the Administrative Agent, for the account of each Lender, on a pro rata basis

in accordance with their Term Loan Commitments, a ticking fee (the “Ticking Fee”), which shall accrue daily on the undrawn Term Loan Commitments from and after the date that is 61 days after the Allocation Date (such date, the

“Ticking Fee Start Date”) to but excluding the date on which all of the Term Loan Commitments expire or are terminated (such date, the “Ticking Fee End Date”), at a percentage per annum (calculated on the basis

of the actual number of days elapsed in a 360-day year) equal to (i) from the Ticking Fee Start Date until the earlier of (x) the date that is 120 days after the Allocation Date and (y) the

Ticking Fee End Date, 50% of the Applicable Margin for SOFR Loans and (ii) from the date that is 121 days after the Allocation Date until the Ticking Fee End Date, 100% of the Applicable Margin for SOFR Loans. The Ticking Fee shall be payable

quarterly in arrears (a) on the first day of each calendar quarter following the Ticking Fee Start Date and (b) on the Ticking Fee End Date (or, in each case, if such day is not a Business Day, the next Business Day).

(b) Other Fees. The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the

amounts and at the times specified in the Fee Letters.

Section 3.4 Manner of Payment. Each payment by the Borrower on account

of the principal of or interest on the Loans or of any fee, commission or other amounts payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative

Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received

after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 8.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any

payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at

its address for notices set forth herein its Relevant Percentage in respect of the relevant Class of Loans (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each

payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 3.9, 3.10,

3.11 or 10.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definitions of “Interest Period” and “Interest Payment Date”, if any payment under this Agreement

shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such

payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 3.14(a)(ii).

Section 3.5 Evidence of Indebtedness. The Extensions of Credit made by each Lender shall be evidenced by one or more accounts or

records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the

Extensions of Credit made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any

amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the

Administrative Agent shall control in the absence of manifest error. such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

Section 3.6 Sharing of Payments by Lenders. If any Lender shall, by exercising

any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount

of its Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 3.9, 3.10, 3.11 or 10.3) greater than its pro rata share thereof as provided herein,

then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such

other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing

to them; provided that:

(i) if any such participations are purchased and all or any portion of the payment giving

rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and

(ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to

and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a

participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply).

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation

pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such

participation.

Section 3.7 Administrative Agent’s Clawback.

(a) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender

(i) in the case of any Loans that are Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) in case of any other Loans, prior to the proposed date of any borrowing that such Lender will not make

available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in

reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the

Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of

payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an

overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the

amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the

Administrative Agent.

(b) Payments by the Borrower; Presumptions by Administrative Agent. Unless the

Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative

Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then

each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding

the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(c) Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make the

Loans are several and are not joint or joint and several. The failure of any Lender to make available its Relevant Percentage of any Loan requested by the Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make

its Relevant Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Relevant Percentage of such Loan available on the borrowing date.

Section 3.8 Changed Circumstances. Subject to Section 3.1(e)(iv), in connection with any request for a

SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) [reserved], (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable

and adequate means do not exist for ascertaining (x) Daily Simple SOFR pursuant to the definition thereof or (y) Term SOFR with respect to a proposed Term SOFR Loan on or prior to the first day of the applicable Interest Period or

(iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR or Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making

or maintaining any such Loans during, with respect to Term SOFR, such Interest Period and, in the case of clause (iii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in

each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans (unless such SOFR Loans are to be made during

the Certain Funds Period, in which case the Borrower will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the same amount), and any right of the Borrower to convert any Loan to or continue any Loan as a

SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a

borrowing of (unless such SOFR Loans are to be made during the Certain Funds Period, in which case the Borrower will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the same amount), conversion to or

continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, (1) the Borrower may repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR

Loan together with accrued interest thereon, (x) with respect to Daily Simple SOFR Loans, on the last Interest Payment Date with respect thereto or (y) with respect to Term SOFR Loans, on the last day of the then current Interest Period

applicable thereto or (2) if not repaid in accordance with the preceding clause (1), the Borrower will be deemed to have converted the then outstanding principal amount of each such SOFR Loan to a Base Rate Loan

(x) with respect to Daily Simple SOFR Loans, on the last Interest Payment Date with respect thereto or (y) with respect to Term SOFR Loans, on the last day of the Interest Period applicable thereto. Upon any such prepayment or conversion,

the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.9.

Section 3.9 Indemnity. The Borrower hereby indemnifies each of the Lenders

against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a Term SOFR Loan or from fees payable to terminate the deposits from which such funds were obtained) which

may arise from or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due

of any amount due hereunder in connection with a Term SOFR Loan, (b) due to any failure of the Borrower to borrow, continue or convert to a Term SOFR Loan on a date specified therefor in a Notice of Borrowing or Notice of

Conversion/Continuation or (c) due to any payment, prepayment or conversion of any Term SOFR Loan on a date other than the last day of the Interest Period therefor. A certificate of such Lender setting forth the basis for determining such

amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be presumed to be correct save for manifest error. All of the obligations of the Credit Parties under this

Section 3.9 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or

discharge of all obligations under any Loan Document.

Section 3.10 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement

against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in Term SOFR);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in

clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, commitments or other obligations, or its deposits, reserves, other

liabilities or capital attributable thereto; or

(iii) impose on any Lender any other condition, cost or expense (other

than Taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender or

such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder

(whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will

compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that the Borrower shall not be obligated to pay any such compensation unless the Lender or other Recipient

requesting such compensation also is requesting compensation as a result of such Change in Law from other similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this

Section 3.10(a).

(b) Capital Requirements. If any Lender determines that any Change in Law affecting

such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital, liquidity or reserve requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on

the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company would have achieved but for such Change in

Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity),

then from time to time upon written request of such Lender the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s

holding company for any such reduction suffered; provided that the Borrower shall not be obligated to pay any such compensation unless the Lender requesting such compensation also is requesting compensation as a result of such Change in Law

from other similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 3.10(b). It is acknowledged that this Agreement is being entered into by the

Lenders on the understanding that the Lenders will not be required to maintain capital against their Commitment under current Applicable Laws, regulations and regulatory guidelines. In the event the Lenders shall be advised by any Governmental

Authority or shall otherwise determine on the basis of pronouncements of any Governmental Authority that such understanding is incorrect, it is agreed that the Lenders will be entitled to make claims under this

Section 3.10(b) (each such claim to be made within a reasonable period of time after the period to which it relates) based upon market requirements prevailing on the date hereof for commitments under comparable credit

facilities against which capital is required to be maintained.

such other Recipient setting forth the amount or amounts necessary to compensate such Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in Section 3.10(a) or

(b), setting forth a reasonably detailed calculation of such amount or amounts and delivered to the Borrower, shall be presumed correct absent manifest error. The Borrower shall pay such Lender or such other Recipient, as the case may be, the

amount shown as due on any such certificate within ten days after receipt thereof.

(d) Delay in Requests. Failure or delay on the

part of any Lender or such other Recipient to demand compensation pursuant to this Section 3.10 shall not constitute a waiver of such Lender’s or such other Recipient’s right to demand such compensation;

provided that the Borrower shall not be required to compensate any Lender or any other Recipient pursuant to this Section 3.10(d) for any increased costs incurred or reductions suffered more than nine months prior to

the date that such Lender or such other Recipient, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or such other Recipient’s intention to claim

compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Survival. All of the obligations of the Credit Parties under this Section 3.10 shall survive the

resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.11 Taxes.

(a) Defined Terms. For purposes of this Section 3.11, the term “Applicable Law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document

shall be made without deduction 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in

accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and

withholdings applicable to additional sums payable under this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 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) payable or paid by such Recipient or required to be withheld or deducted

from a payment to such Recipient 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 Authority. A certificate as to

the amount of such payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand

therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit

Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.9(d) 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 the Administrative Agent in connection with any Loan 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 Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby

authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the

Administrative Agent under this Section 3.11(e).

(f) Evidence of Payments. As soon as practicable after

any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 3.11, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such

Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any

Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower

or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other

documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative 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

Section 3.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the 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.

(ii) Without limiting the generality of the foregoing:

(A) Any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent 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 the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying

that such Lender is exempt from United States federal backup withholding tax;

(B) any Foreign Lender shall, to the extent

it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and

from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a 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 Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E

establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the

“business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a 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 attached as Exhibit N-1 to the effect that such Foreign Lender is not a

“bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign

corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or

W-8BEN-E; or

(4) to the extent a Foreign

Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit N-2 or Exhibit N-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign 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 attached as Exhibit N-4 on behalf of each such direct and indirect partner;

deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon

the reasonable request of the Borrower or the Administrative Agent), executed copies of 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 the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by

FATCA if such Lender were to fail 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 shall deliver to the Borrower and the

Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by

Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under

FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D),

“FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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 the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a

refund of any Taxes as to which it has been indemnified pursuant to this Section 3.11 (including by the payment of additional amounts pursuant to this Section 3.11), it shall pay to the

indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.11 with respect to the Taxes giving rise to such refund), net of all

out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect

to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 3.11(h) (plus any penalties, interest or other

charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this

Section 3.11(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 3.11(h) the payment of which would place the indemnified

party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise

imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.11(h) shall not be construed to require any indemnified party to make available its Tax returns (or

any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)

Survival. Each party’s obligations under this Section 3.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the

termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.12 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.10, or

requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.11, then such Lender shall, at the request of the

Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans 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 3.10 or 3.11, 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 in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or

assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.10, or if

the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.11, and, in each case, such Lender has declined or

is unable to designate a different lending office in accordance with Section 3.12(a), or if any Lender is a Defaulting Lender, a Non-Consenting Lender or a Disqualified Institution

that has become a Lender in contravention of the terms of this Agreement, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse

(in accordance with and subject to the restrictions contained in, and consents required by, Section 10.9), all of its interests, rights (other than its existing rights to payments pursuant to

Section 3.10 or 3.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such

assignment); provided that:

(i) the Borrower shall have paid to the Administrative Agent the assignment fee (if

any) specified in Section 10.9;

(ii) such Lender shall have received payment of an amount equal

to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee

(to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any amounts under Section 2.4(c));

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.10

or payments required to be made pursuant to Section 3.11, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with Applicable Law; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting

Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

In connection with any such

replacement, if any such Lender does not execute and deliver an Assignment and Assumption reflecting such replacement within one Business Day of the date on which the Borrower has given notice of such replacement, then such Lender shall be deemed to

have executed and delivered such Assignment and Assumption without any action on the part of such Lender; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver

such documents necessary to evidence such assignment as reasonably requested by the applicable Lender or the Administrative Agent; provided further that any such documents shall be without recourse to or warranty by the parties

thereto. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to

apply.

Section 3.12(a), each Lender may make any Loan to the Borrower through any Lending Office; provided that the exercise of this option shall not affect the obligations of the Borrower to repay the Loan in accordance

with the terms of this Agreement or otherwise alter the rights of the parties hereto.

Section 3.13 Incremental Loans.

(a) At any time after the Initial Funding Date, the Borrower may by written notice to the Administrative Agent elect to request the

establishment of (x) one or more incremental term loan facilities (each, an “Incremental Term Facility” and any incremental term loan commitment established thereunder, an “Incremental Term Commitment”) to

make one or more additional term loans (any such additional term loan, an “Incremental Term Loan”), which Incremental Term Facility may, at the option of the Borrower, be in the form of a delayed draw term loan facility (an

“Incremental Delayed Draw Term Loan Facility” and any incremental term loan commitment established thereunder, an “Incremental Delayed Draw Term Loan Commitment”) to make one or more any additional delayed draw

term loans (any such additional delayed draw term loan, an “Incremental Delayed Draw Term Loan”) and/or (y) one or more incremental revolving facilities (each, an “Incremental Revolving Facility”, and any

such incremental revolving commitment established thereunder, an “Incremental Revolving Commitment” and the Incremental Revolving Commitment, the Incremental Term Commitment and the Incremental Delayed Draw Term Loan Commitment,

collectively, the “Incremental Loan Commitments”) to make one or more revolving loans (any such revolving loan, an “Incremental Revolving Loan” and the Incremental Revolving Loan, the Incremental Term Loan and

the Incremental Delayed Draw Term Loan, collectively, the “Incremental Loans”) and other customary extensions of credit at any time on or before the final Maturity Date then in effect; provided that

(i) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence

thereof) exceed the sum of

(A) the greater of (x) $600,000,000 and (y) 100% of Consolidated EBITDA for the most

recent Test Period (the “Fixed Incremental Basket”) less (1) the aggregate principal amount of Indebtedness incurred pursuant to Section 7.1(o) at or prior to such time and (2) the

aggregate principal amount of Incremental Equivalent Debt incurred at or prior to such time pursuant to the Fixed Incremental Basket less (3) any amounts previously incurred pursuant to this clause (A),

plus

(B) an amount equal to the amount of additional Indebtedness that would cause the Consolidated First Lien

Leverage Ratio as of the Test Period most recently ended prior to (subject to Section 1.10) the incurrence of such additional Indebtedness not to exceed 2.70 to 1.00 (calculated on a Pro Forma Basis, after giving effect to

the incurrence of any such additional Indebtedness and the use of proceeds thereof, assuming the full amount of any Incremental Revolving Commitment and any Incremental Equivalent Debt, in each case, being established or incurred, as applicable, in

reliance on this clause (B) is fully funded or drawn, as applicable, and without netting the cash proceeds thereof, but without giving effect to any amount incurred simultaneously under the Fixed Incremental Basket and/or

clause (C) below) or, to the extent the proceeds of such Indebtedness will be used to finance a Permitted Acquisition or similar Investment in the nature of an acquisition permitted under this Agreement, the greater of

(x) 2.70 to 1.00 and (y) the Consolidated First Lien Leverage Ratio immediately prior to giving effect to the consummation of such Permitted Acquisition or similar Investment (in each case, calculated on a Pro Forma Basis

after giving effect to the incurrence of any such additional Indebtedness and the use of proceeds thereof, assuming the full amount of any Incremental Revolving Commitment and any Incremental

Equivalent Debt, in each case, being established or incurred, as applicable, in reliance on this clause (B) is fully funded or drawn, as applicable, and without netting the cash proceeds thereof, but without giving effect

to any amount incurred simultaneously under the Fixed Incremental Basket and/or clause (C) below) (this clause (B), the “Ratio Incremental Basket”), plus

Debt or other Indebtedness, in each case, secured on a pari passu basis with the Liens securing the Obligations hereunder (which, in the case of any such Indebtedness that constitutes revolving Indebtedness, is accompanied by a permanent

reduction in the relevant commitment) and (y) permanent commitment reductions of the ABL Facility that have not been and will not be replaced with commitment increases under the ABL Facility or any other revolving facility, in each case, made

on or prior to the Increased Amount Date (other than, in each case, prepayments, repayments, buybacks or commitment reductions financed with the proceeds of long-term indebtedness (other than revolving Indebtedness (except in the case of

clause (y) or where revolving Indebtedness is used to replace revolving Indebtedness))) less (2) the aggregate principal amount of Indebtedness incurred at or prior to such time in reliance on this

clause (C),

calculated as of the date of incurrence of such Incremental Facility and/or Incremental Equivalent

Debt, as applicable (the “Incremental Cap”); provided that (w) Incremental Loans and Incremental Loan Commitments may be incurred pursuant to clause (B) above prior to utilization of the Fixed Incremental

Basket or clause (C) above, (x) Incremental Loans and Incremental Loan Commitments may be incurred pursuant to clause (C) above prior to utilization of the Fixed Incremental Basket or the

Ratio Incremental Basket, (y) to the extent the proceeds of any Incremental Loans are intended to be applied to finance a Limited Condition Transaction, the Consolidated First Lien Leverage Ratio shall be tested in accordance with

Section 1.10 and (z) for the purposes of calculating the Incremental Cap with respect to any Incremental Delayed Draw Term Loan Facility, such Incremental Delayed Draw Term Loan Facility shall either, at the option of

the Borrower, (I) be calculated as if such Incremental Delayed Draw Term Loan Facility was fully drawn on the date such Incremental Delayed Draw Term Loan Facility is initially established or (II) otherwise require capacity under

clauses (A), (B) and/or (C) above with respect to each delayed draw term loan funded thereunder on the applicable date of funding, and

(ii) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be

less than a minimum principal amount of $25,000,000 or, if less, the remaining amount permitted pursuant to Section 3.13(a)(i) (or such lesser amount as agreed by the Administrative Agent in its sole discretion).

Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any

Incremental Loan Commitment shall be effective, which shall be a date not less than ten Business Days (or such shorter number of days as may be agreed to by the Administrative Agent in its sole discretion) after the date on which such notice is

delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Eligible Assignee to provide an Incremental Term Commitment or Incremental Revolving Commitment, as

applicable (any such Person, an “Incremental Term Lender” or an “Incremental Revolving Lender”, as applicable). Any proposed Incremental Lender offered or approached to provide all or a portion of any

Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment.

(b) Any Incremental Loan Commitment shall become effective as of such Increased Amount Date;

provided that:

(i) subject to Section 1.10, no Event of Default shall exist on such

Increased Amount Date after giving effect to (x) any Incremental Loan Commitment and (y) the making of any Incremental Loans pursuant thereto;

(ii) no outstanding Commitment of any Lender then in effect shall be increased or established without the consent of such

Lender;

(iii) if the Ratio Incremental Basket is being utilized, the Administrative Agent shall have received an

officer’s certificate signed by a Responsible Officer of the Borrower demonstrating compliance with the applicable Consolidated First Lien Leverage Ratio;

(iv) subject to Section 1.10, the representations and warranties of the Credit Parties in the Loan

Documents shall be true and correct in all material respects or, in the case of any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in all respects, on and as of such Increased Amount Date

(or, in the case of any representations and warranties that relate solely to an earlier date, in all material respects (or, in the case of any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect,

in all respects), on and as of such earlier date); provided that, in the case of Incremental Loan Commitments incurred to finance a Limited Condition Transaction, this Section 3.13(b)(iv) shall be limited only to the

Specified Representations;

(v) the proceeds of any Incremental Loans shall be used for any purpose not prohibited by the

Loan Documents;

(vi) each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute

Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis;

(vii) the terms of the Incremental Facilities shall be set forth in the relevant Incremental Amendment; provided that:

(A) the Incremental Loans will mature and amortize in a manner acceptable to the Incremental Lenders making such

Incremental Loan and the Borrower, but in the case of Incremental Term Loans, will not in any event have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any other Class of Loans then

outstanding or a maturity date earlier than the latest Maturity Date then in effect, in each case, at the time the Incremental Term Commitments are made; provided that this Section 3.13(b)(vii)(A) shall not apply to

(I) any Incremental Term Facilities in the form of Extendable Bridge Loans/Interim Debt or (II) an aggregate principal amount of Incremental Loans (together with all other Indebtedness incurred in reliance on such basket) not in excess of

the Inside Maturity Basket;

(B) the Applicable Margin and pricing grid, if applicable, for such Incremental Loan shall be

the same as the Applicable Margin for the Initial Term Loans or as determined by the Incremental Lender and the Borrower on the applicable Increased Amount Date; provided that, with respect to any Incremental Term Loans that are (1) in

the form of a broadly syndicated Dollar-denominated term loan facility, (2) secured by a Lien on the Collateral that ranks pari passu with the Liens securing the Loans and (3) made on or prior to the date that is twelve months after

the Effective Date, if the Applicable

Margin in respect of such Incremental Term Loans exceeds the Applicable Margin for the Initial Term Loans by more than 0.50% as determined by the Administrative Agent, then the Applicable Margin

for the Initial Term Loans shall be increased so that the Applicable Margin in respect of such Initial Term Loans is equal to the Applicable Margin for the Incremental Loan minus 0.50%; provided further that, in determining the

Applicable Margin(s) applicable to each Incremental Loan and the Applicable Margin for the Initial Term Loans, (I) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID)

payable by the Borrower to the Lenders under such Incremental Loan or the Initial Term Loans in the initial primary syndication thereof (with OID being equated to interest based on assumed four-year life to maturity) and the effects of any and all

interest rate “floors” shall be included and (II) customary arrangement or commitment fees payable to the Arrangers (or their affiliates) in connection with the Initial Term Loans or to one or more arrangers (or their affiliates) of

any Incremental Loan shall be excluded (it being understood that the effects of any and all interest rate floors shall be included in determining Applicable Margin(s) under this provision); and

and conditions (other than pricing, premiums, fees, rate “floors”, discounts and optional prepayment or redemption provisions), substantially identical to or (taken as a whole) not materially less favorable to the Borrower than the terms

and conditions of the Loan Documents (when taken as a whole), except for (x) covenants and other provisions applicable only to periods after the latest Maturity Date then in effect at the time of the making of such Incremental Loans,

(y) covenants and other provisions added for the benefit of the existing Loans or (x) financial maintenance covenants that are included solely for the benefit of an Incremental Revolving Facility (it being understood and agreed that to the

extent any such more-restrictive term or provision is added for the benefit of any Incremental Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added for the benefit of

the existing Loans and, other than terms or provisions customarily provided only to term loans, any existing Incremental Revolving Facility);

(viii) each Incremental Term Loan may receive proceeds of mandatory prepayments on the same basis as the Initial Term Loans

(such prepayments to be shared on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) on the basis of the original aggregate funded amount thereof among the Initial Term

Loan and the Incremental Term Loans);

(ix) such Incremental Loan Commitments shall be effected pursuant to one or more

Incremental Amendments executed and delivered by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and

the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 3.13); and

(x) the Borrower shall deliver or cause to be delivered any customary legal opinions or other customary documents (including,

without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Loan and/or Incremental Loan Commitment) reasonably requested by the applicable Incremental

Lenders in connection with any such transaction.

Incremental Term Loan shall be designated as a separate Class of Loans for all purposes of this Agreement, unless such Incremental Term Loans are fungible with any other Class of Loans, in which case they may constitute part of such other

Class.

(ii) The Incremental Lenders shall be included in any determination of the Required Lenders and, unless otherwise

agreed (but subject to clause (iii) of the second proviso to Section 10.2), the Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement.

(d) On any Increased Amount Date on which any Incremental Loan Commitment becomes effective, subject to the foregoing terms and conditions,

(i) each Incremental Lender with an Incremental Term Commitment shall make an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Commitment in accordance with the terms and conditions of this Agreement and the

applicable Incremental Amendment and shall become a Lender hereunder with respect to such Incremental Term Commitment and the Incremental Term Loan made pursuant thereto, (ii) each Incremental Lender with an Incremental Revolving Commitment

shall be obligated to make Incremental Revolving Loans to the Borrower in accordance with the terms and conditions of this Agreement and the applicable Incremental Amendment and shall become a Lender hereunder with respect to such Incremental

Revolving Commitment and any Incremental Revolving Loans made pursuant thereto and (iii) each Incremental Lender with an Incremental Delayed Draw Term Loan Commitment shall be obligated to make Incremental Delayed Draw Term Loans to the

Borrower in accordance with the terms and conditions of this Agreement and the applicable Incremental Amendment and shall become a Lender hereunder with respect to such Incremental Delayed Draw Term Loan Commitment and the Incremental Delayed Draw

Term Loans made pursuant thereto.

Section 3.14 Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a

Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or

consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 10.2.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the

Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant

to Section 10.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent

hereunder; second, as the Borrower may request (so long as no Default or Event of Default or, during the Certain Funds Period, no Major Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund

its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender

against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth, so long as no Event of Default or, during the Certain Funds Period, no Major Default exists, to the payment

of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this

Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by

a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in

writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify such Lender, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent

applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance

with the Commitments under the applicable Class of Loans, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf

of the Borrower while that Lender was a Defaulting Lender; provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or

release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE IV.

CONDITIONS

Section 4.1

Conditions Precedent to the Effective Date. This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (except to the extent any such conditions are waived by the Lenders

pursuant to Section 10.2) (the “Effective Date”):

(a) Executed Agreement. The

Administrative Agent shall have received from the Borrower and each Lender a counterpart of this Agreement signed on behalf of such party.

(b) PATRIOT Act, Etc. The Lenders shall have received all documentation and other information required by regulatory authorities

pursuant to applicable “know your customer” and anti-money laundering rules and regulations and regulations with respect to each Initial Credit Party, including the PATRIOT Act and the Beneficial Ownership Regulation, in each case to the

extent requested in writing at least five Business Days prior to January 15, 2026.

Section 4.2 Conditions Precedent to

Borrowing on the Initial Funding Date. The obligations of the Lenders to make Initial Term Loans on the Initial Funding Date are subject to the occurrence of the Effective Date and the satisfaction of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received from each Credit Party party thereto a counterpart to each of the ABL

Intercreditor Agreement, the Equal Priority Intercreditor Agreement and the U.S. Security Documents, signed on behalf of such Credit Party.

(b) Executed Acquisition Documents. The Administrative Agent shall have received executed or final, as applicable, copies of the BCA

and the Offer Document (each substantially in the form of the most recent drafts provided to the Administrative Agent prior to the Effective Date or with only such modifications, waivers, consents or amendments which are permitted by

Section 6.12(c)).

(d) [Reserved].

(e) Closing Certificates; Etc. The Administrative Agent shall have received each of

the following:

(i) Closing Certificate. A certificate from a Responsible Officer of the Borrower, confirming that

that:

(A) the transactions contemplated by the BCA to have been consummated prior to or on the Acquisition Closing Date

have been consummated, or will be consummated substantially concurrently with the funding of the Loans on the Acquisition Closing Date (or the Borrower shall reasonably expect that, no later than three Business Days after the Initial Funding Date,

the transactions will be consummated), in all material respects in accordance with the terms of the BCA (after giving effect to any modifications, amendments, consents or waivers by BidCo (or any of its Affiliates) thereto, other than those

modifications, amendments, consents or waivers by BidCo (or its Affiliate) that are materially adverse to the interests of the Lenders (it being understood and agreed that any reduction in the Minimum Acceptance Condition below 57.5% is materially

adverse to the Lenders)) unless the Arrangers shall have consented to such modification, amendment, consent or waiver;

(B)

all conditions to the Offer have been satisfied or waived and the Offer has been completed, or will be consummated substantially concurrently with the funding of the Loans on the Acquisition Closing Date (or the Borrower shall reasonably expect

that, no later than three Business Days after the Initial Funding Date, the transactions will be consummated), in all material respects in accordance with the terms of the Offer Document (after giving effect to any modifications, amendments,

consents or waivers BidCo (or any of its Affiliates) thereto, other than those modifications, amendments, consents or waivers by BidCo (or its Affiliate) that are materially adverse to the interests of the Lenders (it being understood and agreed

that (x) any reduction in the Minimum Acceptance Condition 57.5% or (y) any action that would result in the aggregate price per share of Klöckner’s Equity Interests to exceed €12.10 is materially adverse to the Lenders))

unless the Arrangers shall have consented to such amendment, modification, consent or waiver (clauses (A) and (B), together, the “Consummation Conditions”); and

(C) (x) no Major Default has occurred and is continuing or would result from the funding of the Initial Term Loans on the

Initial Funding Date and (y) the Major Representations are true and correct in all material respects (or, where such Major Representation is qualified as to materiality or material adverse effect, in all respects) on and as of the Initial

Funding Date.

(ii) Officer’s Certificate of each Credit Party. A certificate of a Responsible Officer of each

Credit Party, dated the Initial Funding Date (the “Officer’s Certificate”), certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a

party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a

recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the

Acquisition Closing Date and on the date of the resolutions described in clause (C), as applicable, (C) resolutions duly adopted by the board of directors (or other governing body) authorizing and approving the

transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) each certificate required to be delivered pursuant to

Section 4.2(e)(iii).

(iii) Certificates of Good Standing. Certificates as of a recent date

of the good standing or the applicable equivalent thereof of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable.

(iv) Opinions of Counsel. The Administrative Agent shall have received favorable written opinions dated the Initial

Funding Date of each of (A) Vorys, Sater, Seymour and Pease LLP, as Delaware, New York and Ohio counsel for the Credit Parties and (B) Latham & Watkins, as special counsel to the Credit Parties.

(v) Solvency Certificate. The Administrative Agent shall have received a certificate certified by a Responsible Officer

of the Borrower, confirming the Solvency of the Borrower and its Subsidiaries on a Consolidated basis after giving effect to the transactions to occur on the Acquisition Closing Date and the funding of the Loans on the Initial Funding Date.

(f) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing from the Borrower in accordance with

Section 2.2.

(g) Personal Property Collateral.

(i) Filings and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary

to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the U.S. Collateral (to the extent such security interests may be perfected by filings and recordations) and the Administrative Agent shall have

received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Prior Liens).

(ii) Pledged U.S. Collateral. The Administrative Agent shall have received (A) original stock certificates or other

certificates evidencing the certificated Equity Interests pledged pursuant to the U.S. Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each

original promissory note pledged pursuant to the U.S. Security Documents together with an undated allonge for each such promissory note duly executed in blank by the holder thereof.

(h) Payment at Initial Funding. The Borrower shall have paid or made arrangements to pay contemporaneously with the initial funding of

Initial Term Loans on the Initial Funding Date (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 3.3 and any other accrued and unpaid fees or commissions due

hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers to the extent evidenced by an invoice provided to the Borrower at least three Business Days prior to the Initial Funding Date and

(C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any

of the Loan Documents, in each case to the extent evidenced by an invoice provided to the Borrower at least three Business Days prior to the Initial Funding Date.

Section 4.3 Certain Funds Period. Subject to the conditions set forth in Section 4.2, during the Certain

Funds Period, each Lender will be obligated to make its Initial Term Loans on the Initial Funding Date unless:

(a) (x) a Major

Default has occurred and is continuing or would result from the making of the Initial Term Loans and (y) the Major Representations are not true and correct in all material respects (or, where such Major Representation is qualified as to

materiality or material adverse effect, in all respects) on and as of the Initial Funding Date; or

(b) due to a change in law after the date that such Lender becomes a Lender under this

Agreement, it has become unlawful in any applicable jurisdiction for such Lender to perform any of its obligations to lend or participate in any Initial Term Loans (provided that this shall be without prejudice to the obligations of all of

the other Lenders).

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make the Loans, the Borrower hereby

represents and warrants to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder (provided that any representations and warranties made herein with respect to the Subsidiaries

of the Borrower shall not apply to Klӧckner or any of its Subsidiaries prior to the Control Date), which representations and warranties shall be deemed made on each of the Effective Date and the Initial Funding Date, that:

Section 5.1 Organization; Power; Qualification. Each Credit Party and each Subsidiary thereof (a) is duly organized, validly

existing and, if applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its Properties and to carry on its business as now being and hereafter proposed to be

conducted and (c) is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization except in jurisdictions where the

failure to be so qualified or, if applicable, in good standing has not had or would not reasonably be expected to result in a Material Adverse Effect. The jurisdictions in which each Credit Party and each Subsidiary thereof are organized and

qualified to do business as of the Effective Date are described on Schedule 5.1.

Section 5.2

Ownership. Schedule 5.2 sets forth, as of the Effective Date, a correct and complete list of the legal name of each Subsidiary of each Credit Party, the jurisdiction of organization thereof and the ownership interest

therein held by each Credit Party. As of the Effective Date, all outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive or similar rights, except as described in

Schedule 5.2. The shareholders or other owners, as applicable, of each Credit Party and its Subsidiaries and the number of shares owned by each as of the Effective Date are described on

Schedule 5.2. As of the Effective Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into,

exchangeable for or otherwise provide for or require the issuance of Equity Interests of any Credit Party or any Subsidiary thereof, except as described on Schedule 5.2.

Section 5.3 Authorization; Enforceability. Each Credit Party has the right, power and authority and has taken all necessary

corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan

Documents have been duly executed and delivered by the duly authorized officers of each Credit Party that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Credit Party that is a party thereto,

enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of

creditors’ rights in general and the availability of equitable remedies.

Section 5.4 Compliance of Agreement, Loan Documents and Borrowing with Laws,

Etc. The execution, delivery and performance by each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby

or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party or any Subsidiary thereof, (b) conflict with,

result in a breach of or constitute a default under the certificate or articles of incorporation, articles, bylaws or other organizational documents of any Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or

constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties are bound or any Governmental Approval relating to such Person, (d) result in or require the creation or

imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or

Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or

consents for which the failure to obtain or make has not had or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) filings under the UCC and (iii) filings with the United States

Section 5.5 Compliance with Law; Governmental

Approvals. Each Credit Party and each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on

appeal and is not the subject of any pending or, to the knowledge of the Borrower, threatened proceeding, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or

any of its respective properties and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority, except in each such case of clauses (a), (b) and

(c) where the failure to have, comply or file has not had or would not reasonably be expected to have a Material Adverse Effect.

Section 5.6 Tax Returns and Payments. Each Credit Party and each Subsidiary thereof has duly filed or caused to be filed all

federal, state, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, local and other taxes, assessments and governmental charges or levies upon

it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is the subject of a Permitted Protest). To the best of the Borrower’s knowledge, such returns accurately reflect in all

material respects all liability for taxes of the Credit Parties and Subsidiaries thereof for the periods covered thereby. To the best of the Borrower’s knowledge, no Governmental Authority has asserted any Lien or other written claim against

any Credit Party or any Subsidiary thereof with respect to unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate procedures and with

respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Subsidiary and (b) Permitted Liens). The charges, accruals and reserves on the books of each Credit Party and each Subsidiary

thereof in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Subsidiary thereof are in the judgment of the Borrower adequate, and the Borrower does not

anticipate any material increase in taxes or assessments for any of such years.

Section 5.7 Intellectual Property Matters.

Each Credit Party and each Subsidiary thereof owns or possesses rights to use all copyrights, patents, trademarks, service marks, trade names and other intellectual property rights that are reasonably necessary to conduct its business, and no event

has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with

respect to any such rights as a result of its business operations, except to the extent that the failure to own or possess rights to use such items or the occurrence of such event has not had or would not reasonably be expected to have a Material

Adverse Effect.

Section 5.8 Environmental Matters.

(a) There has been no Release of Hazardous Materials on, at, under or from (i) any property owned, leased or operated by any Credit Party

or any Subsidiary thereof or (ii) to the knowledge of the Borrower, any property formerly owned, leased or operated by it or any of its Subsidiaries that would, in any such case of clauses (i) or (ii),

reasonably be expected to require investigation, remedial activity or corrective action or cleanup by any Credit Party or Subsidiary thereof, or reasonably be expected to result in any Credit Party or any Subsidiary thereof incurring liability under

Environmental Law or any Governmental Approval issued thereunder, in each case, that has had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(b) Except as would not reasonably be expected to have a Material Adverse Effect, each Credit Party and each Subsidiary thereof and their

operations are in compliance, and have for the past five years been in compliance, with all applicable Environmental Laws and all Governmental Approvals issued thereunder, including obtaining and maintaining all Governmental Approvals required under

applicable Environmental Laws to carry on their respective businesses.

written notice of violation, non-compliance or liability arising under Environmental Laws or any Governmental Approval issued thereunder that, if adversely determined, would reasonably be expected,

individually or in the aggregate, to have a Material Adverse Effect, nor does the Borrower have knowledge or reason to believe that any such notice is threatened.

(d) No Credit Party or Subsidiary thereof has transported or disposed of Hazardous Materials from the properties currently or formerly owned,

leased or operated by any Credit Party or any Subsidiary thereof in violation of, or in a manner which has given, or would reasonably be expected to give, rise to liability under, Environmental Laws or any Governmental Approval issued thereunder,

except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of,

or in a manner that has given, or would reasonably be expected to give, rise to liability under, any applicable Environmental Laws or any Governmental Approval issued thereunder that would reasonably be expected, individually or in the aggregate, to

have a Material Adverse Effect.

(e) No Environmental Claim is pending or, to the knowledge of the Borrower, threatened, for which any

Credit Party or any Subsidiary thereof is named as a party, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, nor are there any Environmental Claims, consent decrees or orders,

administrative orders or other administrative or judicial orders outstanding under any applicable Environmental Law with respect to any Credit Party or any Subsidiary thereof, with respect to any real property currently, or to the knowledge of the

Borrower, formerly leased or operated by any Credit Party or any Subsidiary thereof or current, or to the knowledge of the Borrower, former operations of any Credit Party or any Subsidiary thereof, except in each case as would not reasonably be

expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.9 Employee Benefit Matters.

(a) Each Credit Party is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations

thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply has not had or

would not reasonably be

expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified,

and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a

determination letter has not yet expired, and except where the failure to be so qualified or so exempt has not had or would not reasonably be expected to have a Material Adverse Effect. No liability has been incurred by any Credit Party which

remains unsatisfied for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that has not had or would not reasonably be expected to have a Material Adverse Effect.

(b) Except where the failure of any of the following representations to be correct has not had or would not reasonably be expected,

individually or in the aggregate, to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code,

(ii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer

Plan, or (iv) failed to make a required installment or other required payment under Sections 412 or 430 of the Code.

Effective Date, no Termination Event has occurred or is reasonably expected to occur.

(d) Except where the failure of any of the

following representations to be correct has not had or would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business),

lawsuit and/or investigation is existing or, to the knowledge of the Borrower, threatened concerning or involving (i) any employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any

Credit Party, (ii) any Pension Plan or (iii) any Multiemployer Plan.

Section 5.10 Margin Stock. No Credit Party nor

any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used,

directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans will be used for purchasing or carrying margin stock or for any purpose, in each case, which violates, or

which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. Following the application of the proceeds of each extension of credit hereunder, not more than 25.0% of the value of the assets (either of the

Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.2 or 7.5 or subject to any restriction contained in any agreement or instrument between the

Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will be “margin stock”.

Section 5.11 Government Regulation. Neither the Borrower nor any U.S. Guarantor is an “investment company” or a

company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940).

Section 5.12 [Reserved].

Section 5.13 Employee Relations. Except as has not and would not reasonably be expected, individually or in the aggregate, to have

a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries before any Governmental Authority and no grievance or

arbitration proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage

or similar

action or grievance pending or threatened in writing against the Borrower or any of its Subsidiaries and (iii) to the knowledge of the Borrower, no union representation question existing

with respect to the employees of the Borrower or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of the Borrower or any of its Subsidiaries. To the knowledge of the Borrower, none of the

Borrower or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law which remains unpaid or unsatisfied. The hours worked and payments made to employees of the

Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations have not resulted or would not, individually or in the aggregate, reasonably be

expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the

books of the Borrower or such Subsidiary, except where the failure to do so has not resulted or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.14 Burdensome Provisions. The Credit Parties and their respective Subsidiaries do not presently anticipate that future

expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect. No Subsidiary is party to any agreement or instrument or otherwise

subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect of its Equity Interests to the Borrower or any Subsidiary or to transfer any of its assets or properties to

the Borrower or any other Subsidiary in each case other than as permitted by Section 7.10(b) or (c).

Section 5.15 Financial Statements. The audited and unaudited financial statements delivered pursuant to

Sections 6.1(a) and (b) (and including the Historical Financial Statements) fairly present in all material respects on a Consolidated basis in accordance with GAAP the assets, liabilities and financial position of

the Borrower and its Subsidiaries as at such dates and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited

financial statements and the absence of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all

material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries, as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent

required to be disclosed under GAAP.

Section 5.16 No Material Adverse Change. Since May 31, 2025, there has been no

material adverse change in the business, financial condition, Property or results of operations of the Borrower and its Subsidiaries, taken as a whole, and no event has occurred or condition arisen, either individually or in the aggregate, that has

had or would reasonably be expected to have a Material Adverse Effect.

Section 5.17 Solvency. The Borrower is Solvent and the

Credit Parties, on a Consolidated basis, are Solvent.

Section 5.18 Title to Properties. Each Credit Party and each Subsidiary

thereof has such title to the real property owned or leased by it as is necessary to the conduct of its business and valid and legal title to all of its personal property and assets, except those which have been disposed of by the Credit Parties and

their Subsidiaries subsequent to such date which dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder.

Section 5.19 Litigation. There are no actions, suits or proceedings pending nor, to the knowledge of the Borrower, threatened

against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that has had

or would reasonably be expected to have a Material Adverse Effect.

Section 5.20 Anti-Terrorism; Anti-Money Laundering; Etc.. No Credit Party nor

any of its Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States

(50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of any (A) the Trading with the Enemy Act, (B) Sanctions or (C) Anti-Money Laundering Laws (collectively, the “Anti-Terrorism Laws”),

(iii) is (or, with respect to any Credit Party incorporated in Germany, has been) a Sanctioned Person or (iv) is in violation of the Foreign Corrupt Practices Act of 1977. No part of the proceeds of any extension of credit hereunder will

be unlawfully used directly or knowingly indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, in violation of applicable Sanctions, or in any other

manner that will result in any violation by any Person (including any Lender, the Arrangers or the Administrative Agent) of any Anti-Terrorism Laws. Notwithstanding anything to the contrary in this Agreement, the representations and warranties made,

given, or deemed to be made or given, by any European Credit Party in this Section 5.20 shall only be made, given, or deemed to be made or given, by such Credit Party to the extent that the making or giving of such

representation or warranty does not result in any violation of, conflict with, or liability under, the Anti-Boycott Rules.

Section 5.21 Absence of Defaults. No event has occurred or is continuing (a) which constitutes a Default or an Event of

Default, or (b) which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by any Credit Party or any Subsidiary thereof under any judgment, decree or order to which any

Credit Party or any Subsidiary thereof is a party or by which any Credit Party or any Subsidiary thereof or any of their respective properties may be bound or which would require any Credit Party or any Subsidiary thereof to make any payment

thereunder prior to the scheduled maturity date therefor that, in any case, has had or would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.22 Senior Indebtedness Status. The Obligations of each Credit Party under this Agreement and each of the other Loan

Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness and rank pari passu in right of payment with all senior unsecured Indebtedness of each such Person and is designated as “Senior

Indebtedness” (or any comparable designation) under all instruments and documents, now or in the future, evidencing Subordinated Indebtedness of such Person.

Section 5.23 Disclosure. The Borrower and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all

agreements, instruments and corporate or other restrictions to which any Credit Party and any Subsidiary thereof are subject, and all other matters known to them, that, individually or in the aggregate, would reasonably be expected to result in a

Material Adverse Effect. No financial statement, material report, material certificate or other material information furnished (whether in writing or orally) by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent

or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole, contained as of the date

of such statement, report, certificate or information so furnished any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,

not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, such information was prepared in good faith based

upon assumptions believed to be reasonable in light of then existing conditions at the time of delivery thereof (it being recognized by the Lenders that projections are subject to significant uncertainties and contingencies, many of which are beyond

the Credit Parties’ control, the projections, by their nature, are inherently uncertain and no assurances are being given that the results reflected in the projections will be achieved and actual results may differ from the projections and

such differences may be material). As of the Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct.

Section 5.24 Use of Proceeds. The Borrower will use the proceeds of the Loans

only for the purposes specified in Section 6.16.

Section 5.25 Insurance. The properties of the

Credit Parties and their Subsidiaries are insured with financially sound and reputable insurance companies in such amounts, with such deductibles and covering such risks (including workers’ compensation, public liability, business interruption

and property damage insurance) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates. Schedule 5.25 sets

forth a description of all such insurance currently maintained (excluding title, group health and disability, and similar types of insurance) by or on behalf of the Credit Parties and the Subsidiaries as of the Effective Date. As of the Effective

Date, each insurance policy listed on Schedule 5.25 is in full force and effect and all premiums in respect thereof that are due and payable have been paid.

Section 5.26 Security Documents.

(a) When executed, (i) the U.S. Security Documents will create in favor of the Administrative Agent, for the benefit of the Secured

Parties, a legal, valid, continuing and enforceable security interest in the U.S. Collateral and (ii) the German Security Documents will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid,

continuing and enforceable security interest in the German Collateral, enforceable in accordance with the terms set out therein and in the Agreed Security Principles, subject to any other perfection requirements specifically set out in the German

Security Documents and, in respect of the Account Pledge Agreement, when the notification requirements under the Account Pledge Agreement have been satisfied but subject to any prior ranking Lien in relation to bank accounts in Germany pursuant to

the general terms and conditions of banks (Allgemeine Geschäftsbedingungen der Banken-und-Sparkassen).

(b) Upon the filing of financing statements in appropriate form in the offices specified in Schedule 9 of the Guaranty and Security

Agreement, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Credit Parties in, all U.S. Collateral that may be perfected by filing, recording or registering a

financing statement or analogous document (including the proceeds of such U.S. Collateral subject to the limitations relating to such proceeds in the UCC), prior and superior in right to any other Person, except for Permitted Prior Liens.

(c) When the Pledged Interests (as defined in the Guaranty and Security Agreement) constituting Certificated Securities (as defined in the

UCC) are delivered to the Administrative Agent (or its agent), the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Credit Parties in, such Pledged Interests (as defined

in the Guaranty and Security Agreement), subject to the ABL Intercreditor Agreement, prior and superior in right to any other Person, except for Permitted Prior Liens.

(d) When the Guaranty and Security Agreement (or a short form intellectual property security agreement) is filed in the United States Patent

and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified in Schedule 9 of the Guaranty and Security Agreement, the

Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Credit Parties in the Intellectual Property (as defined in the Guaranty and Security Agreement) included in the U.S.

Collateral in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as

applicable, in each case prior and superior in right to any other

Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered

patents, patent applications, trademark registrations, trademark applications and copyright registrations, in each case acquired by the Credit Parties after the Initial Funding Date), except for Permitted Prior Liens.

(e) When control agreements in form and substance reasonably satisfactory to the Administrative Agent are executed and delivered to the

Administrative Agent (solely to the extent required by the Guaranty and Security Agreement), the Administrative Agent shall have (i) “control” (within the meaning of Section 9-104 of the

UCC) over all Deposit Accounts (other than Excluded Accounts (as defined in the Guaranty and Security Agreement)) and (ii) a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Credit Parties in

the Deposit Accounts (other than Excluded Accounts).

Section 5.27 The Offer, the Offer Document and the BCA. (a) The

Offer Document contains all the material terms of the Offer and (b) the BCA contains all the material terms of the arrangements between the Borrower, BidCo and Klöckner.

ARTICLE VI.

AFFIRMATIVE COVENANTS

Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in

cash and the Commitments terminated, the Borrower will, and will cause each of its Subsidiaries (excluding Klӧckner and its Subsidiaries prior to the Control Date) to:

Section 6.1 Financial Statements and Budgets. Deliver to the Administrative Agent (which shall promptly make such information

available to the Lenders in accordance with its customary practice):

(a) Annual Financial Statements. Within 120 days after the end

of each Fiscal Year (or such later date after giving effect to any extension period granted under Rule 12b-25 (or any successor rule) under the Exchange Act) (commencing with the Fiscal Year ending

May 31, 2026), an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of earnings, comprehensive income, equity and cash flows, including the notes

thereto, and a report containing management’s discussion and analysis of such financial statements, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and

prepared in accordance with GAAP (which requirements may be satisfied by delivery of the Borrower’s annual report on Form 10-K as filed with the SEC). Such annual financial statements shall be audited by

an independent certified public accounting firm of recognized national standing, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not

subject to any “going concern” or similar qualification or exception or explanatory paragraph or any qualification as to the scope of such audit (other than a “going concern” qualification, exception or explanatory paragraph

resulting solely from (x) the upcoming maturity of any Indebtedness occurring within one year from the time such opinion is delivered or (y) a breach or anticipated breach of any financial maintenance covenant).

(b) Quarterly Financial Statements. Within 45 days after the end of the first three fiscal quarters of each Fiscal Year (or such later

date after giving effect to any extension period granted under Rule 12b-25 (or any successor rule) under the Exchange Act) (commencing with the first fiscal quarter ending after the Effective Date), an

unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of earnings, comprehensive income, equity and cash flows and a report containing

management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year

then ended, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the

Borrower in accordance with GAAP (which requirements may be satisfied by delivery of the Borrower’s quarterly report on Form 10-Q as filed with the SEC), and certified by a Responsible Officer of the

Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the

respective periods then ended, subject to normal year-end adjustments and the absence of footnotes.

(c) Annual Business Plan and Budget. No later than July 1st of each year (commencing with July 1, 2026), a month-by-month projected operating budget and statement of cash flow of the Borrower and its Subsidiaries on a Consolidated basis for the ensuing Fiscal Year (including a

projected income statement for each month and a balance sheet as at the end of each month).

Section 6.2 Certificates; Other

Reports. Deliver to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a) at each time financial statements are delivered pursuant to Section 6.1(a) or (b), a duly completed

Officer’s Compliance Certificate signed by a Responsible Officer of the Borrower;

(b) [reserved];

(c) promptly after the assertion or occurrence thereof, notice of any Environmental Claim or other action or proceeding against or of any

noncompliance by any Credit Party or any Subsidiary thereof with any Environmental Law that would reasonably be expected to have a Material Adverse Effect;

(d) promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable

“know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act), as from time to time reasonably requested by the Administrative Agent or any Lender;

(e) [reserved]; and

(f) such

other information regarding the operations, business affairs and financial condition of any Credit Party or any Subsidiary thereof as the Administrative Agent or any Lender, through the Administrative Agent, may reasonably request.

Notwithstanding anything to the contrary in Section 6.1 or 6.2, the requirements of Sections 6.1

and 6.2 above shall be deemed satisfied upon the filing of such information with the SEC via the SEC’s EDGAR system (or any successor system), and such information shall be deemed delivered to the Administrative Agent and transmitted to

the Lenders on the date on which such information becomes publicly available on the SEC’s EDGAR system (or any successor system). If the Borrower is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange

Act, the Borrower shall deliver the information described in Sections 6.1 and 6.2 above within the time periods that would otherwise be applicable as if the Borrower remained subject to such reporting requirements.

Notwithstanding anything to the contrary in this Section 6.2, none of the Borrower or any of its Subsidiaries will be required

to disclose any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in

respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes

attorney work product.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make

available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, Intralinks, SyndTrak Online or another

similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public

information with respect to the Borrower or its Affiliates or its or their securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower

Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear

prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not

containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its Affiliates or its or their securities for purposes of United States federal and

state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.10); (y) all Borrower Materials marked

“PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are

not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials

“PUBLIC”.

Section 6.3 Notice of Litigation and Other Matters. Promptly (but in no event later than five Business

Days after any Responsible Officer of any Credit Party obtains knowledge thereof) notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice):

(a) the occurrence of any Default or Event of Default;

(b) the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or

before any arbitrator against or involving any Credit Party or any Subsidiary thereof or any of their respective properties, assets or businesses in each case that if adversely determined would reasonably be expected to result in a Material Adverse

Effect;

(c) any notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority (including

any notice of non-compliance with Environmental Laws) that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect;

(d) any labor controversy that has resulted in a strike or other work action against any Credit Party or any Subsidiary thereof that would

reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; and

(e) any other circumstance that

would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to Section 6.3 shall be

accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to

Section 6.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Section 6.4 Preservation of Corporate Existence and Related Matters. Except as

permitted by Section 7.4, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign

corporation or other entity and authorized to do business in each jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect.

Section 6.5 Maintenance of Property and Licenses.

(a) In addition to the requirements of any of the Security Documents, protect and preserve all Properties necessary in and material to its

business, including copyrights, patents, trade names, industrial designs, service marks and trademarks; maintain in good working order and condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and personal

property; and from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such Property necessary for the conduct of its business, so that the business carried on in connection therewith may be

conducted in a commercially reasonable manner in each case except as such action or inaction would not reasonably be expected to result in a Material Adverse Effect.

(b) Maintain, in full force and effect in all material respects, each and every license, permit, certification, qualification, approval or

franchise issued by any Governmental Authority required for each of them to conduct their respective businesses as presently conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 6.6 Insurance. Maintain insurance with financially sound and reputable insurance companies against at least such risks and

in at least such amounts as are customarily maintained by similar businesses that are similarly situated and located and as may be required by Applicable Law (including hazard and business interruption insurance). All such insurance shall

(a) provide that no cancellation or material modification thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (b) name the Administrative Agent as an additional insured

party thereunder and (c) in the case of each casualty insurance policy, name the Administrative Agent as lender’s loss payee. Subject to Section 6.19, on the Initial Funding Date and from time to time thereafter,

deliver to the Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and

the properties and risks covered thereby. If the Borrower or its Subsidiaries fails to maintain such insurance, the Administrative Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the

Administrative Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage or the collection of claims. The Borrower shall give the Administrative Agent prompt notice of any loss exceeding

$50,000,000 covered by it or its Subsidiaries’ casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the sole right (subject to the Intercreditor

Agreements and to the extent customary in the applicable jurisdiction) to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be

payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

Section 6.7 Accounting Methods and Financial Records. Subject to Section 1.3(c), maintain a system

of accounting, and keep proper books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in

compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its Properties.

Section 6.8 Payment of Taxes and Other Obligations. (a) Pay and perform all

taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its Property, except to the extent the validity of such taxes, assessments or governmental charges are the subject of a Permitted Protest,

(b) pay and perform all other obligations and liabilities in accordance with customary trade practices and (c) file all applicable tax returns with respect to it and its properties, except where the failure to pay or perform such

items described in clause (a), (b) or (c) of this Section 6.8 would not reasonably be expected to have a Material Adverse Effect.

Section 6.9 Compliance with Laws and Approvals.(a) Observe and remain in compliance with all Applicable Laws, including

Anti-Terrorism Laws, and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business, except in each case where the failure to do so would not reasonably be expected to have a Material Adverse

Effect. Notwithstanding anything to the contrary in this Agreement, this Section 6.9 shall only apply to a European Credit Party to the extent that the compliance herewith does not result in any violation of, conflict with,

or liability under, the Anti-Boycott Rules.

Section 6.10 Environmental Laws. In addition to and without limiting the

generality of Section 6.9 and except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (a) comply with, and use commercially reasonable efforts to ensure such compliance by

all tenants and subtenants with all applicable Environmental Laws and all Governmental Approvals issued thereunder and obtain, comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants, obtain and

comply with and maintain, any and all Governmental Approvals required by applicable Environmental Laws and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under

Environmental Laws and all Governmental Approvals issued thereunder or by a Governmental Authority, and comply with all lawful orders and directives of any Governmental Authority arising under Environmental Laws or any Governmental Approval issued

thereunder.

Section 6.11 Compliance with ERISA. In addition to and without limiting the generality of

Section 6.9, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with applicable provisions of ERISA, the Code and the

regulations and published interpretations thereunder with respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which would reasonably be expected to result in a liability to the PBGC or to a

Multiemployer Plan, (iii) not participate in any prohibited transaction that would result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a manner that will not incur any tax

liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code.

Section 6.12 Acquisition Undertakings.

(a) In each case subject to any confidentiality, regulatory or legal restrictions relating to the supply of such information (other than, in

the case of any confidentiality restriction, any such restriction created by the Borrower or BidCo), the Borrower shall:

(i) on or before the 10th Business Day of each month until such time that the Borrower owns (directly or indirectly) 100% of

the outstanding Equity Interests of Klöckner, deliver to the Administrative Agent a report setting forth the number of shares of Klöckner acquired by BidCo in the preceding month;

(ii) promptly upon the reasonable written request thereof, provide the Administrative Agent with details of the status and

progress, and such other information readily available to the Borrower and/or BidCo regarding the status, of the Klöckner Acquisition Transactions; provided that the Administrative Agent shall not exercise such rights more often than two

times a month; and

(iii) promptly (but in no event later than five days after any Responsible

Officer of any Credit Party obtains knowledge thereof) notify the Administrative Agent in writing of any event or circumstance which would reasonably be expected to cause the BCA to be terminated.

(b) The Borrower will not, and will not permit BidCo to, modify, waive, consent to or amend any term of the BCA where such modification,

waiver, consent or amendment would be materially adverse to the interests of the Lenders unless the Arrangers have consented to such modification, waiver, consent or amendment, except as otherwise required by Applicable Law, the rules of any stock

exchange or the BaFin or other Governmental Authority.

Section 6.9, the Borrower shall, and shall cause BidCo to, comply in all material respects with the WpÜG and with all Applicable Laws relating to the Klöckner Acquisition Transactions.

(d) The Borrower shall, and shall cause BidCo to, ensure that, from the Effective Date until the date that is one year after the date on which

the publication of the Offer pursuant to Section 23(1), sentence 1, no. 2 of the WpÜG is made, no action is taken by or on behalf of BidCo, any Person acting jointly (as defined in Section 2(5), sentence 1 of the WpÜG) with BidCo

or any of its subsidiaries (as defined in Section 2(6) of the WpÜG) that would result in the consideration per share of Klöckner’s Equity Interests required to be paid under the Offer to exceed the initial consideration set

forth in the Offer Document, or an additional amount to be payable to the parties accepting or having accepted the Offer that, together with the amount paid or payable under the Offer, would exceed €12.10 per share of Klöckner’s

Equity Interests.

(e) Following the Acquisition Closing Date, the Borrower shall cause BidCo to, to the extent legally permissible, use

commercially reasonable efforts to (a) consummate a squeeze-out of any minority shareholders of Klöckner (i) in accordance with Section 62 of the German Transformation Act

(Umwandlungsgesetz, UmwG) in conjunction with Section 327a et seq. of the German Stock Corporation Act (Aktiengesetz) (the “Merger Squeeze-Out”) or (ii) in accordance

with Section 327a et seq. of the German Stock Corporation Act (Aktiengesetz), (b) enter into a domination agreement and profit loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) (in the meaning of

Section 291(1) of the German Stock Corporation Act) among BidCo as controlling entity and Klöckner as controlled entity (the “Domination Agreement”) and/or (c) effect, following a

squeeze-out of minority shareholders in accordance with Section 327a et seq. of the German Stock Corporation Act (Aktiengesetz), the conversion of Klöckner into a limited liability company

(Gesellschaft mit beschränkter Haftung, GmbH) (the “Conversion”).

(f) After establishment of a Domination

Agreement, the Borrower shall cause BidCo to use commercially reasonable efforts to keep it in full force and effect and not terminate to it (and cause Klöckner not to terminate it) other than in case of a Merger

Squeeze-Out or Conversion.

The Administrative Agent shall make any information provided by the Borrower pursuant

to this Section 6.12 available to the Lenders in accordance with its customary practice.

Section 6.13

Visits and Inspections; Lender Calls. Permit representatives of the Administrative Agent, from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect

its properties; inspect, audit and make copies of its books, records and files, including management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants its business, assets,

liabilities, financial condition, results of operations and business prospects; provided that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights

more often than two times during any calendar year (and any expenses associated therewith shall be

at the Borrower’s expense); provided further that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of

the foregoing at the expense of the Borrower at any time during normal business hours. Upon the request of the Administrative Agent or the Required Lenders, participate in a call with the Administrative Agent and Lenders once during each Fiscal Year

(commencing with the Fiscal Year beginning June 1, 2026), which meeting will be held by conference call (or at such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower

and the Administrative Agent (it being understood that this requirement for such call may be satisfied by the Borrower’s annual earnings call).

Section 6.14 Additional Collateral; Additional Subsidiaries.

(a) Additional Collateral. Subject to the Agreed Security Principles, with respect to any Property acquired after the Initial Funding

Date by any Credit Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, within 60 days after the acquisition thereof (as such time period may be extended by the Administrative Agent in its

reasonable discretion), (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to

grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such Property under Applicable Law (including applicable foreign law unless the Administrative Agent shall determine in its reasonable

discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens,

(ii) to the extent requested by the Administrative Agent, deliver customary and reasonable opinions of counsel to the Borrower in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, (iii) take all

actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable legal requirements, including the filing of financing statements in such jurisdictions as may be

reasonably requested by the Administrative Agent. Subject to the limitations set forth herein and in the other Loan Documents, the Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the

Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents against such after-acquired Properties, all in form, content and scope

reasonably satisfactory to the Administrative Agent and (iv) deliver to the Administrative Agent such other documentation and information requested in connection with the PATRIOT Act, applicable “know your customer” and anti-money

laundering rules and regulations and regulations, including the Beneficial Ownership Regulation.

(b) Additional Subsidiary

Guarantors. Within 60 days (or such longer period as the Administrative Agent may agree to in its reasonable discretion) after (x) the creation or acquisition (including by division) of any Domestic Subsidiary (other than any Subsidiary of

Klöckner) that is not an Excluded Subsidiary or (y) any Excluded Subsidiary ceasing to be an Excluded Subsidiary, cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed

supplement to the Guaranty and Security Agreement, a joinder to each of the Intercreditor Agreements and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a security interest in all

Collateral (subject to the exceptions specified in any Security Document applicable to such Collateral) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other

documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates

referred to in Section 4.2 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other

transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (vi) deliver to

the Administrative Agent such other documentation and information requested in connection with the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations and regulations, including the Beneficial

Ownership Regulation.

any Person becomes a First Tier Foreign Subsidiary, and thereafter within 60 days after such notification, as such time period may be extended by the Administrative Agent in its reasonable discretion, cause (i) the applicable U.S. Credit Party

to deliver to the Administrative Agent Security Documents pledging 65.0% of the total outstanding voting Equity Interests (and 100% of the non-voting Equity Interests) of any such new First Tier Foreign

Subsidiary (except to the extent any such Equity Interests would constitute Excluded Assets) and a consent thereto executed by such new First Tier Foreign Subsidiary (including if applicable, original certificated Equity Interests (or the equivalent

thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each

certificate duly executed in blank by the registered owner thereof) and (ii) such U.S. Credit Party and such First Tier Foreign Subsidiary to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the

Administrative Agent with regard to such Person; provided that no guaranty by (or pledge of any of the assets or Equity Interests (other than up to 65% of the voting Equity Interests and 100% of the nonvoting Equity Interests of a First Tier

Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have more than a de minimis adverse tax consequence for the Borrower or result in a violation of Applicable Laws.

(d) Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of

consummating a merger or amalgamation transaction pursuant to a Permitted Acquisition or other permitted Investment, and such new Subsidiary at no time holds any assets or liabilities other than any merger or other consideration contributed to it

contemporaneously with the closing of such merger or amalgamation transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.14(b) or (c), as applicable, until the consummation

of such Permitted Acquisition or other permitted Investment (at which time, the surviving entity of the respective merger or amalgamation transaction shall be required to so comply with Section 6.14(b) or (c), as

applicable, within 60 days of the consummation of such Permitted Acquisition or other permitted Investment, as such time period may be extended by the Administrative Agent in its reasonable discretion).

(e) Klöckner Credit Parties. On or prior to the Klöckner U.S. Guarantee Date, with respect to any Subsidiary of Klöckner

that is a Klöckner Credit Party on such date, cause such Klöckner Credit Party to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Security Agreement, a joinder

to each of the Intercreditor Agreements and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in any

Security Document applicable to such Collateral) owned by such Klöckner Credit Party by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent

shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in

Section 4.2 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers

evidencing the Equity Interests of such Klöckner Credit Party and (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Klöckner Credit

Party.

(f) Exclusions.

(i) The provisions of this Section 6.14 shall be subject to the Agreed Security Principles (solely

with respect to the German Collateral) and the terms of the Guaranty and Security Agreement (including any limitations on perfection actions specified therein) and shall not apply to Excluded Assets.

(ii) Except as expressly set forth in the Agreed Security Principles, no Credit Party will be required to, and the

Administrative Agent shall not be permitted to, (A) take any action outside of the United States to grant or perfect a security interest in any asset located outside of the United States or (B) execute any security agreement, pledge

agreement, mortgage, deed, charge or other collateral document governed by the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia; it being understood and agreed that no Credit Party will be required

to take any action to perfect a security interest in the Collateral in any jurisdiction other than the jurisdiction in which such Credit Party is organized (other than, in the case of pledged Capital Stock, in the jurisdiction in which any other

Credit Party is organized).

(g) ABL Loan Documents. Notwithstanding anything herein to the contrary, the Borrower and the other

Credit Parties shall execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, charges, deeds of trust, deposit account control agreements, collateral access agreements and other security documents to the extent

provided to the applicable ABL Administrative Agent or executed in respect of the ABL Obligations (as defined in the ABL Intercreditor Agreement), including, for the avoidance of doubt, the applicable ABL Facility and any Permitted Refinancing

thereof, except to the extent constituting Excluded Foreign Collateral (as defined in the ABL Intercreditor Agreement).

Section 6.15

German Guarantee and Collateral. Notwithstanding anything to the contrary herein or in any other Loan Document, as BidCo acquires additional shares in Klöckner, the percentage of Equity Interests of BidCo Holdco, BidCo and Klöckner

required to be pledged pursuant to this Agreement and the other Loan Documents shall each be automatically reduced, such that no more than 65.0% of the Equity Interests of Klöckner are pledged, directly or indirectly through a pledge of Equity

Interests in BidCo Holdco and/or BidCo, in the manner set forth in the German Security Documents.

Section 6.16 Use of

Proceeds. The Borrower shall use the proceeds of the Initial Term Loans borrowed on the Initial Funding Date solely (i) to pay on the Acquisition Closing Date the consideration for the Offer and to make other payments to acquire Equity

Interests of Klöckner, (ii) to finance share purchases and other compensation to the remaining minority shareholders following the Acquisition Closing Date, (iii) to fund loans to Klöckner pursuant to the Klöckner

Intercompany Loan, (iv) to repay loans borrowed under the ABL Credit Agreement and/or replenish cash on the balance sheet that were or was used by BidCo or any Affiliate thereof to purchase Equity Interests of Klöckner prior to the Initial

Funding Date and (v) to pay costs, fees and expenses related to the Transactions and any hedging arrangements in connection therewith.

(a) The Borrower shall use the proceeds of any Incremental Loans as permitted pursuant to Section 3.13.

Section 6.17 Maintenance of Debt Ratings. Use commercially reasonable efforts to maintain Debt Ratings (but no specific ratings)

from any two of Moody’s, S&P and Fitch.

Section 6.18 Further Assurances. Execute any and all further documents,

financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent

or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or

priority of any such Lien, all at the expense of the Credit Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon the reasonable request of the Administrative Agent, evidence reasonably satisfactory to the

Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

Section 6.19 Post Closing Obligations. Each of the Credit Parties shall satisfy

the requirements set forth on Schedule 6.19 on or before the date specified for such requirement in such Schedule or such later date to be determined by the Administrative Agent in its reasonable discretion.

ARTICLE VII.

NEGATIVE COVENANTS

Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in

cash and the Commitments have terminated, the Borrower will not, and (in the case of each of the following other than Section 7.14) will not permit any of its Subsidiaries (excluding Klӧckner and its Subsidiaries

prior to the Control Date) to:

Section 7.1 Indebtedness. Create, incur or assume any Indebtedness except:

(a) the Obligations;

(b)

Indebtedness and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes;

(c) Indebtedness existing on the Effective Date and, to the extent the individual principal amount of such Indebtedness is in excess of

$10,000,000, listed on Schedule 7.1, and any Permitted Refinancing thereof;

(d) Indebtedness incurred in

connection with Capital Lease Obligations and purchase money Indebtedness in an aggregate amount not to exceed at any time outstanding the greater of (x) $150,000,000 and (y) 25.0% of Consolidated EBITDA for the most recent Test Period;

(e) (x) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in

connection with an Investment permitted pursuant to Section 7.3, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the

acquisition of such assets, (ii) neither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges or amalgamates with or that acquires the assets of such Person or that is a Subsidiary of such

acquired Person at the time of such acquisition) shall have any liability or other obligation with respect to such Indebtedness and (iii) the Consolidated Total Leverage Ratio would not be greater than 4.05 to 1.00 on a Pro Forma Basis after

giving effect to such Indebtedness and (y) any Permitted Refinancing thereof;

(f) Guarantee obligations with respect to Indebtedness

permitted pursuant to Sections 7.1(a) through (e), (i), (j), (k), (m), (n), (o), (p), (q), (s), (u) and (x) (provided that, except

with respect to clauses (b), (j) and (u) (solely with respect to the Guarantee by the Borrower of the Klöckner German Syndicated Loan), if the Indebtedness incurred pursuant to any such Section is

incurred by a Non-Guarantor Subsidiary, then the Guarantee obligations permitted under this Section 7.1(f) with respect thereto shall be limited to Guarantee obligations of Non-Guarantor Subsidiaries);

(g) unsecured intercompany Indebtedness:

(i) owed by any Credit Party to another Credit Party;

(ii) owed by any Credit Party to any Non-Guarantor Subsidiary (provided that

such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent);

(iii) owed by any Non-Guarantor Subsidiary to any other

Non-Guarantor Subsidiary;

(iv) owed by any

Non-Guarantor Subsidiary to any Credit Party to the extent permitted pursuant to Section 7.3(a)(vi); and

(v) in connection with any Permitted Reorganization (provided that such Indebtedness shall be subordinated to the

Obligations in a manner reasonably satisfactory to the Administrative Agent);

(h) Indebtedness arising from the honoring by a bank or

other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business;

(i) (x) Indebtedness (any such Indebtedness incurred in reliance on this clause (i)(x), “Ratio

Debt”) of the Borrower and/or any of its Subsidiaries that is either unsecured or secured on a basis junior to the Liens securing the Obligations by Liens permitted pursuant to Section 7.2(q); provided that

(i)(x)(1) in the case of Indebtedness secured on a basis junior to the Liens securing the Obligations by Liens permitted pursuant to Section 7.2(q), (I) the Consolidated Secured Leverage Ratio for the Test Period

most recently ended prior to (subject to Section 1.10) the incurrence of such additional Indebtedness, calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness, would not be

greater than (A) 3.20 to 1.00 or (B) if the proceeds of such Indebtedness will be used to finance a Permitted Acquisition or similar Investment in the nature of an acquisition, the greater of 3.20 to 1.00 and the Consolidated Secured

Leverage Ratio immediately prior to giving effect to the consummation of such Permitted Acquisition or such similar Investment and (II) the Additional Debt Representative shall enter into a Second Lien Intercreditor Agreement and (2) in

the case of unsecured Indebtedness, the Consolidated Total Leverage Ratio for the Test Period most recently ended prior to (subject to Section 1.10) the incurrence of such additional Indebtedness, calculated on a Pro Forma

Basis after giving effect to the incurrence of such additional Indebtedness, would not be greater than (A) 4.05 to 1.00 or (B) if the proceeds of such Indebtedness will be used to finance a Permitted Acquisition or similar Investment in

the nature of an acquisition, the greater of 4.05 to 1.00 and the Consolidated Total Leverage Ratio immediately prior to giving effect to the consummation of such Permitted Acquisition or such similar Investment and (y) the Administrative Agent

shall have received satisfactory written evidence thereof, (ii) such Indebtedness will not have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any Class of Loans outstanding at the time

such Indebtedness is incurred (provided that this clause (ii) shall not apply to Ratio Debt (x) in the form of Extendable Bridge Loans/Interim Debt or (y) with an aggregate principal amount (together with

all other Indebtedness incurred in reliance on such basket) not in excess of the Inside Maturity Basket), (iii) such Indebtedness shall have a maturity date that is at least 91 days after the latest Maturity Date at the time such Indebtedness

is incurred (provided that this clause (iii) shall not apply to Ratio Debt (x) in the form of Extendable Bridge Loans/Interim Debt or (y) with an aggregate principal amount (together with all other

Indebtedness incurred in reliance on such basket) not in excess of the Inside Maturity Basket), (iv) such Indebtedness shall not be guaranteed by any Person other than the Subsidiary Guarantors (unless such Person joins the applicable Security

Documents as a Subsidiary Guarantor) or be secured by any collateral other than the Collateral (unless such collateral is subjected to the applicable Security Documents), (v) such Indebtedness shall be on terms and conditions (other than with

respect to pricing, premiums, fees, rate floors, discounts, and optional prepayment or redemption provisions) substantially identical to or (taken as a whole) not materially less favorable to the Borrower than the terms and conditions of the Loan

Documents (when taken as a whole), except for covenants or

other provisions applicable only to periods after the latest Maturity Date at the time of the incurrence of such Indebtedness, in the good faith determination of the Borrower and (vi) the

aggregate principal amount of any such Indebtedness incurred by Non-Guarantor Subsidiaries pursuant to this Section 7.1(i) and Section 7.1(o) below shall not

exceed at any time outstanding the greater of (A) $150,000,000 and (B) 25.0% of Consolidated EBITDA for the most recent Test Period and (y) and Permitted Refinancings thereof;

(j) Indebtedness (including reimbursement obligations with respect to warehouse receipts and similar instruments) under indemnities,

warranties, performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations, completion guarantees or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and

reimbursement obligations in respect of any of the foregoing;

(k) Indebtedness of Non-Guarantor

Subsidiaries in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $180,000,000 and (y) 30.0% of Consolidated EBITDA for the most recent Test Period;

(l) unsecured Indebtedness consisting of promissory notes issued to current or former officers, directors and employees (or their respective

family members, estates or trusts or other entities for the benefit of any of the foregoing) of the Borrower or its Subsidiaries to purchase or redeem Equity Interests or options of the Borrower permitted pursuant to

Section 7.6(g) in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $15,000,000 and (y) 2.5% of Consolidated EBITDA;

(m) other Indebtedness of any Credit Party or any Subsidiary thereof in an aggregate principal amount not to exceed at any time outstanding

the greater of (x) $240,000,000 and (y) 40.0% of Consolidated EBITDA for the most recent Test Period;

(n)

(i)(x) Indebtedness consisting of loans or letters of credit of any Credit Party under the ABL Loan Documents in an aggregate principal amount not to exceed (1) until the Control Date, the greater of (A) $750,000,000 and (B) the

Borrowing Base (as defined in the ABL Credit Agreement) at any time outstanding and (2) after the Control Date, the greater of (A) $1,600,000,000 and (B) the Borrowing Base (as defined in the ABL Credit Agreement) at any time

outstanding and (y) any Permitted Refinancing thereof (which shall be deemed to be a utilization of the amount in clause (x)); provided that, in each case, the agent or lenders party to such refinanced, refunded

or extended Indebtedness agree in writing to be bound by the terms of the ABL Intercreditor Agreement, (ii) Indebtedness owing under Bank Product Agreements or otherwise in connection with Bank Products to the extent constituting ABL

Obligations (as defined in the ABL Intercreditor Agreement) and (iii) Indebtedness in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other cash management and similar

arrangements in the ordinary course of business;

(o) (x) Indebtedness of the Borrower and/or any of its Subsidiaries that is either

unsecured or secured on a basis junior to the Liens securing the Obligations by Liens permitted pursuant to Section 7.2(q) in an aggregate principal amount not to exceed at any one time outstanding the Fixed Incremental

Basket less (A) the aggregate principal amount of (without duplication) Incremental Loan Commitments and Incremental Loans incurred under the Fixed Incremental Basket and (B) the amount of Indebtedness incurred pursuant to

Section 7.1(q) pursuant to the Fixed Incremental Basket; provided that the following conditions are satisfied:

(i) such Indebtedness shall have a maturity date that is at least 91 days after the latest Maturity Date at the time such

Indebtedness is incurred (provided that this clause (i) shall not apply to Indebtedness (x) in the form of Extendable Bridge Loans/Interim Debt or (y) with an aggregate principal amount (together with all

other Indebtedness incurred in reliance on such basket) not in excess of the Inside Maturity Basket);

(ii) such Indebtedness shall not be subject to scheduled amortization prior

to maturity (provided that this clause (ii) shall not apply to Indebtedness (x) in the form of Extendable Bridge Loans/Interim Debt or (y) with an aggregate principal amount (together with all other

Indebtedness incurred in reliance on such basket) not in excess of the Inside Maturity Basket);

(iii) such Indebtedness

shall not be guaranteed by any person other than the Subsidiary Guarantors (unless such person joins the applicable Security Documents as a Subsidiary Guarantor) or be secured by any collateral other than the Collateral (unless such collateral is

subjected to the applicable Security Documents);

(iv) such Indebtedness shall be on terms and conditions (other than with

Documents (when taken as a whole), except for covenants or other provisions applicable only to periods after the latest Maturity Date at the time of incurrences of such Indebtedness, in the good faith determination of the Borrower; and

(vi) the aggregate principal amount of any such Indebtedness incurred by Non-Guarantor

Subsidiaries pursuant to this Section 7.1(o) and Section 7.1(i) shall not exceed at any time outstanding the greater of (x) $150,000,000 and (y) 25.0% of Consolidated EBITDA for the most

recent Test Period; and

(y) any Permitted Refinancing thereof (which shall be deemed a utilization of the amount in

clause (x));

(p) Indebtedness constituting a Permitted Refinancing of all or any portion of the Loans;

provided that (i) any such Indebtedness in the form of loans or other credit facilities shall be unsecured or, if such Indebtedness is secured, it shall constitute debt securities and shall be secured on a pari passu basis with

the Obligations by Liens permitted pursuant to Section 7.2(s), (ii) such Indebtedness will not have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any Class of

Loans outstanding at the time such Indebtedness is incurred and such Indebtedness shall not mature prior to the date that is 91 days after the latest Maturity Date in effect at the time such Indebtedness is incurred, (iii) if such Indebtedness

is secured, the agent or lenders party to such Indebtedness execute and deliver to the Administrative Agent the Equal Priority Intercreditor Agreement (or become a party to such agreement if it is already in effect) and become party to the other

Intercreditor Agreements to the extent then in effect and (iv) the other terms and conditions of such Indebtedness (excluding pricing, premiums, fees, rate floors, discounts, and optional prepayment or redemption terms) are substantially

identical to, or less favorable to the investors providing such Indebtedness, than those applicable to the Credit Facility (except for covenants or other provisions applicable only to periods after the date that is 91 days after the latest Maturity

Date in effect at the time such Indebtedness is incurred) as certified by a Responsible Officer of the Borrower;

(q)

(x) Indebtedness of any Credit Party (“Incremental Equivalent Debt”) that is secured on a pari passu basis with the Liens securing the Obligations by Liens permitted pursuant to Section 7.2(z) in the

form of notes or loans (or commitments and Guarantees in respect of the foregoing) in an aggregate principal amount not to exceed at any one time outstanding the sum of (1) the Fixed Incremental Basket, less (A) the aggregate

principal amount of (without duplication) Incremental Loan Commitments and Incremental Loans incurred under the Fixed Incremental Basket and (B) the aggregate principal amount of Indebtedness incurred pursuant to

Section 7.1(o), plus (2) the amount permitted to be incurred pursuant to the Ratio Incremental Basket, plus (3) the amount permitted to be incurred pursuant to

Section 3.13(a)(i)(C), less the aggregate principal amount of (without duplication) any Incremental Loan Commitments and Incremental Loans incurred thereunder; provided that the following conditions are

satisfied:

(i) subject to Section 1.10, no Event of Default shall have occurred and be

continuing or would be caused by the incurrence of such Indebtedness;

(ii) if the Ratio Incremental Basket is being utilized, the Administrative

Agent shall have received an officer’s certificate signed by a Responsible Officer of the Borrower demonstrating that the Consolidated First Lien Leverage Ratio for the Test Period most recently ended prior to (subject to

Section 1.10) the incurrence of such additional Indebtedness will be no greater than 2.70 to 1.00 or, to the extent the proceeds of such Indebtedness will be used to finance a Permitted Acquisition or similar Investment in

the nature of an acquisition permitted under this Agreement, the greater of (x) 2.70 to 1.00 and (y) the Consolidated First Lien Leverage Ratio immediately prior to giving effect to the consummation of such Permitted Acquisition or similar

Investment (in each case, calculated on a Pro Forma Basis after giving effect to the incurrence of such additional Indebtedness and the use of proceeds thereof (and assuming the full amount of any Incremental Revolving Commitment and any Incremental

Equivalent Debt, in each case, being established or incurred, as applicable, at such time is fully funded or drawn, as applicable, and without netting the cash proceeds thereof), but without giving effect to any amount incurred simultaneously under

the Fixed Incremental Basket and/or under Section 3.13(a)(i)(C));

(iii) such Indebtedness will

not have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any Class of Loans outstanding at the time such Indebtedness is incurred or a maturity date earlier than the latest Maturity Date then

in effect, in each case, at the time such Incremental Equivalent Debt is issued; provided that this clause (iii) shall not apply to such Indebtedness (x) in the form of Extendable Bridge Loans/Interim Debt or

(y) with an aggregate principal amount (together with all other Indebtedness and Incremental Loans incurred in reliance on such basket) not in excess of the Inside Maturity Basket;

(iv) such Indebtedness shall not be guaranteed by any Person other than the Credit Parties (unless such Person joins the

applicable Security Documents as a Credit Party) or be secured by any collateral other than the Collateral (unless such collateral is subjected to the applicable Security Documents);

(v) except as otherwise provided in this Section 7.1(q), such Indebtedness shall be on terms and

conditions (other than with respect to pricing, premiums, fees, rate “floors”, discounts and optional prepayment or redemption provisions) substantially identical to or (taken as a whole) not materially less favorable to the Borrower

than the terms and conditions of the Loan Documents (when taken as a whole), except for (x) covenants or other provisions applicable only to periods after the latest Maturity Date at the time of incurrences of such Indebtedness,

(y) covenants and other provisions added for the benefit of the existing Loans or (z) financial maintenance covenants that are included solely for the benefit of any revolving Indebtedness (it being understood and agreed that to the extent

such Indebtedness contains any such more-restrictive term or provision, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added for the benefit of the existing Loans and, other

than terms or provisions customarily provided only to term loans, any existing Incremental Revolving Facility); and

(vi)

such Indebtedness shall be subject to (x) the Equal Priority Intercreditor Agreement and (y) each other Intercreditor Agreement then in effect; and

(y) Permitted Refinancings thereof (which shall be deemed a utilization of the amount

in clause (x));

(r) 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;

(s) (i) the 2033 Senior Secured

Notes in an aggregate principal amount not to exceed $700,000,000 and (ii) any Permitted Refinancing thereof;

(t) unsecured

intercompany Indebtedness between the Borrower and any of its Subsidiaries required to effect the Klöckner Acquisition or the terms of the BCA and the Offer Document (in each case, as determined by the Borrower in good faith);

(u) Indebtedness of Klöckner and its Subsidiaries existing on the Acquisition Closing Date or incurred after the Acquisition Closing Date

and prior to the Control Date to the extent not prohibited by the BCA or the Offer Document, and any Permitted Refinancing thereof;

(v)

Indebtedness with respect to customer advances or prepayments made in the ordinary course of business as determined in accordance with GAAP;

(w) Indebtedness consisting of (i) the financing of insurance premiums,

(ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business or (iii) obligations to pay the deferred

purchase price of goods or services or progress payments in connection with such goods and services; provided that, in the case of clause (iii), 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;

(x) the BDC Loan Facility and any Permitted Refinancing thereof;

(y) intercompany cash management and cash pooling arrangements in the ordinary course of business;

(z) Guarantee obligations by the Borrower or any of its Subsidiaries with respect to obligations of BidCo pursuant to the Domination

Agreement; and

(aa) Indebtedness in respect of the Klöckner Intercompany Loan in an aggregate outstanding principal amount not to

exceed €200,000,000.

Section 7.2 Liens. Create, incur, assume or suffer to exist any Lien on or with respect to any of

its, or any of its Subsidiaries’, Property, whether now owned or hereafter acquired, except:

(a) Liens created pursuant to the Loan

Documents;

(b) Liens in existence on the Effective Date and, to the extent the individual principal amount of the Indebtedness or other

obligation secured by such Lien is in excess of $10,000,000, described on Schedule 7.2, and any replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with any

refinancing, refunding, renewal or extension of Indebtedness pursuant to Section 7.1(c) (solely to the extent that such Liens were in existence on the Effective Date and described on

Schedule 7.2)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Effective

Date, except for products and proceeds of the foregoing;

Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or overdue by more than 45 days (or, with respect to real estate Taxes, any longer period before delinquency) or (ii) in respect of which the

underlying taxes, assessments, or charges or levies are the subject of Permitted Protests;

(d) the claims of materialmen, mechanics,

carriers, warehousemen, processors, custom brokers, freight forwarders and common carriers or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) are not overdue for a period of more than

45 days, or if more than 45 days overdue, no action has been taken to enforce such Liens and such Liens are being contested in good faith and by appropriate procedures if adequate reserves are maintained to the extent required by GAAP and

(ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries;

(e) deposits, pledges or other charges made in the ordinary course of business in connection with, or to secure payment of, obligations under

workers’ compensation, unemployment insurance, general liability or product liability insurance, pension liabilities (Altersteilzeitverpflichtungen) pursuant to § 8a German Partial Retirement Act (Altersteilzeitgesetz)

or in connection with time credits (Wertguthaben) pursuant to § 7e German Social Code IV (Sozialgesetzbuch IV) and other types of social security or similar legislation, or to secure the performance of bids, trade contracts

and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case, so

long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof;

(f) Liens on owned or leased real property, including encumbrances in the nature of (i) zoning restrictions, easements and rights or

restrictions of record on the use of real property, (ii) securities to public utilities or to any municipalities or Governmental Authorities or other public authority when required by the utility, municipality or Governmental Authorities or

other public authority in connection with the supply of services or utilities to the Credit Parties and (iii) minor defects or irregularities in title, in each case, which do not materially detract from the value of such property or materially

impair the use thereof in the ordinary conduct of business;

(g) Liens arising from the filing of precautionary UCC financing statements

relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the Borrower and its Subsidiaries;

(h) Liens securing Indebtedness permitted under Section 7.1(d); provided that (i) such Liens shall be

created within 270 days of the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness and (iii) the

principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease

(as applicable);

(i) Liens securing judgments, writs, orders or decrees not constituting an Event of Default under

Section 8.1(l) or securing appeal or other surety bonds relating to such judgments;

(j) Liens on Property

(i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of the Borrower or any of its Subsidiaries existing at the time such tangible property or tangible

assets are purchased or otherwise acquired by the Borrower or such Subsidiary pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and

(ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to the assets acquired (or the assets of the Subsidiary

acquired), (C) such Liens do not attach to any other Property of the Borrower or any of its Subsidiaries and (D) the Indebtedness secured by such Liens is permitted under Section 7.1(e);

(k) Liens on assets of Non-Guarantor Subsidiaries;

provided that such Liens secure only Indebtedness incurred by such Non-Guarantor Subsidiary pursuant to Section 7.1(c), (e), (k), (m), (u) or

(x);

(l) (i) Liens of a collecting bank arising in the ordinary course of business under

Section 4-210 of the UCC in effect in the relevant jurisdiction (or Section 4-208 of the UCC in effect in the State of New York), (ii) Liens arising under

the general terms and conditions (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) in relation to bank accounts held in Germany and (iii) Liens of any depositary bank in connection with statutory, common law and

contractual rights of set-off and recoupment with respect to any deposit account of the Borrower or any Subsidiary thereof;

(m) (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements

with such landlord and (ii) contractual Liens of suppliers (including sellers of goods), service providers or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;

(n) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement

entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its

Subsidiaries or (ii) secure any Indebtedness;

(o) other Liens securing Indebtedness or other obligations in an aggregate amount not

to exceed at any time outstanding the greater of (x) 240,000,000 and (y) 40.0% of Consolidated EBITDA for the most recent Test Period;

(p) Liens securing (x) Indebtedness under the ABL Loan Documents or any Permitted Refinancing thereof incurred pursuant to

Section 7.1(n)(i), (y) obligations in respect of Bank Products incurred pursuant to Section 7.1(n)(ii) (provided that, in each case of clauses (x) and

(y), such Liens are subject to the terms of the ABL Intercreditor Agreement) and (z) obligations pursuant to Section 7.1(n)(iii);

(q) Liens securing Indebtedness permitted pursuant to Section 7.1(i) or (o); provided that, in each

case, such Liens are subordinated to the Liens securing the Obligations in accordance with, and are otherwise subject to the terms of, the Second Lien Intercreditor Agreement and are subject to the terms of the ABL Intercreditor Agreement to the

extent then in effect;

(r) Liens securing cash management services or to implement cash pooling arrangements in the ordinary course of

business;

(s) Liens securing Indebtedness incurred pursuant to Section 7.1(p); provided that such Liens

are subject to the terms of the applicable Intercreditor Agreements;

(t) Liens securing Indebtedness incurred pursuant to

Section 7.1(f) (solely to the extent the Indebtedness guaranteed pursuant to Section 7.1(f) is itself permitted to be secured pursuant to another provision of this

Section 7.2);

(u) Liens arising out of conditional sale, title retention, extended retention of title

(verlängerter Eigentumsvorbehalt), consignment or similar arrangements for the sale of goods;

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(v) Liens required to be granted under mandatory law in favor of creditors as a consequence

of a merger or a conversion permitted under this Agreement pursuant to §§ 22, 204 of the UmwG or section 303 of the German Stock Corporation Act (Aktiengesetz);

(w) 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;

(x) Liens on

cash, Cash Equivalents or marketable securities delivered to a counterparty to secure any liabilities in respect of Commodity Hedges (as defined in the ABL Credit Agreement) in an amount not to exceed $15,000,000 at any one time outstanding;

(y) Liens arising in connection with Permitted Supply Chain Financings (as defined in the ABL Credit Agreement);

(z) Liens securing Incremental Equivalent Debt and Indebtedness incurred pursuant to Section 7.1(s); provided

that such Liens are subject to (x) the Equal Priority Intercreditor Agreement and (y) each other Intercreditor Agreement then in effect;

(aa) Liens securing Indebtedness incurred pursuant to Section 7.1(r);

(bb) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments permitted by

this Agreement; provided that such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not

any obligation in connection with margin financing or otherwise; and

(cc) (i) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection and (ii) Liens encumbering reasonably customary initial deposits and margin deposits attaching to commodity trading accounts or other brokerage

accounts incurred in the ordinary course of business and not for speculative purposes.

Notwithstanding anything to the contrary herein,

the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Indebtedness for borrowed money on more than 65.0% of the total issued and outstanding Equity Interests of BidCo

Holdco, BidCo or Klӧckner, in each case unless the Obligations are secured by the applicable Equity Interests in excess of such amount on at least an equal and ratable basis.

Section 7.3 Investments. Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions), directly

or indirectly, any Equity Interests, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, all or substantially all of the business or

assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property

in, any other Person (all the foregoing, “Investments”) except:

(a) (i) Investments existing on the Effective Date in

Subsidiaries existing on the Effective Date;

(ii) Investments existing on, or pursuant to legally binding written

commitments in existence on, the Effective Date and, to the extent the individual amount of such Investment is in excess of $10,000,000, described on Schedule 7.3, and, in each case, any extensions or renewals thereof, so

long as the amount of any such Investment is not increased unless otherwise permitted by this Section 7.3;

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(iii) Investments by any Credit Party in any other Credit Party;

(iv) Investments by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;

(v) Investments by any

Non-Guarantor Subsidiary in any Credit Party; and

(vi) Investments by any Credit

Party in any Non-Guarantor Subsidiary in an aggregate amount not to exceed at any time outstanding (A) the greater of (x) $120,000,000 and (y) 20.0% of Consolidated EBITDA for the most recent

Test Period, less (B) the aggregate amount of outstanding Investments made pursuant to Section 7.3(e)(iii), less (C) the aggregate amount of Asset Dispositions made pursuant to

Section 7.5(h); provided that any Investments in the form of loans or advances made by any Credit Party to any Non-Guarantor Subsidiary pursuant to this

Section 7.3(a)(vi) shall be evidenced by a promissory note and shall be pledged and delivered to the Administrative Agent or its agent to the extent required pursuant to the Security Documents;

(b) Investments in cash and Cash Equivalents;

(c) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by

Section 7.2;

(d) Hedge Agreements and Bank Product Agreements permitted pursuant to

Section 7.1;

(e) Investments by the Borrower or any Subsidiary thereof in the form of:

(i) acquisitions of Klöckner Equity Interests in connection with the Klöckner Acquisition Transactions (including any

acquisition of Klöckner Equity Interests pursuant to the provisions of the Domination Agreement);

(ii) Permitted

Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a part of the Borrower or a Subsidiary Guarantor or becomes (whether or not such Person is a Wholly-Owned Subsidiary) a Subsidiary Guarantor in the manner

contemplated by Section 6.14; and

(iii) Permitted Acquisitions to the extent that any Person or

Property acquired in such acquisition does not become a Subsidiary Guarantor or a part of a Subsidiary Guarantor in an aggregate amount at any time outstanding not to exceed (A) the greater of (x) $120,000,000 and (y) 20% of

Consolidated EBITDA for the most recent Test Period less (B) the aggregate amount of outstanding Investments made pursuant to Section 7.3(a)(vi);

(f) Investments in the form of loans and advances to officers, directors and employees of the Borrower or any of its Subsidiaries in the

ordinary course of business in an aggregate amount not to exceed at any time outstanding the greater of (x) $30,000,000 and (y) 5.0% of Consolidated EBITDA for the most recent Test Period;

(g) Investments in the form of Restricted Payments permitted pursuant to Section 7.6;

(h) Guarantee obligations permitted pursuant to Section 7.1;

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(i) Investments in joint ventures in an aggregate amount not to exceed at any time

outstanding the greater of (x) $120,000,000 and (y) 20.0% of Consolidated EBITDA for the most recent Test Period;

(j) loans

under the 401(k) plans of the Borrower;

(k) Investments in an aggregate amount not to exceed at any time outstanding the sum of

(A) the greater of (x) $210,000,000 and (y) 35.0% of Consolidated EBITDA for the most recent Test Period, (B) unused amounts reallocated from Section 7.6(d) (which amounts so reallocated shall reduce

availability under such Section 7.6(d) on a dollar-for-dollar basis) and (C) unused amounts reallocated from

Section 7.9(b)(v) (which amounts so reallocated shall reduce availability under such Section 7.9(b)(v) on a

dollar-for-dollar basis);

(l) other Investments in an

aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this Section 7.3(l);

(m) additional Investments; provided that (i) no Event of Default has occurred and is continuing or would result therefrom and

(ii) the Consolidated First Lien Leverage Ratio calculated on a Pro Forma Basis after giving effect thereto shall be no greater than 2.45 to 1.00; and

(n) extension of trade credit by the Borrower or any Subsidiary to its customer(s) on usual and customary terms, in the ordinary course of

business in connection with a sale of inventory or rendition of services, in each case on open account terms;

(o) investments in any

Special Purpose Finance Subsidiary in the form of cash or Cash Equivalents to be applied to the payment of (or held for future payment of) interest and/or premiums with respect to Indebtedness incurred by such Special Purpose Finance Subsidiary;

(p) (i) any Investment (including, for the avoidance of doubt, joint ventures) held by any Person acquired by, or merged into or

consolidated or amalgamated with, the Borrower or any Subsidiary after the Effective Date, in each case pursuant to a Permitted Acquisition or other permitted Investment after the Effective Date to the extent that such Investments of such Person

were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation and (ii) any Investment by

Klöckner and its Subsidiaries existing on the Control Date to the extent not prohibited by the BCA or the Offer Document, and, in each case, any extensions or renewals thereof, so long as the amount of any such Investment is not increased

unless otherwise permitted by this Section 7.3;

(q) any Investment made in connection with any Permitted

Reorganization;

(r) intercompany cash management and cash pooling arrangements in the ordinary course of business;

(s) intercompany Investments in Klöckner Foreign Subsidiaries if Indebtedness or commitments under the Klöckner Europe ABS Facility

and/or the Klöckner German Syndicated Loan, in each case, existing immediately prior to the Control Date is terminated, in an aggregate amount not to exceed the amount of Indebtedness and/or commitments terminated (including, for the avoidance

of doubt, any partial termination of such Indebtedness and/or commitments);

(t) Investments pursuant to the Klöckner Intercompany

Loan in an aggregate outstanding principal amount not to exceed €200,000,000;

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(u) Investments (including debt obligations) received in the ordinary course of business by

the Borrower or any Subsidiary in connection with the bankruptcy or reorganization of suppliers, customers and other Persons and in settlement of delinquent obligations of, and other disputes with, suppliers, customers and other Persons arising out

of the ordinary course of business;

(v) Investments consisting of (i) accounts receivables incurred in the ordinary course of

business and consistent with past practice, (ii) negotiable instruments held for collection in the ordinary course of business and consistent with past practice, (iii) lease, utility and other similar deposits in the ordinary course of

business, (iv) securities of trade creditors or customers that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade

creditors or customers and (v) non-cash consideration received in connection with Asset Dispositions permitted by Section 7.5;

(w) Investments in BidCo, BidCo Holdco, Klöckner or any of its Subsidiaries required to be made pursuant to the provisions of the

Domination Agreement; and

(x) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection

or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices.

For purposes of determining the amount of

any Investment outstanding for purposes of this Section 7.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the

value of such Investment) less any amount realized in respect of such Investment upon the sale, collection or return of capital in respect thereof (not to exceed the original amount invested).

Section 7.4 Fundamental Changes. Merge, amalgamate, consolidate or enter into any similar combination with (including by

division), or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve

itself (or suffer any liquidation or dissolution) except:

(a) (i) subject to Section 7.14, any Wholly-Owned

Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged,

amalgamated or consolidated with or into any Wholly-Owned Subsidiary Guarantor (provided that the Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or

surviving entity shall become a Wholly-Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.14 in connection therewith);

(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or

consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be

merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;

(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to

the Borrower (subject to Section 7.14) or any Wholly-Owned Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the

consideration for such disposition shall not exceed the fair market value of such assets;

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(d) (i) any Non-Guarantor Subsidiary that is a

Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any Wholly-Owned Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any Wholly-Owned Non-Guarantor Subsidiary that is a Domestic Subsidiary; and

(e) any Wholly-Owned Subsidiary of the

Borrower or any Wholly-Owned Subsidiary of a Wholly-Owned Subsidiary of the Borrower may merge or amalgamate with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including

any Permitted Acquisition permitted pursuant to Section 7.3(e)); provided that, in the case of any merger or amalgamation involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Wholly-Owned

Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Wholly-Owned Subsidiary Guarantor and the Borrower shall comply with

Section 6.14 in connection therewith.

Section 7.5 Asset Dispositions. Make any Asset Disposition,

except:

(a) the sale of obsolete, uneconomic, negligible, worn-out or surplus assets no longer

used or usable, necessary or required in the business of the Borrower or any of its Subsidiaries;

(b)

non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the

business of the Borrower and its Subsidiaries;

Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting in any material respect from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any

of its Subsidiaries;

(d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements

of Section 2.5 are complied with in connection therewith;

(e) Asset Dispositions in connection with

transactions permitted by Section 7.4;

(f) Asset Dispositions made to obtain the approval of any antitrust

authority or other regulatory authority necessary to consummate a Permitted Acquisition or similar Investment in the nature of an acquisition;

(g) Asset Dispositions not otherwise permitted pursuant to this Section 7.5; provided that with respect to

any Asset Disposition with a purchase price in an aggregate amount (with respect to any single Asset Disposition or series of related Asset Dispositions) not to exceed the greater of (x) $60,000,000 and (y) 10.0% of Consolidated EBITDA for

the most recent Test Period, (i) subject to Section 1.10, at the time of such Asset Disposition, no Event of Default shall exist or would result from such Asset Disposition and (ii) such Asset Disposition is made

for fair market value and the consideration received shall be no less than 75.0% in cash or Cash Equivalents; provided, however, that for the purposes of this clause (ii), any Designated Non-Cash Consideration received in respect of such Asset Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration

received during the term of this Agreement pursuant to this proviso and not yet converted to cash or Cash Equivalents, not to exceed the greater of (x) $90,000,000 and (y) 15.0% of Consolidated EBITDA for the most recent Test Period, shall

be deemed to be cash;

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(h) Asset Dispositions by any Credit Party to any

Non-Guarantor Subsidiary in an aggregate amount not to exceed (A) the greater of (x) $120,000,000 and (y) 20.0% of Consolidated EBITDA for the most recent Test Period, less (B) the

aggregate amount of outstanding Investments made pursuant to Sections 7.3(a)(vi) and 7.3(e)(iii);

(i) Asset Dispositions by Klöckner and its Subsidiaries on or after the Control Date, consisting of the Becker Group; provided

that the requirements of Section 2.5 are complied with;

(j) Asset Dispositions made in connection with any

Permitted Reorganization;

(k) any Asset Disposition in a single transaction or series of related transactions of any asset or assets

having a fair market value, as determined by a Responsible Officer of the Borrower in good faith, of not more than the greater of (x) $60,000,000 and (y) 10.0% of Consolidated EBITDA for the most recent Test Period as of the date such

Asset Disposition is made (or, at the option of the Borrower, at the time a binding agreement is entered into in respect of such Asset Disposition);

(l) Asset Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements

between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(m) any like-kind exchange

under Section 1031 of the Code and any other substantially concurrent purchase and sale or exchange of assets (other than cash or Cash Equivalents) used or useful in the business of the Borrower and any Subsidiary between the Borrower or any

Subsidiary and another Person; provided that any such sale or exchange is made for fair market value (as determined by the Borrower in good faith); and

(n) the disposition of accounts receivable in connection with a Permitted Supply Chain Financing (as defined in the ABL Credit Agreement).

Section 7.6 Restricted Payments. Declare or pay any dividend on, or make any payment or other distribution on account of, or

purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity Interests of any Credit Party or

any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Equity Interests of any Credit Party or any Subsidiary thereof (all of the foregoing, the “Restricted Payments”);

provided that (x) a payment to an employee, officer or director calculated by reference to the value of an Equity Interest which is not on account of such employee’s, officer’s or director’s holding of an Equity

Interest shall not constitute a Restricted Payment and (y):

(a) the Borrower or any of its Subsidiaries may pay dividends in shares of its

own Qualified Equity Interests;

(b) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Subsidiary

Guarantor (and, if applicable, to other holders of its outstanding Qualified Equity Interests of the class in respect of which such Restricted Payments are being paid on a pro rata basis);

to other holders of its outstanding Equity Interests of the class in respect of which such Restricted Payments are being paid on a ratable basis);

(d) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower or any of its Subsidiaries may make

Restricted Payments in an aggregate amount in any Fiscal Year not to exceed (A) the greater of (x) $60,000,000 and (y) 10.0% of Consolidated EBITDA for the most recent Test Period less (B) the aggregate amount of

outstanding Investments made pursuant to Section 7.3(k)(B) less (C) any amounts applied to pay, prepay, redeemed or acquire for value any Junior Indebtedness under Section 7.9(b)(v)(B);

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(e) the Borrower may make Restricted Payments in an aggregate amount equal to the portion,

if any, of the Available Amount on such date that the Borrower elects to apply to this Section 7.6(e); provided that Restricted Payments may be made pursuant to this Section 7.6(e) only if

(i) no Event of Default has occurred and is continuing or would result therefrom and (ii) in the case that clause (a) or (b) of the definition of Available Amount is being utilized, the Consolidated

Total Leverage Ratio calculated on a Pro Forma Basis shall be no greater than 3.80 to 1.00;

(f) 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 of the Borrower and its Subsidiaries that is otherwise permitted hereunder;

and

(g) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may declare and make

Restricted Payments to redeem, retire or otherwise acquire shares of its Equity Interests or options or other equity or phantom equity in respect of its Equity Interests from present or former officers, employees, directors or consultants (or their

family members or trusts or other entities for the benefit of any of the foregoing) or make severance payments (to the extent such severance payments constitute Restricted Payments) to such Persons in connection with the death, disability or

termination of employment or consultancy of any such officer, employee, director or consultant (i) to the extent that such purchase is made with the Net Cash Proceeds of any offering of Qualified Equity Interests of or capital contributions to

the Borrower or (ii) otherwise in an aggregate amount in any Fiscal Year not to exceed (x) $10,000,000 plus (y) the value of any shares of its Equity Interests surrendered by any such present or former officers, employees,

directors or consultants (or their family members or trusts or other entities for the benefit of any of the foregoing), or otherwise withheld by the Borrower, in connection with any tax obligation of such present or former officers, employees,

directors or consultants (or their family members or trusts or other entities for the benefit of any of the foregoing) (or the payment thereof by any Credit Party or any Subsidiary), with unused amounts in any Fiscal Year being permitted to be

carried over to the next succeeding Fiscal Year; provided, however, that such amount in any Fiscal Year may be increased by an amount not to exceed:

(i) the cash proceeds received by any Credit Party or any Subsidiary from the sale of Equity Interests of the Borrower to

officers, employees, directors or consultants of any Credit Party or any Subsidiary that occurs after the Effective Date and during such Fiscal Year; plus

(ii) the cash proceeds of key man life insurance policies received by the Borrower or any other Credit Party or Subsidiary

after the date hereof and during such Fiscal Year;

(h) Restricted Payments; provided that (i) no Event of Default has

occurred and is continuing or would result therefrom and (ii) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis after giving effect thereto shall be no greater than 2.55 to 1.00;

(i) 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;

(j) distributions 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;

(k) Restricted Payments made pursuant to the provisions of the Domination Agreement; and

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(l) the payment of any Restricted Payment within 60 days after the date of declaration

thereof, if at the date of declaration such Restricted Payment would have complied with, or not have been prohibited by, this Agreement.

Section 7.7 Transactions with Affiliates. Directly or indirectly enter into any transaction, including any purchase, sale, lease

or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director, holder of any Equity Interests in, or other Affiliate of, the Borrower or any of its Subsidiaries

or (b) any Affiliate of any such officer, director or holder, in each case, in an aggregate amount in any Fiscal Year not to exceed the greater of (x) $60,000,000 and (y) 10.0% of Consolidated EBITDA for the most recent Test Period,

other than:

(i) transactions permitted by Section 7.6;

(ii) transactions existing on the Effective Date and described on Schedule 7.7;

(iii) transactions among (A) Credit Parties or (B) Non-Guarantor

Subsidiaries;

(iv) other transactions in the ordinary course of business on terms as favorable as would be obtained by it

in a comparable arm’s-length transaction with an independent, unrelated third party as determined in good faith by the board of directors (or equivalent governing body) of the Borrower;

(v) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with

their respective officers and employees in the ordinary course of business;

(vi) 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;

(vii) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors,

officers, employees and consultants of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries;

(viii) transactions entered into among Klöckner and its Subsidiaries prior to the Control Date to the extent not

prohibited by the BCA or the Offer Document;

(ix) transactions in connection with any Permitted Reorganization;

(x) transactions in connection with Permitted Supply Chain Financings (as defined in the ABL Credit Agreement);

(xi) any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the board of

directors of the Borrower from an accounting, appraisal or investment banking firm, in each case, of nationally recognized standing, which letter states that such transaction is on terms that are no less favorable to the Borrower or the applicable

Subsidiary, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate;

(xii) with respect to the Borrower or any Subsidiary, any transaction approved by a majority of the members of the board of

directors or similar governing body of the Borrower or such Subsidiary, as applicable, who do not have a material direct or indirect financial interest in or with respect to such transaction; and

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(xiii) transactions between the Borrower or any Subsidiary thereof and

BidCo, BidCo Holdco, Klöckner or any of its Subsidiaries in connection with the consummation of the Klöckner Acquisition Transactions (including to the extent required pursuant to the provisions of the Domination Agreement).

Section 7.8 Accounting Changes; Organizational Documents.

(a) Change its Fiscal Year end or make (without the consent of the Administrative Agent) any material change in its accounting treatment and

reporting practices except as required by GAAP; provided that (i) Klöckner and its Subsidiaries may have a Fiscal Year end that is different than the Borrower unless and until the Borrower elects to change such Fiscal Year end to

match the Borrower’s Fiscal Year end and (ii) Klöckner and its Subsidiaries may transition from IFRS to GAAP.

(b) Amend,

modify or change the articles of incorporation (or corporate charter or other similar organizational documents) or bylaws (or other similar documents) of any Credit Party in any manner materially adverse to the rights or interests of the Lenders.

Section 7.9 Payments and Modifications of Certain Indebtedness.

(a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of the

documentation governing any Junior Indebtedness that constitutes Subordinated Indebtedness or Indebtedness secured by a Lien that is junior in priority to the Lien securing the Obligations in violation of any applicable Intercreditor Agreement or

subordination agreement.

(b) Make any payment or prepayment on, or redeem or acquire for value (including by way of depositing with any

trustee with respect thereto money or securities before due for the purpose of paying when due) any Junior Indebtedness prior to scheduled maturity, except:

(i) refinancings, refundings, renewals, extensions or exchange of any such Indebtedness permitted by

Section 7.1 and by any subordination provisions applicable thereto;

(ii) (x) mandatory

prepayments of Junior Indebtedness in existence on the Effective Date (or in the case of Klöckner and its Subsidiaries, the Control Date) or otherwise made with Declined Proceeds and (y) the payment of regularly scheduled principal,

interest, expenses and indemnities in respect of Indebtedness incurred under Section 7.1 (other than any such payments prohibited by any subordination provisions applicable thereto);

(iii) prepayments of any Junior Indebtedness; provided that (i) no Event of Default has occurred and is continuing

or would result therefrom and (ii) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis shall be no greater than 2.80 to 1.00;

(iv) other payments and prepayments of such Junior Indebtedness in an aggregate amount equal to the portion, if any, of the

Available Amount on such date that the Borrower elects to apply to this Section 7.9(b)(iv); provided that, in the case that clause (a) or (b) of the definition of Available

Amount is being utilized, (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Consolidated Total Leverage Ratio calculated on a Pro Forma Basis shall be no greater than 3.80 to 1.00;

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(v) so long as no Event of Default has occurred and is continuing or would

result therefrom, the Borrower or any of its Subsidiaries may make payments and prepayments of such Junior Indebtedness in an aggregate amount not to exceed (A) the greater of (x) $300,000,000 and (y) 50.0% of Consolidated EBITDA for

the most recent Test Period plus (B) unused amounts reallocated from Section 7.6(d) (which amounts so reallocated shall reduce availability under such Section 7.6(d) on a dollar-for-dollar basis) less (C) the aggregate amount of Investments made pursuant to Section 7.3(k)(B);

(vi) [reserved];

(vii) prepayments and redemptions of Junior Indebtedness within 12 months of the final maturity thereof;

(viii) [reserved];

(ix) refinancings, refundings, renewals, extensions, repayments or prepayments of any Indebtedness of Klöckner and its

Subsidiaries in connection with the consummation of the Klöckner Acquisition Transactions (including to the extent required pursuant to the provisions of the Domination Agreement); and

(x) payments and prepayments with respect to the Klöckner Europe ABS Facility and the Klöckner German Syndicated

Loan.

Section 7.10 No Further Negative Pledges; Restrictive Agreements. Enter into, assume or be subject to any agreement

prohibiting or otherwise restricting (x) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, to secure the Obligations or (y) the ability of any Subsidiary to make Restricted

Payments or to make or repay loans or advances to the Borrower or any of its Subsidiaries or to Guarantee Indebtedness of the Borrower or any of the Credit Parties, except:

(a) pursuant to this Agreement, any other Loan Document or any Intercreditor Agreement;

(b) pursuant to the ABL Loan Documents, the 2033 Senior Secured Notes Documents and any Incremental Equivalent Debt;

(c) pursuant to any document or instrument governing Indebtedness secured by a Lien permitted by this Agreement (in which case, any

prohibition or limitation shall only be effective against the assets subject to such Lien);

(d) any agreement regarding Indebtedness or

other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.1 (in which case, any prohibition or limitation shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries);

(e) contractual obligations incurred in the ordinary

course of business and on customary terms which limit Liens on the assets subject of the applicable contractual obligation;

(f) customary

provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by this Agreement;

(g) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest;

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(h) customary restrictions and conditions contained in any agreement relating to any Asset

Disposition not prohibited hereunder;

(i) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement

was not entered into in contemplation of such Person becoming a Subsidiary;

(j) restrictions imposed by Applicable Law;

(k) restrictions in any agreement or instrument relating to any Indebtedness permitted to be incurred by this Agreement (i) if the

encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive on the Borrower or its Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith by

the Borrower) or (ii) if such encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower

determines in good faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents;

(l) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(m) restrictions applicable to Klöckner and its Subsidiaries in any agreement entered into prior to the Control Date to the extent not

prohibited by the BCA or the Offer Document; and

(n) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary.

Section 7.11 Nature of Business. Engage in any business other

than the business conducted by the Borrower and its Subsidiaries as of the Effective Date (or, with respect to Klöckner and its Subsidiaries, the Control Date), and or a similar, incidental, complementary, ancillary or related business.

Section 7.12 [Reserved].

Section 7.13 Sale Leasebacks. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or

transfer any Property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other Property which it intends to use for substantially the same purpose or purposes as

the Property being sold or transferred unless (a) the sale or transfer of such Property is permitted by Section 7.5 and (b) any Indebtedness or Liens arising in connection therewith are permitted by

Sections 7.1 and 7.2, as the case may be.

Section 7.14 Limitations on BidCo Holdco and

BidCo. In the case of BidCo Holdco and BidCo:

(a) hold any assets other than (i) Equity Interests of Klöckner or BidCo, as

applicable, and derivatives thereof, (ii) cash and Cash Equivalents held for the purpose of purchasing Equity Interests of Klöckner or BidCo, as applicable, and deposit accounts in which such cash and Cash Equivalents are held,

(iii) minute books and other corporate books and records of BidCo Holdco or BidCo, as applicable, and (iv) other assets reasonably incidental to the foregoing and miscellaneous non-material assets;

(b) have any liabilities other than (i) the liabilities under the Loan Documents or the 2033 Senior Secured Notes Documents,

(ii) tax liabilities arising in the ordinary course of business, (iii) administrative expenses in the ordinary course of business, (iv) transactions expressly permitted pursuant to Sections 7.7(ii) and

(iii) and (v) liabilities arising from the consummation of the Klöckner Acquisition Transactions (including to the extent required pursuant to the provisions of the Domination Agreement); or

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Qualified Equity Interests, (ii) making and consummating the Offer, purchasing Equity Interests of Klöckner or BidCo, as applicable, and entering into and performing its obligations under the BCA and any Domination Agreement, as

applicable, and activities incidental and related thereto, (iii) performing its obligations hereunder or under the 2033 Senior Secured Notes Documents and (iv) other activities or business reasonably incidental to the foregoing.

ARTICLE VIII.

DEFAULT AND

REMEDIES

Section 8.1 Events of Default. Each of the following shall constitute an Event of Default (in each case, excluding

any of the following by, from or including Klӧckner and its Subsidiaries prior to the Control Date):

(a) Default in Payment of

Principal of Loans. The Borrower shall default in any payment of principal of any Loan when and as due (whether at maturity, by reason of acceleration or otherwise).

(b) Other Payment Default. The Borrower or any other Credit Party shall default in the payment when and as due (whether at maturity, by

reason of acceleration or otherwise) of interest on any Loan or the payment of any other Obligation, and such default shall continue for a period of five Business Days.

(c) Misrepresentation. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any

Credit Party or any Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or

misleading in any respect when made or deemed made, or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, any other Loan Document or

in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications shall be incorrect or misleading in any material respect when made or deemed made and, in the case of any such

false or misleading representation, warranty, certification or statement of fact that is capable of being cured, shall remain false or misleading for a period of 30 days after the Borrower or any Subsidiary has knowledge thereof.

(d) Default in Performance of Certain Covenants. Any Credit Party shall default in the performance or observance of (i) any

covenant or agreement contained in Section 6.1 or 6.2(a) and such default shall continue for a period of five days after the earlier of (x) the Administrative Agent’s delivery of written notice thereof to

the Borrower and (y) a Responsible Officer of any Credit Party having obtained knowledge thereof or (ii) any covenant or agreement contained in Section 6.3(a) or 6.4, or Article VII.

(e) Default in Performance of Other Covenants and Conditions. Any Credit Party shall default in the performance or observance of any

term, covenant, condition or agreement contained in this Agreement (other than as otherwise specifically provided for in this Section 8) or any other Loan Document and such default shall continue for a period of 30 days

after the Administrative Agent or the Required Lenders deliver written notice thereof to the Borrower.

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(f) Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall

(i) default in the payment of any Indebtedness (other than the Loans) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess

of the Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any other agreement or condition relating to any

Indebtedness (other than the Loans) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount or contained in

any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or

a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired);

provided that no such event under the ABL Facility shall constitute an Event of Default under this Section 8.1(f) until the earliest to occur of (x) the date that is 30 days after such event or circumstance (but

only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness under the ABL Facility or the termination of any commitment thereunder and (z) the exercise of any remedies by the ABL

Administrative Agent in respect of any Collateral (provided that the following shall not constitute an exercise of remedies: (A) cash sweeps that are permitted pursuant to the terms of the ABL Loan Documents relating to dominion over

bank accounts, (B) the establishment of borrowing base reserves, collateral ineligibles, or other conditions for advances, (C) the changing of advance rates or advance sublimits, (D) the imposition of a default rate or late fee and

(E) the cessation of lending pursuant to the provisions of the ABL Loan Documents, including upon the occurrence of a default on the existence of an overadvance, in each case, so long as the commitments under the ABL Loan Documents have not

been terminated or suspended); provided further that any failure to perform or observe any financial covenant set forth in any document governing Indebtedness shall not constitute an Event of Default under this

Section 8.1(f) unless and until the requisite lenders under the applicable debt facility have actually declared all such obligations to be immediately due and payable in accordance therewith and such declaration has not

been rescinded.

(g) Change in Control. Any Change in Control shall occur.

(h) Voluntary Bankruptcy Proceeding. Any Credit Party or any Material Subsidiary shall (i) commence a voluntary case under any

Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under any Debtor

Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, interim receiver, receiver-manager, custodian, trustee or liquidator of itself or

of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors or (vii) take any corporate action

authorizing any of the foregoing.

(i) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any

Credit Party or any Material Subsidiary in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws or (ii) the appointment of a trustee, receiver, interim receiver, receiver-manager, custodian, liquidator or the

like for any Credit Party or any Material Subsidiary or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of 60 consecutive days, or an

order granting the relief requested in such case or proceeding (including an order for relief under such federal bankruptcy laws) shall be entered.

(j) Failure of Agreements.

(i) Guaranty. The obligation of any Subsidiary Guarantor under the guaranty contained in the Guaranty and Security

Agreement is limited in any material respect or terminated by operation of law or by such Subsidiary Guarantor (other than in accordance with the terms of this Agreement);

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(ii) Security Documents. Subject to

Section 9.9(a), the Agreed Security Principles and the perfection requirements specified in the Loan Documents, any Security Documents or any other Loan Document that purports to create a Lien shall, for any reason, fail or

cease to create a valid and perfected and, other than Permitted Prior Liens, first priority Lien in and upon any material portion of the Collateral, except as a result of a disposition of the applicable Collateral in a transaction permitted under

this Agreement, in each case, except to the extent that any such loss of perfection or priority results from limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application

thereof, or from the Administrative Agent no longer having possession of certificates actually delivered to it representing securities pledged under the Security Documents or a UCC filing (or similar filing under any

non-U.S. law) having lapsed because a UCC continuation statement (or similar filings under any non-U.S. law) was not filed in a timely manner; or

(iii) Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason be declared

to be null and void, or a proceeding shall be commenced by a Credit Party or any of its Subsidiaries, or by any Governmental Authority having jurisdiction over a Credit Party or any of its Subsidiaries, seeking to establish the invalidity or

unenforceability thereof, or a Credit Party shall deny that a material provision of any Loan Document is a legal, valid and binding obligation of such Credit Party.

(k) ERISA Events. The occurrence of any of the following events, which, individually or in the aggregate, results in liability of any

Credit Party in an aggregate amount that would reasonably be expected to result in a Material Adverse Effect: (i) any Credit Party or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any

Pension Plan or Sections 412 or 430 of the Code, any Credit Party or any ERISA Affiliate is required to pay as contributions thereto and such unpaid amounts are in excess of the Threshold Amount, (ii) a Termination Event or (iii) any

Credit Party or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) from any such Multiemployer Plan and the plan sponsor of such

Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding the Threshold Amount.

(l) Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of

any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) to exceed the Threshold Amount shall be entered or issued against any Credit Party or any Subsidiary thereof

by any court and either (i) there is a period of 45 consecutive days at any time after the entry of any such judgment, order or award during which (A) the same is not discharged, satisfied, vacated or bonded pending appeal or (B) a

stay of enforcement thereof is not in effect or (ii) enforcement proceedings are commenced upon such judgment, order, or award.

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Section 8.2 Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default, with the consent of the Required Lenders, the Administrative Agent

may, or upon the request of the Required Lenders, the Administrative Agent shall:

(i) Acceleration; Termination of

Credit Facility. Declare the principal of and interest on the Loans at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents and all other

Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this

Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and the Commitments and any right of the Borrower to request borrowings thereunder; provided that, upon the occurrence of an Event of

Default specified in Section 8.1(h) or (i), the Credit Facility and the Commitments shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand,

declaration, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

(ii) General Remedies. Exercise on behalf of the Secured Parties any or all of its other rights and remedies under this

Agreement, the other Loan Documents and Applicable Law.

(b) During the Certain Funds Period (save in circumstances where, because of the

occurrence of any of the events specified in Section 4.3, a Lender is not obliged to make its Initial Term Loans on the Initial Funding Date), none of the Administrative Agent or the Lenders shall be permitted or entitled

to (or to take any action or threaten to):

(i) cancel any Commitment of any Lender in respect of Initial Term Loans;

(ii) rescind, terminate or cancel this Agreement or the Initial Term Loans or exercise any similar right or remedy or make or

enforce any claim under the Loan Documents or under any Applicable Law it may have or take any other action, in each case, to the extent to do so would or will prevent or limit (A) the making of the Initial Term Loans or (B) the Borrower

from applying the proceeds of Initial Term Loans borrowed on the Initial Funding Date in accordance with Section 5.24;

(iii) in the case of any Lender, refuse or fail to make or participate in the making of Initial Term Loans on the Initial

Funding Date;

(iv) exercise any right of netting, set-off or counterclaim in

respect of the Initial Term Loans to the extent to do so would or will prevent or limit the making of such Initial Term Loans on the Initial Funding Date;

(v) cancel, accelerate, make demand for or cause repayment or prepayment of any amounts owing hereunder to the extent to do so

would or will prevent or limit the making of any Initial Term Loans or which would require the same to be repaid, prepaid or canceled; or

(vi) exercise any other right or remedy or take any other action or make or enforce any claim (in its capacity as Lender) which

would directly or indirectly prevent any Initial Term Loans from being made on the Initial Funding Date;

provided that, immediately upon the

expiration of the Certain Funds Period, all such rights, remedies and entitlements shall, to the extent otherwise permitted, be available to the Administrative Agent and the Lenders notwithstanding that they may not have been used or been available

for use during the Certain Funds Period.

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Section 8.3 Rights and Remedies Cumulative;

Non-Waiver; Etc.

(a) The enumeration of the rights and remedies of the Administrative Agent

and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be

cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the

Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the

exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be

effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

(b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies

hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the

Administrative Agent in accordance with Section 8.2 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (in each case subject to Section 8.2(b)) (a) the

Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights

in accordance with Section 10.4 (subject to the terms of Section 3.6) or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a

proceeding relative to any Credit Party under any Debtor Relief Law; provided further that, if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required

Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.2 and (ii) in addition to the matters set forth in clauses (b) and (c) of the

preceding proviso and subject to Section 3.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 8.4 Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to

Section 8.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account of the Obligations and all net proceeds from the

enforcement of the Obligations shall, subject to the Intercreditor Agreements, be applied by the Administrative Agent as follows:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney

fees, payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations

constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this

clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued

and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in

proportion to the respective amounts described in this clause Fourth payable to them; and

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Last, the balance, if any, after all of the Obligations have been indefeasibly paid

in full, to the Borrower or as otherwise required by Applicable Law or the Intercreditor Agreements.

Section 8.5 Administrative

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan

shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in

such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect

of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable

compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 3.3

and 10.3) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable

on any such claims and to distribute the same;

and any custodian, receiver, interim receiver, receiver-manager, assignee, trustee, liquidator,

sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments

directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative

Agent under Sections 3.3 and 10.3.

Section 8.6 Credit Bidding.

(a) Subject to the Intercreditor Agreements, the Administrative Agent, on behalf of itself and the Lenders, shall have the right to credit bid

and purchase for the benefit of the Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to

Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or

a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law.

(b) Each Lender hereby agrees that, except as otherwise provided in any Loan Document or with the written consent of the Administrative Agent

and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other

similar dispositions of Collateral.

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ARTICLE IX.

THE ADMINISTRATIVE AGENT

Section 9.1 Appointment and Authority.

(a) Each of the Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other

Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are

reasonably incidental thereto. The provisions of this Article (other than Sections 9.6 and 9.9) are solely for the benefit of the Administrative Agent, the Arrangers, the Lenders and their respective Related Parties, and neither the

Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term)

with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is

intended to create or reflect only an administrative relationship between contracting parties.

(b) The Administrative Agent shall also

act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and

enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including to enter into additional Loan Documents or

supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent as “collateral agent” and any co-agents,

sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article IX for

purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the

benefits of all provisions of Articles IX and X (including Section 10.3) (as though such co-agents, sub-agents

and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion

thereof) under any Loan Document.

Section 9.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder

shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise

expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act

as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial advisory, underwriting, capital markets or other business with the Borrower or any Subsidiary or other Affiliate thereof as

if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or to obtain consent of the Lenders with respect thereto.

Section 9.3 Exculpatory Provisions.

(a) The Administrative Agent, the Arrangers and their respective Related Parties shall not have any duties or obligations except those

expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent, the Arrangers and their respective

Related Parties:

(i) shall not be subject to any agency, trust, fiduciary or other implied duties, regardless of whether a

Default or Event of Default has occurred and is continuing;

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(ii) shall not have any duty to take any discretionary action or exercise

any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number

or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may

expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a

forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;

(iii)

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries or Affiliates that

is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity; and

(iv) shall not be required to account to any Lender for any sum or profit received by the Administrative Agent for its own

account.

(b) The Administrative Agent, the Arrangers and their respective Related Parties shall not be liable for any action taken or not

taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the

circumstances as provided in Sections 8.2 and 10.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment.

The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.

(c) The Administrative Agent, the Arrangers and their respective Related Parties shall not be responsible for or have any duty or obligation

to any Lender or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other

document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default

or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be

created by the Security Documents, (v) the value or the sufficiency of any Collateral, (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to

be delivered to the Administrative Agent, or (vii) the validity, sufficiency, enforceability or effectiveness of any Loan Document or other agreement, instrument, document or other Communication executed or transmitted in accordance with

Section 6.2 or 10.16.

Section 9.4 Reliance by the Administrative Agent. The Administrative

Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying or acting upon, any notice, request, certificate, consent, Communication, statement, instrument, document or other writing

(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person, including any certification pursuant to

Section 9.9 or execution or transmission pursuant to Section 6.2 or 10.16. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to

have been made by the proper Person, and shall be fully protected in relying and acting upon such statement or Communication and shall not incur any liability for relying or acting thereon. In determining

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compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is

satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower),

independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender that has signed this Agreement or a

signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender hereunder shall be deemed to have consented to, approved and accepted and shall be deemed satisfied with each document or other

matter required thereunder to be consented to, approved or accepted by such Lender or that is to be acceptable or satisfactory to such Lender.

Section 9.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and

powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such

sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of

the Credit Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of

competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 9.6 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice

of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If

no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the

Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set

forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition

thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such

successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such

removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case

of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor

Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to

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be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent

as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed

Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed

Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor

unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and

Section 10.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions

taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent or relating to its duties as Administrative Agent that are carried out following its retirement or removal, including

any actions taken with respect to acting as collateral agent or otherwise holding any Collateral on behalf of any of the Secured Parties or in respect of any actions taken in connection with the transfer of agency to a replacement or successor

Administrative Agent.

Section 9.7 Non-Reliance on Administrative Agent and Other

Lenders. Each Lender expressly acknowledges that none of the Administrative Agent, the Arrangers or any of their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the

Administrative Agent, the Arrangers or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower and its Subsidiaries or Affiliates shall be deemed to constitute a

representation or warranty of the Administrative Agent, the Arrangers or any of their respective Related Parties to any Lender or any other Secured Party as to any matter, including whether the Administrative Agent, the Arrangers or any of their

respective Related Parties have disclosed material information in their (or their respective Related Parties’) possession. Each Lender expressly acknowledges, represents and warrants to the Administrative Agent and the Arrangers that

(a) the Loan Documents set forth the terms of a commercial lending facility, (b) it is engaged in making, acquiring, purchasing or holding commercial loans in the ordinary course and is entering into this Agreement and the other Loan

Documents to which it is a party as a Lender for the purpose of making, acquiring, purchasing and/or holding the commercial loans set forth herein as may be applicable to it, and not for the purpose of investing in the general performance or

operations of any Credit Party or its Subsidiaries or Affiliates or for the purpose of making, acquiring, purchasing or holding any other type of financial instrument such as a security, (c) it is sophisticated with respect to decisions to

make, acquire, purchase or hold the commercial loans applicable to it and to provide the other facilities applicable to it as set forth herein and either it or the Person exercising discretion in making its decisions to make, acquire, purchase or

hold such commercial loans or to provide such other facilities is, in each case, experienced in making, acquiring, purchasing or holding commercial loans or providing such other facilities, (d) it has, independently and without reliance upon

the Administrative Agent, the Arrangers, any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and appraisal of, and investigations into,

the business, prospects, operations, property, assets, liabilities, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, all applicable bank or other regulatory Applicable Laws relating to the transactions

contemplated by this Agreement and the other Loan Documents, (e) it has made its own independent decision to enter into this Agreement and the other Loan Documents to which it is a party and to extend credit hereunder and thereunder and

(f) it has all licenses, permits and approvals necessary for use of the reference rates referred to herein that are applicable to the Loans and other extensions of credit required to be made by it hereunder and it will take all actions

necessary to comply, preserve, renew and keep in full force and effect any such licenses, permits and approvals. Each Lender also acknowledges and agrees that (i) it will, independently and without reliance upon the Administrative Agent, the

Arrangers or any other Lender or any of their respective Related Parties

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(A) continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or

any document furnished hereunder or thereunder based on such documents and information as it shall from time to time deem appropriate and its own independent investigations and (B) continue to make such investigations and inquiries as it deems

necessary to inform itself as to the Borrower and its Subsidiaries and (ii) it will not assert any claim under any federal or state securities law or otherwise in contravention of this Section 9.7. Each party

(including in the case of each Lender, on behalf of itself and its Affiliates that are Secured Parties) acknowledges and agrees that the Administrative Agent may, but shall not be obligated to, from time to time provide payment schedules, payoff

statements, payoff letters, interest statements or bills and other similar documentation indicating amounts owed hereunder and under the other Loan Documents and agrees that in the event of the conflict between any such documentation and this

Agreement, this Agreement shall control. In the event the Administrative Agent notifies any party hereto at any time (including after the receipt of amounts indicated to be due and payable under the Loan Documents pursuant to such payment schedules,

payoff statements, payoff letters, interest statements or bills and other similar documentation) that an amount owed by such party under the Loan Documents was mistakenly excluded from the amount indicated in any payment schedules, payoff

statements, payoff letters, interest statements or bills and other similar documentation, then such party agrees to promptly pay such excluded amount after the Administrative Agent provides such party with documentation that evidences such excluded

amount is due and payable hereunder; provided that nothing in this sentence shall be deemed to impair any releases of Liens pursuant to Section 9.9(a)(i) or credit support provided by any Credit Party pursuant to

Section 9.9(a)(iii) or any termination of Commitments, in each case, that has occurred, or is contemplated to occur, upon the receipt by the Administrative Agent of the amounts indicated to be due in respect of the

Obligations in the applicable payment schedules, payoff statements, payoff letters, interest statements or bills and other similar documentation.

Section 9.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the

co-agents, arrangers or bookrunners shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent

or a Lender hereunder, but each such Person shall have the benefit of the indemnities and exculpatory provisions hereof.

Section 9.9

Collateral and Guaranty Matters.

(a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, each

of BidCo Holdco and BidCo shall be automatically and irrevocably released from its obligations as a Guarantor under the Loan Documents upon the Borrower, directly or indirectly, owning more than 65.0% of the Equity Interests of Klöckner (the

date of such release, the “BidCo Guarantee Release Date”).

(b) Each of the Lenders irrevocably authorizes the

Administrative Agent to, and the Administrative Agent shall:

(i) release any Lien on any Collateral granted to or held by

the Administrative Agent, for the ratable benefit of the Secured Parties under any Loan Document (A) upon the termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations),

(B) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents, (C) if approved, authorized or ratified in writing in accordance with

Section 10.2, (D) constituting ABL Priority Collateral if required to pursuant to the ABL Intercreditor Agreement and (E) to reflect the reductions of pledged Equity Interests pursuant to

Section 6.15;

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(ii) subordinate any Lien on any Collateral granted to or held by the

Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to Section 7.2(h) or (p), in the case of Section 7.2(p), in accordance with the terms of the

Intercreditor Agreements;

(iii) release any Subsidiary Guarantor from its obligations under any Loan Documents (A) if

such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or (B) except after the occurrence and during the continuance of an Event of Default, if such Person is a Foreign Subsidiary and the guaranty

by (or pledge of any of the assets or Equity Interests (other than (x) with respect to BidCo Holdco or BidCo prior to the BidCo Guarantee Release Date and (y) up to 65.0% of the voting Equity Interests and 100% of the nonvoting Equity

Interests of a First Tier Foreign Subsidiary) of) such Foreign Subsidiary results in more than a de minimis adverse tax consequence for the Borrower or results in a violation of Applicable Laws; and

(iv) upon the occurrence of the BidCo Guarantee Release Date, release any Lien on any Collateral granted to or held by the

Administrative Agent, for the ratable benefit of the Secured Parties, under each of the Account Pledge Agreement and the German Assignment Agreement.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or

subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Security Documents pursuant to this Section 9.9. In each case as specified in this

Section 9.9, the Administrative Agent will, at the Borrower’s expense and upon delivery by the Borrower to the Administrative Agent of an officer’s certificate from a Responsible Officer certifying that such

release complies with this Section 9.9, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment

and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Security Documents, in each case in accordance with the terms of the Loan Documents

and this Section 9.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to

Section 7.5, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any Person.

(c) The Administrative Agent shall not be responsible for or have a duty to (i) ascertain or inquire into any representation or warranty

regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the

Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral, (ii) to verify or assure that the Collateral exists or is owned by the Borrower or its Subsidiaries or is cared

for, protected, insured or has been encumbered or (iii) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available

to the Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, subject to the terms and conditions contained herein, the

Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given the Administrative Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no

other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise expressly provided herein.

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Section 9.10 Erroneous Payments.

(a) Each Lender, each other Secured Party and any other party hereto hereby severally agrees that if (i) the Administrative Agent

notifies (which such notice shall be conclusive absent manifest error) such Lender or any other Secured Party (or an Affiliate of a Secured Party) or any other Person that has received funds from the Administrative Agent or any of its

Affiliates, either for its own account or on behalf of a Lender or other Secured Party (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by

such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the

Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with

respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,

prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been

made (any such amounts specified in clause (i) or (ii) of this Section 9.10(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or

otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient shall be deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided

that nothing in this Section 9.10(a) shall require the Administrative Agent to provide any of the notices specified in clause (i) or (ii) above. Each Payment Recipient agrees that it

shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the

Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b) Without limiting Section 9.10(a), each Payment Recipient agrees that, in the case of

Section 9.1(a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

(c)

In the case of either Section 9.1(a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust

for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no

later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and 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 Administrative Agent at the greater of the Federal Funds Rate and

a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand

therefor by the Administrative Agent in accordance with Section 9.10(c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous

Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the

full face amount of the portion of its Loans (but not its Commitments) with respect to which such Erroneous Payment was made to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable

lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency

Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the

assignee of such Erroneous Payment

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Deficiency Assignment. The parties hereto acknowledge and agree that (1) any assignment contemplated in this Section 9.10(d) shall be made without any requirement

for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this Section 9.10(d) shall govern in the event of any conflict with the terms and conditions of

Section 10.9 and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

(e) Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment

Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set

off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the

Administrative Agent under this Section 9.10 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be

treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Credit 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 Administrative Agent from the Borrower or any other Credit Party for the purpose of making a payment on the Obligations and (z) to the extent that an Erroneous Payment was in

any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full

force and effect as if such payment or satisfaction had never been received.

(f) Each party’s obligations under this

Section 9.10 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment,

satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(g) Nothing in this

Section 9.10 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

ARTICLE X.

MISCELLANEOUS

Section 10.1 Notices.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except

as provided in Section 10.1(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail as follows:

If to the Borrower:

Worthington Steel, Inc.

100 Old Wilson Bridge Road

Columbus, OH 43085

Attention: Dan Magnussen, Director of Treasury

Email:

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with a copy to:

Worthington Steel, Inc.

100 Old Wilson Bridge Road

Columbus, OH 43085

Attention: Joe Heuer, General Counsel

Email:

with additional copies to:

Vorys, Sater, Seymour and Pease LLP

52 E. Gay Street

Columbus, Ohio 43215

Attention: Nici Workman

Email: nnworkman@vorys.com

and

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cindy Caillavet Sinclair

Email: cindy.caillavet@lw.com

If to Wells Fargo as

Administrative Agent:

[***]

If to any Lender:

To the address set forth on the Register

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices

delivered through electronic communications to the extent provided in Section 10.1(b) shall be effective as provided in Section 10.1(b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic

communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender

pursuant to Article II if such Lender has notified the Administrative Agent that is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its

discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the

intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet

or intranet website shall be

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deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i)

of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other

communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above,

or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be

disbursed.

(d) Change of Address, Etc. Any party hereto may change its address or email address for notices and other

communications hereunder by notice to the Borrower and the Administrative Agent.

(e) Platform.

(i) Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Borrower Materials

available to the Lenders by posting the Borrower Materials on the Platform.

(ii) The Platform is provided “as

is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the

Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from

viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the

Administrative Agent and its Related Parties, each of the Lenders and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent, the

Arrangers and their respective Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender that are provided access to the Platform and

that there may be confidentiality and other risks associated with such form of distribution. In no event shall the Agent Parties have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages,

liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the

extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party;

provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages,

losses or expenses).

(f) Private Side Designation. Each Public Lender agrees to cause at least one individual at or on behalf of

such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such

Public Lender’s compliance procedures and Applicable Law, including United States federal and state securities Applicable Laws, to make reference to Borrower Materials that are not made available through the “Public Side

Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities

Applicable Laws.

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Section 10.2 Amendments, Waivers and Consents. Except as set forth below or as

specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such

amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower;

provided that no amendment, waiver or consent shall:

(a) increase the amount, or extend the expiration date, of any Commitment of

any Lender (or reinstate any Commitment terminated pursuant to Section 8.2) or the amount of Loans required to be made by any Lender, in any case, without the written consent of such Lender;

(b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (it being understood that an waiver

of a mandatory prepayment under (or amendment of) Section 2.5 shall only require the consent of the Required Lenders) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any

other Loan Document without the written consent of each Lender directly and adversely affected thereby;

the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the

written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in

Section 3.1(b);

(d) change Section 3.6 or 8.4 in a manner that would alter the

pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;

(e) change Section 2.4 or 2.5 in a manner that would alter the ratable reduction of Commitments or the

pro rata sharing of payments required thereby, without the written consent of each Lender directly and adversely affected thereby;

(f) except as otherwise permitted by this Section 10.2, change any provision of this

Section 10.2 or reduce the percentages specified in the definitions of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify

any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;

(g) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to

which it is a party (except as permitted pursuant to Section 7.4), in each case, without the written consent of each Lender;

(h) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support

for the Obligations, in any case, from the any of the Security Documents (other than as authorized in Section 9.9), without the written consent of each Lender;

(i) release all or substantially all of the Collateral (other than as authorized in Section 9.9 or as otherwise

specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; or

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(j) except, in each case, as otherwise permitted by this Agreement (including as set forth

in Section 9.9(a)(ii)) as of the Effective Date, subordinate the Liens on all or substantially all of the Collateral securing the Obligations to Liens securing any other Indebtedness for borrowed money or subordinate

payment of the Obligations to any other Indebtedness for borrowed money to any other Indebtedness for borrowed money, in each case (i) without the written consent of each Lender directly and adversely affected thereby and (ii) other than

in connection with (A) any Indebtedness for in which the Borrower has offered the applicable Lenders that were directly and adversely affected by such subordination at the time the applicable Indebtedness was incurred a bona fide opportunity to

ratably participate in such Indebtedness on the same terms as the other Lenders participating in such transaction (other than any customary commitment or customary backstop fee paid or payable to any Lender providing a financing commitment in

respect of such transaction prior to offering other Lenders an opportunity to ratably participate in such transaction) and such directly and adversely affected Lender has not accepted such offer within five Business Days from the date of such offer

and (B) any “debtor-in-possession” facility (or similar facility under Applicable Law) on substantially the same economic terms to all Lenders;

provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent (or, with respect

to its own rights or obligations under the Loan Documents, any Person that previously served as the Administrative Agent and resigned or was replaced pursuant to Section 9.6) in addition to the Lenders required above,

affect the rights or duties of the Administrative Agent (or, with respect to its own rights or obligations under the Loan Documents, any such Person that previously served as the Administrative Agent and resigned or was replaced pursuant to

Section 9.6) under this Agreement or any other Loan Document, (ii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (iii) any waiver,

amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may

be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of

Lenders were the only Class of Lenders hereunder at the time and (iv) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further

action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt or notice thereof) if the Administrative Agent and the Borrower shall have

jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any

amendment, waiver or consent hereunder, except that the Commitment of such Lender or the amount of Loans required to be made by such Lender may not be increased or extended without the consent of such Lender.

Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without

further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 10.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative

Agent reasonably deems appropriate in order to effectuate the terms of Section 2.6, 2.7 or 3.13 (including, without limitation, as applicable, (1) to permit the Incremental Loans, Extended Loans or

Refinancing Loans, as the case may be, to share ratably in the benefits of this Agreement and the other Loan Documents, (2) to include the Incremental Loan Commitments or Commitments in respect of Extended Loans or Refinancing Loans or

outstanding Incremental Loans, Extended Loans or Refinancing Loans in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto), (3) to include necessary terms and mechanics pertaining to a

revolving facility in connection with an Incremental Revolving Facility (including financial maintenance covenants that are included solely for the benefit of an Incremental Revolving Facility and provisions relating to letters of credit and

swingline loans) and (4) to the extent that any term or provision is added for the benefit of any Incremental Facility, to add such term or provision for the benefit of any

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other facility hereunder (it being understood that provisions that customarily apply only to term loan facilities may be added solely for the benefit of any term loan facility hereunder, and

provisions that customarily apply solely for the benefit of revolving facilities may be added solely for the benefit of any revolving facility hereunder); provided that no amendment or modification shall result in any increase in the amount

of any Lender’s Commitment or any increase in any Lender’s Relevant Percentage, in each case, without the written consent of such affected Lender.

Section 10.3 Expenses; Indemnity.

(a) Costs and Expenses. The Borrower shall, and shall cause the other Credit Parties to, pay, promptly following written demand

therefor (i) the reasonable out of pocket expenses incurred by the Arranger, the Administrative Agent and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in

connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan 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) and (ii) all out of pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any external

counsel for the Administrative Agent or any Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in

connection with the Loans made hereunder, including the out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any

sub-agent thereof), the Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee

harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith, any Environmental Claims

and, for avoidance of doubt, including costs related to orders or requirements of Governmental Authorities, investigation and response costs, and reasonable consultants fees), penalties, damages, liabilities and related expenses (including the

reasonable fees, charges and disbursements of external counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party), other than such Indemnitee and its

Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto

of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including the Transactions), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any

Release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party’s or any Subsidiary’s operations, (iv) any

claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any

Indemnitee is a party thereto or (v) any claim (including any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense

thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without

limitation, reasonable attorneys and consultant’s fees; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a

court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties or (B) such Indemnitee’s material breach of its

obligations under the Loan Documents; provided further that in no event shall that Borrower be responsible

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for the fees and expenses of more than (x) one counsel for the Administrative Agent or the Arrangers or more than one counsel for the Lenders and, in the case of any actual conflict of

interest, additional counsel to the affected Lender or group of Lenders, and (y) if necessary, one local counsel in each relevant jurisdiction and special counsel and, in the case of any actual or perceived conflict of interest, additional

local counsel and special counsel to the affected Administrative Agent, Arranger or Lender or group of Lenders, in each case, with respect to any occurrence, event or matter involving a loss, claim, damage or liability for which an indemnity is

otherwise required hereunder. This Section 10.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax

claim. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.3 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is

brought by any Credit Party, any Subsidiary of any Credit Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions

contemplated hereunder or under any of the other Loan Documents are consummated.

the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(a) or (b) to be paid by it to the Administrative Agent (or any sub-agent

thereof), the Arrangers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger or such Related Party, as the case

may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total

Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such

Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such

sub-agent) or such Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or

such Arranger in connection with such capacity. The obligations of the Lenders under this Section 10.3(c) are subject to the provisions of Section 3.7.

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, each party hereto agrees not to assert,

and hereby waives, any claim against any other party hereto and any other Protected Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection

with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Protected Person above shall be

liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the

other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this

Section 10.3 shall be payable within 10 days after demand therefor.

(f) Survival. Each party’s

obligations under this Section 10.3 shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Section 10.4 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their

respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever

currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account

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of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party which are then due and owing under this Agreement or any other Loan Document

to such Lender or any of its Affiliates, irrespective of whether or not such Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Credit Party

may be contingent or unmatured or are owed to a branch or office of such Lender or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any

Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 8.4

and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the

Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this

Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after

any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 10.5 Governing Law; Jurisdiction, Etc.

(a) Governing Law. This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in

contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be

governed by, and construed in accordance with, the law of the State of New York; provided, however, that (i) the determination of whether the transactions contemplated by the BCA have been consummated in accordance with the terms

of the BCA and (ii) the determination of whether the conditions to the Offer have been satisfied or waived and whether the Offer has been completed in accordance with the terms of the Offer Document, shall, in each case, be governed by, and

construed in accordance with, the substantive laws of Germany.

(b) Submission to Jurisdiction. The Borrower irrevocably and

unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related

Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto in any forum other than the courts of the State of New York sitting in New York County, and of the United States

District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any

such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such

action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that

the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by

Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in

Section 10.5(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such

court.

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(d) Service of Process. Each party hereto irrevocably consents to service of process

in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Section 10.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR

ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION 10.6.

Section 10.7 Reversal of Payments. To the extent any Credit Party makes a payment or

payments to the Administrative Agent for the ratable benefit of any of the Secured Parties or to any Secured Party directly or the Administrative Agent or any Secured Party receives any payment or proceeds of the Collateral or any Secured Party

exercises its right of setoff, which payments or proceeds (including any proceeds of such setoff) or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee,

receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full

force and effect as if such payment or proceeds had not been received by the Administrative Agent each Lender severally agrees to pay to the Administrative Agent upon demand its (or its applicable Affiliate’s) applicable ratable share (without

duplication) of any amount so recovered from or repaid by the Administrative Agent plus interest thereon at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation from time to time in effect.

Section 10.8 Injunctive Relief. The Borrower recognizes that, in the

event the Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrower agrees that the Lenders, at the

Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 10.9 Successors and Assigns; Participations.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and assigns permitted hereby, except that (x) except as permitted pursuant to Section 7.4, neither the Borrower nor any other Credit Party may assign or otherwise transfer any of

its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any such assignment without such consent shall be null and void) and (y) no Lender may assign or otherwise transfer any of

its rights or obligations hereunder except (i) to an assignee in accordance with Section 10.9(b), (ii) by way of participation in accordance with Section 10.9(d) or (iii) by way of

pledge or assignment of a security interest subject to the restrictions set forth in Section 10.9(e). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties

hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.9(d) and, to the extent expressly contemplated hereby, Indemnitees, Protected Persons and the Related

Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more

assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that, in each case with respect to any Credit Facility, any such

assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at

the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in Section 10.9(b)(i)(B) in the aggregate or in the case of an assignment to a Lender, an Affiliate of a

Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in

Section 10.9(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the

Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the

Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to

be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent ten Business Days after the date written notice thereof has been delivered to it by the assigning Lender (through the Administrative

Agent) unless such consent is expressly refused by the Borrower prior to such tenth Business Day.

(ii) Proportionate

Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this

Section 10.9(b)(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes on a non-pro rata basis.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by

Section 10.9(b)(i)(B) and, in addition:

(A) prior to the Initial Funding Date, the consent of

the Borrower (in its sole discretion) shall be required; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business

Days after having received notice thereof;

(B) from and after the Initial Funding Date, the consent of the Borrower (such

consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved

Fund or (z) the assignment is made in connection with the primary syndication of the Credit Facility and during the period commencing on the Initial Funding Date and ending on the date that is 90 days following the Initial Funding Date;

provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and

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unreasonably withheld or delayed) shall be required for assignments in respect of the Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an

Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved

Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an

Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made to

(A) the Borrower or any of its Subsidiaries or Affiliates, (B) any Disqualified Institution or (C) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the

foregoing Persons described in this clause (C).

(vi) No Assignment to Natural Persons. No

such assignment shall be made to a natural Person.

(vii) Certain Additional Payments. In connection with any

assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional

payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions,

including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested, but not funded by, such Defaulting Lender, to each of which the applicable assignee and

assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (B) acquire

(and fund as appropriate) its full pro rata share of all applicable Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under

Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.9(c), from and after the effective

date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this

Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and

Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto and thereto) but shall continue to be entitled to the benefits of

Sections 3.8, 3.9, 3.10, 3.11 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise

expressly agreed by the affected

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parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any

assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in

accordance with Section 10.9(d) (other than a purported assignment to a natural Person or the Borrower or any of its Subsidiaries or Affiliates, which shall be null and void.)

To the extent any Disqualified Institution becomes a Lender in contravention of the terms hereof, such Disqualified Institution (A) will not be entitled

to receive information provided solely to the Lenders by the Administrative Agent or any Lender, other than notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to the Lenders

pursuant to this Agreement, (B) will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, (C) will not receive advice of counsel to the Administrative Agent

and the Lenders and (D) will not be entitled to receive confidential information with respect to the Borrower or its Subsidiaries from any Credit Party or the Administrative Agent or any Lender.

of the Borrower, shall maintain a copy of each Assignment and Assumption, each Incremental Amendment, each Extension Amendment and each Refinancing Amendment delivered to it and a register for the recordation of the names and addresses of the

Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,

absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register

shall be available for inspection by the Borrower and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell

participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates or any Disqualified Institution) (each, a “Participant”) in all or a portion of such

Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it) and under the other Loan Documents; provided that (i) such Lender’s obligations under this

Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent 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. For the avoidance of doubt, each Lender shall be responsible for the indemnity under

Section 10.3(c) with respect to any payments made by such Lender to its Participant(s).

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 10.2(a), (b),

(c), (d), (e), (f), (g), (h), (i), (j) or (k) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of

Sections 3.9, 3.10 and 3.11 (subject to the requirements and limitations therein, including the requirements under Section 3.11(g) (it being understood that the documentation required

under Section 3.11(g) 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 Section 10.9(b);

provided that such Participant (A) agrees to be subject to the provisions of Section 3.12 as if it were an assignee under Section 10.9(b); and (B) shall not be entitled to receive

any greater payment under Section 3.10 or 3.11 with respect to any

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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 the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of

Section 3.12(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender; provided

that such Participant agrees to be subject to Section 3.6 as though it were a Lender.

Each Lender that sells a

participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 the Loan Documents (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 commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except

to the extent that such disclosure is necessary to establish that such commitment, loan, 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 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, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any 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 without limitation 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.

(f) [Reserved].

Section 10.10 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to

maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ Related Parties (it being understood that the Persons to whom such

disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by, or required to be disclosed to, any regulatory or similar

authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or

regulations or in any legal, judicial, administrative or other compulsory proceeding, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement or under any other Loan Document, or any action

or proceeding relating to this Agreement or any other Loan Document, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this

Section 10.10, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights and obligations under this Agreement, (ii) any actual or prospective

party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) to an investor or prospective investor

in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an

Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and

its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued

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with respect to an Approved Fund, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Credit Facility or (ii) the

CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility, (h) with the consent of the Borrower, (i) deal terms and other information customarily reported

to Thomson Reuters, other bank market data collectors and similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of the Loan Documents, (j) to

the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.10 or (ii) becomes available to the Administrative Agent, any Lender or any of their respective

Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative

Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the

Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to the extent that such information is independently developed by such Person, (m) to the extent required by an insurance company in connection with

providing insurance coverage or providing reimbursement pursuant to this Agreement or (n) for purposes of establishing a “due diligence” defense. “Information” means all information received from any Credit Party

or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to

disclosure by any Credit Party or any Subsidiary thereof; provided that, in the case of information received from a Credit Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery

as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.10 shall be considered to have complied with its obligation to do so if such Person has exercised the

same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information

regarding suspected violations of laws, rules or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any Person.

Section 10.11 Performance of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan

Documents shall be performed by such Credit Party at its sole cost and expense.

Section 10.12 All Powers Coupled with

Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan

Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated.

Section 10.13 Survival.

(a) All representations and warranties set forth in this Agreement and all representations and warranties contained in any certificate or any

of the other Loan Documents (including any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under

this Agreement shall be made or deemed to be made at and as of the Effective Date and the Initial Funding Date (except those that are expressly made as of a specific date), shall survive the Effective Date and the Initial Funding Date and shall not

be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

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(b) Notwithstanding any termination of this Agreement, the indemnities to which the

Administrative Agent, the Lenders and the other Indemnitees are entitled under the provisions of this Article X and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect

and shall protect the Administrative Agent, the Lenders and the other Indemnitees against events arising after such termination as well as before.

Section 10.14 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of,

this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

Section 10.15

Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or

unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 10.16 Counterparts; Integration; Effectiveness; Electronic Execution.

(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in

different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees

payable to the Administrative Agent and/or the Arranger, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the

subject matter hereof. Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts

hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format

shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution. The words

“execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Loan Document or any document, amendment, approval, consent,

waiver, modification, information, notice, certificate, report, statement, disclosure, Communication or authorization to be signed or delivered in connection with this Agreement or any other Loan Document or the transactions contemplated hereby

shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of

which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal

Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic

Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this

paragraph may include use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission,

delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record, which shall be deemed created in the ordinary

course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including one or more copies of any Communication in the form of an imaged Electronic Record, shall be

considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept

an Electronic Signature in any form or in any format

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unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that, without limiting the foregoing, (i) to the extent the Administrative

Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party

without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of

the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative

Agent, the Lenders and any of the Credit Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as

any paper original, and (B) waives (1) any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any

signature pages thereto and (2) any claim against the Administrative Agent, any Lender or any of their Related Parties for liabilities arising solely from the Administrative Agent’s, any Lender’s or any of their Related

Parties’ reliance on or use of Electronic Signatures, including any such liabilities arising as a result of the failure of the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of

any such Electronic Signature. Each party hereto acknowledges, represents and warrants to the other parties hereto that it has the corporate or other organizational capacity to execute and deliver this Agreement and any other Communication through

electronic means as provided for herein and there are no restrictions or other limitations on doing so in such party’s organizational documents.

Section 10.17 Term of Agreement. This Agreement shall remain in effect from the Acquisition Closing Date through and including the

date upon which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have been paid and satisfied in full and the Commitments shall have terminated. No termination

of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

Section 10.18 PATRIOT Act. The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements

of the PATRIOT Act and the requirements of the Beneficial Ownership Regulation, each of them is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party

and other information that will allow the Administrative Agent and such Lender to identify each Credit Party in accordance with the PATRIOT Act and the Borrower in accordance with the Beneficial Ownership Regulation.

Section 10.19 Independent Effect of Covenants. The Borrower expressly acknowledges and agrees that each covenant contained in

Articles VI or VII hereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in

Articles VI or VII if, before or after giving effect to such transaction or act, the Borrower shall or would be in breach of any other covenant contained in Articles VI or VII.

Section 10.20 Inconsistencies with Other Documents; Intercreditor Agreement.

(a) Subject to Section 10.20(b), in the event there is a conflict or inconsistency between this Agreement and any

other Loan Document, the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on the Borrower or any of its Subsidiaries or further restricts the rights of the Borrower

or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

140

(b) Notwithstanding anything to the contrary in this Agreement or in any other Loan

Document: (i) the Liens granted to the Administrative Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the Intercreditor

Agreements, (ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and of the Intercreditor Agreements, on the other hand, the terms and provisions of the

Intercreditor Agreements shall control and (iii) each Lender (A) authorizes the Administrative Agent to execute the Intercreditor Agreements on behalf of such Lender and to designate the “Designated Term Loan Agent” under and

as defined in the ABL Intercreditor Agreement, (B) agrees to be bound by the terms of the Intercreditor Agreements and agrees that any action taken by the Designated Term Loan Agent (as defined in the ABL Intercreditor Agreement) under the ABL

Intercreditor Agreement and the Administrative Agent under the Intercreditor Agreements shall be binding upon such Lender and (C) consents to the subordination of Liens provided for in the Intercreditor Agreements (to the extent set forth

therein) and the other provisions of the Intercreditor Agreements.

Section 10.21 Acknowledgment and Consent to Bail-In of Affected Financial Institutions(a) . Notwithstanding anything to the contrary in any Loan 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 any Loan 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:

(a) 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 party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) 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 Loan Document; or

(iii) 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.

Section 10.22

[Reserved].

Section 10.23 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the

date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the

benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:

(i) such Lender

is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into,

participation in, administration of and performance of the Loans or the Commitments or this Agreement;

141

(ii) the prohibited transaction exemption set forth in one or more PTEs,

such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain

transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE

91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and

performance of the Loans, the Commitments and this Agreement;

(iii) (A) such Lender is an investment fund managed by

a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to

enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the

requirements of subsections (b) through (g) and (k) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement; or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole

discretion, and such Lender.

(b) In addition, unless either (1) Section 10.23(a)(i) is true with respect

to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with Section 10.23(a)(iv), such Lender further (x) represents and warrants, as of the date such Person became a

Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective

Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that none of the Administrative Agent, the Arrangers and their respective Affiliates is a fiduciary with respect to the assets of such

Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative

Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

Section 10.24 Acknowledgement

Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge

Agreements 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 FDIC 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 the Loan 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).

142

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 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 the Loan 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 and the Loan 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.

Section 10.25 No Advisory or Fiduciary Responsibility.

(a) In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its

Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other

Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and the

Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or

thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for

the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in

favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the

Arranger or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with

respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of

transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arranger or the Lenders has any obligation to disclose any of such interests by virtue

of any advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions

contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed

appropriate.

(b) Each Credit Party acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to,

invest in, and generally engage in any kind of business with, any of the Borrower, any Affiliate thereof or any other Person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, the Arrangers or such

Affiliate thereof were not a Lender or the Arrangers or an Affiliate thereof (or an agent or any other Person with any similar role under the Credit

143

Facility) and without any duty to account therefor to any other Lender, the Arrangers, the Borrower or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may

accept fees and other consideration from the Borrower or any Affiliate thereof for services in connection with this Agreement, the Credit Facility or otherwise without having to account for the same to any other Lender, the Arrangers, the Borrower

or any Affiliate of the foregoing.

[Signature pages follow]

144

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and

delivered as of the date first above written.

WORTHINGTON STEEL, INC.,

Borrower

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

[Signature Page to

Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender

By:

/s/ Mark M. Mountain

Name:

Mark M. Mountain

Title:

Managing Director

[Signature Page to Credit Agreement]

EX-10.2

Filename: d435492dex102.htm · Sequence: 4

EX-10.2

Exhibit 10.2

Execution Version

THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

This Third Amendment to Revolving Credit and Security Agreement (this “Amendment”) is made as of June 1, 2026, by and

among WORTHINGTON STEEL, INC., an Ohio corporation (“Worthington Steel” or “Borrower”), WORTHINGTON WSP, LLC, a Michigan limited liability company (“WSP”), TEMPEL STEEL COMPANY, LLC, an

Illinois limited liability company (“Tempel”), T DO B, LLC, an Illinois limited liability company (“T DO B”), TEMPEL CANADA COMPANY, a Nova Scotia company (“Tempel Canada”), TEMPEL DE MEXICO,

S. DE R.L. DE C.V., a Mexican Sociedad de Responsabilidad Limitada de Capital Variable (“Tempel Mexico”), WORTHINGTON STEEL ROME, LLC, an Ohio limited liability company (“Rome”), THE WORTHINGTON STEEL COMPANY,

LLC, an Ohio limited liability company (“Worthington Company”), THE WORTHINGTON STEEL COMPANY, an Ohio corporation (“Steel Company”), WORTHINGTON TAYLOR, LLC, a Michigan limited liability company

(“Taylor”), CLEVELAND PICKLING, INC., a Delaware corporation (“Cleveland”), WS MEXICO HOLDINGS, LLC, an Ohio limited liability company (“Mexico Holdings”), WORTHINGTON STEEL SERVICES, LLC, an

Ohio limited liability company (“Steel Services”), WORTHINGTON STEEL HQ, LLC, an Ohio limited liability company (“Worthington HQ”, and together with Worthington Steel, WSP, Tempel, T DO B, Tempel Canada, Tempel

Mexico, Rome, Worthington Company, Steel Company, Taylor, Cleveland, Mexico Holdings and Steel Services, together with such other Persons as may hereafter become a Borrower thereunder and such other Persons as may hereafter become a Guarantor

thereunder, collectively, the “Loan Parties” and each an individual “Loan Party”), the Required Lenders (as defined in the Credit Agreement (as defined below)) signatory hereto (together with the other Lenders

(as defined in the Credit Agreement) and any other financial institutions as may hereafter become a lender thereunder, collectively, the “Lenders” and each an individual “Lender”), and PNC BANK, NATIONAL

ASSOCIATION (“PNC”), as a Lender and agent for the Lenders (in such capacity, “Agent”).

BACKGROUND

A. On

November 30, 2023, the Loan Parties, the Lenders, and Agent entered into, inter alia, that certain Revolving Credit and Security Agreement (as amended, restated, amended and restated, modified, renewed, extended, replaced or substituted

from time to time prior to the date hereof, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement as amended hereby. In the case

of a direct conflict between the provisions of the Credit Agreement and the provisions of this Amendment, the provisions hereof shall prevail.

B. Loan Parties have requested, and the Required Lenders and Agent have agreed, subject to the terms and conditions of this Amendment, to

amend certain terms and provisions contained in the Credit Agreement, in each case, as set forth herein.

NOW, THEREFORE, with the

foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

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

(a) The last sentence of the definition of “Eligible Equipment Option Exercise” shall be amended and restated in its entirety as

follows:

The Eligible Equipment Option Exercise shall not be available on or after the Third Amendment Effective Date.

(b) Clause (v) of the definition of “Excluded Property” contained in

Section 1.2 of the Credit Agreement shall be amended and restated in its entirety as follows:

(v) any asset described in the

definition of “Third Amendment Collateral” that does not constitute Term Loan Priority Collateral (as defined in the Term Loan Intercreditor Agreement) pursuant to documentation evidencing Indebtedness incurred pursuant to clause

(t) of the definition of “Permitted Indebtedness” herein;

Indebtedness” contained in Section 1.2 of the Credit Agreement shall be amended and restated in its entirety as follows:

(C)

first (1st) priority Liens against assets owned by Worthington Germany or Worthington Germany Holdco, in each case subject to Permitted Encumbrances and as more fully set forth in an intercreditor agreement substantially the form attached hereto as

Exhibit 1.2(c)(i) (provided that each of the Lenders expressly authorizes the Agent to enter into such intercreditor agreement without the further consent of any Lender)

(d) The definition of “U.S. Collateral” contained in Section 1.2 of the Credit Agreement shall be amended and restated in its

entirety as follows:

“U.S. Collateral” shall mean and include all right, title and interest of each

Domestic Loan Party in all of the following property and assets of such Domestic Loan Party, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located:

(a) all Receivables;

(b) all Books;

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

(e) all Deposit Accounts;

(f) all Equipment;

(g) all Farm Products;

(h) all Fixtures;

(i) all General Intangibles;

(j) all Insurance;

(k) all Instruments;

(l) all Inventory;

(m) all Investment Property;

(n) all Intellectual Property and Intellectual Property Licenses;

(o) all

Letter-of-Credit Rights;

(p) all

Negotiable Collateral (including all Pledged Notes);

(q) all Pledged Interests (including all Pledged Operating Agreements

and Pledged Partnership Agreements);

(r) all Securities Accounts;

(s) all Supporting Obligations;

(t) all money (including cash collateral referred to in the definition of “Cash Collateralize” or in

Section 3.2(b) hereof), Cash Equivalents, or other assets of such Domestic Loan Party that now or hereafter come into the possession, custody, or control of the Agent (or its agent or designee) or any other Secured Party;

(u) all Goods not otherwise described above; and

(v) all of the Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance

or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Receivables, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property,

Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the

proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all

proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any

of the foregoing (the “Collateral Proceeds”). Without limiting the generality of the foregoing, the term “Collateral Proceeds” includes whatever is receivable or received when Investment Property or proceeds are sold,

exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Domestic Loan Party or the Agent from time to time with respect to any of the

Investment Property.

Notwithstanding the foregoing, U.S. Collateral shall not include any Excluded Property.

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

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

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

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

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

“Insurance” shall mean (a) all insurance policies covering any or

all of the U.S. Collateral (regardless of whether the Agent is the loss payee thereof) and (b) any key man life insurance policies.

“Intellectual Property Licenses” shall mean, with respect to any Person (the “Specified Party”), (a) any

licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (b) any licenses or other similar rights provided to any other Person in or with respect

to Intellectual Property owned or controlled by the Specified Party, in each case, including (x) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (y) the license agreements listed

on Schedule 5.21, and (z) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Lenders’ rights under the Other Documents.

“Investment Property” shall mean (a) any and all investment property (as that term is defined in the Uniform Commercial

Code), and (b) any and all of the following (regardless of whether classified as investment property under the Uniform Commercial Code): all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

“Negotiable Collateral” shall mean Letters of Credit,

Letter-of-Credit Rights, Instruments, Promissory Notes, Drafts and Documents.

“Pledged Companies” shall mean each Person listed on Schedule 5.21 as a “Pledged Company”, together with each

other Person, all or a portion of whose Equity Interests that constitute U.S. Collateral are acquired or otherwise owned by a Domestic Loan Party after the Third Amendment Effective Date.

“Pledged Interests” shall mean all of each Domestic Loan Party’s right, title and interest in and to all of the Equity

Interests constituting U.S. Collateral now owned or hereafter acquired by such Domestic Loan Party, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds

thereof and all rights relating thereto, also including any certificates representing the Equity Interests, the right to receive any certificates representing any of the Equity Interests, all warrants, options, share appreciation rights and other

rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, all voting and

management rights and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

“Pledged Notes” shall mean all Promissory Notes or other debt securities owned by any Domestic Loan Party (in the case of

any such Promissory Note or debt securities issued by any Person other than a Domestic Loan Party or an Affiliate of a Domestic Loan Party, with a principal amount in excess of $5,000,000), including the Mexican Intercompany Note.

“Pledged Operating Agreements” means all of each Domestic Loan Party’s rights, powers, and remedies under the limited

liability company operating agreements of each of the Pledged Companies that are limited liability companies.

“Pledged Partnership Agreements” means all of each Domestic Loan

Party’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

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

“Term Loan Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the June 1, 2026, by

and among the Agent, Wells Fargo Bank, National Association and the Loan Parties.

“Third Amendment Collateral” shall

have the meaning set forth in Section 4.1 hereof.

“Third Amendment Effective Date” shall have the meaning set

forth in that certain Third Amendment to Revolving Credit and Security Agreement dated as of June 1, 2026, by and among the Loan Parties, the lenders party thereto, and the Agent.

“Worthington Germany Holdco” shall mean Worthington Steel Holding GmbH, a German limited liability company (Gesellschaft

mit beschränkter Haftung, GmbH).

(f) Section 2.1(a)(y)(ii) of the Credit Agreement shall be amended and restated in its

entirety as follows:

[reserved],

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

For the avoidance of doubt, to secure the prompt payment and performance of the Secured Obligations, as of the Third

Amendment Effective Date, each Domestic Loan Party hereby assigns, pledges and grants to Agent, for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all

of its U.S. Collateral which was not included in the definition of “U.S. Collateral” on or before the Third Amendment Effective Date (the “Third Amendment Collateral”), whether now owned or existing or hereafter

created, acquired or arising and wheresoever located.

(h) Section 4.10 of the Credit Agreement shall be amended and restated in its

entirety as follows:

4.10. Maintenance of Equipment. The Domestic Loan Parties’ Equipment shall be maintained in good

operating condition and repair (ordinary wear and tear excepted) and all replacements of and repairs thereto necessary for the conduct of such Domestic Loan Party’s business shall be made, except as such action or inaction would not reasonably

be expected to result in a Material Adverse Change. No Domestic Loan Party shall use or operate its Equipment in violation of any Applicable Law, except to the extent such violation would not reasonably be expected to result in a Material Adverse

Change.

(i) Article IV of the Credit Agreement shall be amended by adding the following new Section 4.14 immediately following

Section 4.13 thereof:

4.14. Investment Property Collateral.

(a) Each Domestic Loan Party has the right to transfer all Investment Property constituting Collateral owned by such Domestic

Loan Party free of any Liens (other than Permitted Encumbrances) and will use commercially reasonable efforts to defend its title to such Investment Property against the claims of all Persons. Each Domestic Loan Party shall, in each case solely to

the extent that such Equity Interests constitute Collateral, (i) ensure that each operating agreement, limited partnership agreement and any other similar agreement does not prohibit Agent’s Lien on such Equity Interests of wholly-owned

Subsidiaries (other than Foreign Subsidiaries) arising thereunder, foreclosure of Agent’s Lien and admission of any transferee as a member, limited partner or other applicable equity holder thereunder and (ii) use commercially reasonable

efforts to provide that, to the extent not in existence on the Third Amendment Effective Date, each operating agreement, limited partnership agreement and any other similar agreement with respect to any Foreign Subsidiary or non-wholly-owned Subsidiary, in each case, whose Equity Interests constitute Collateral, does not prohibit Agent’s Lien on such Investment Property of such Domestic Loan Party arising thereunder, foreclosure

of Agent’s Lien and admission of any transferee as a member, limited partner or other applicable equity holder thereunder.

(b) Each Domestic Loan Party shall, if its Investment Property constituting Collateral includes securities or any other

financial or other asset maintained in a securities account, use commercially reasonable efforts to cause the custodian with respect thereto to execute and deliver a notification and control agreement or other applicable agreement satisfactory to

Agent in its Permitted Discretion in order to perfect and protect Agent’s Lien in such Investment Property.

(c)

Except as set forth in Article XI hereof, (i) the Loan Parties will have the right to exercise all voting rights with respect to the Investment Property and (ii) the Loan Parties will have the right to receive all cash dividends and

distributions, interest and premiums declared and paid on the Investment Property to the extent otherwise permitted under this Agreement. In the event any additional Equity Interests constituting Collateral are issued to any Domestic Loan Party as a

stock dividend or distribution or in lieu of interest on any of such Investment Property, as a result of any split of any of such Investment Property, by reclassification or otherwise, any certificates evidencing any such additional shares will be

delivered to Agent (subject to the terms of the Term Loan Intercreditor Agreement) within ten (10) Business Days and such shares will be subject to this Agreement and a part of such Investment Property to the same extent as the original

Investment Property.

(j) Section 5.21 of the Credit Agreement shall be amended and restated in its entirety as follows:

5.21. Equity Interests. The authorized and outstanding Equity Interests of each Pledged Company, and each legal and beneficial holder

thereof as of the Third Amendment Effective Date, are as set forth on Schedule 5.21 hereto. All of the Equity Interests constituting Collateral of each Pledged Company have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing

the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Pledged Company or any of the

shareholders of any Pledged Company is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity

Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, the Pledged Companies have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire

such shares or securities convertible into or exchangeable for such shares.

(k) Section 5.23 of the Credit Agreement shall be amended and restated in its entirety

as follows:

5.23. Investment Property Collateral. (a) There are no restrictions on the pledge or transfer of any of the Equity

Interests constituting Collateral of the Pledged Companies other than restrictions referenced on the face of any certificates evidencing such Equity Interests, restrictions under Applicable Law or restrictions stated in the Organizational Documents

of such Pledged Company with respect thereto, as applicable; (b) each Domestic Loan Party is the legal owner of the Investment Property pledged by it hereunder, which is registered in the name of such Domestic Loan Party, a custodian or a

nominee; (c) the Investment Property pledged hereunder is free and clear of any Liens except for Permitted Encumbrances which, in the case of any such Investment Property constituting certificated securities, other than pursuant to the terms of

the Term Loan Intercreditor Agreement, do not have priority over the Liens of Agent thereon; (d) the pledge of and grant of the security interest in the Investment Property constituting Collateral is effective to vest in Agent a valid security

interest therein; and (e) none of the Organizational Documents or other agreements governing any Investment Property pledged hereunder provide that such Investment Property governed thereby are securities governed by Article 8 of the Uniform

Commercial Code as in effect in any relevant jurisdiction.

(l) Section 11.1 of the Credit Agreement is hereby amended by

(i) renumbering the existing language as clause (a), and (ii) adding a new clause (b) immediately thereafter as follows:

(b) Without limiting any other provision hereof:

(i) At any bona fide public sale, and to the extent permitted by Applicable Law, at any private sale, Agent shall be free to

purchase all or any part of the Investment Property constituting Collateral. Any such sale may be on cash or credit. Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to

persons that will represent and agree that they are purchasing the Investment Property for their own account in compliance with Regulation D of the Securities Act or any other applicable exemption available under the Securities Act. Agent will not

be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given. Agent may adjourn any sale and sell at the time and place to which the sale is adjourned. If such Investment Property is

customarily sold on a recognized market or threatens to decline speedily in value, Agent may sell such Investment Property at any time without giving prior notice to any Loan Party or other Person.

(ii) Each Loan Party recognizes that Agent may be unable to effect or cause to be effected a public sale of such Investment

Property by reason of certain prohibitions of the Securities Act, so that Agent may be compelled to resort to one or more private sales to a restricted group of purchasers that will be obligated to agree, among other things, to acquire such

Investment Property for their own account, for investment and without a view to the distribution or resale thereof. Each Loan Party understands that private sales so made may be at prices and on other terms less favorable to the seller than if such

Investment Property were sold at public sales, and agrees that Agent has no obligation to delay or agree

to delay the sale of any of such Investment Property for the period of time necessary to permit the issuer of the securities which are part of the Investment Property (even if the issuer would

agree), to register such securities for sale under the Securities Act. Each Loan Party agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.

(iii) Subject to the terms of the Term Loan Intercreditor Agreement, the proceeds arising from the disposition of such

Investment Property after deducting expenses incurred by Agent will be applied to the Obligations pursuant to Section 11.5 hereof. If any excess remains after the discharge of all of the Obligations, the same will be paid to the applicable Loan

Party or to any other Person that may be legally entitled thereto.

At any time after the occurrence and during the

continuance of an Event of Default (A) Agent may transfer any or all of the Investment Property constituting Collateral into its name or that of its nominee and may exercise all voting rights with respect to such Investment Property, but no

such transfer shall constitute a taking of such Investment Property in satisfaction of any or all of the Obligations, and (B) Agent shall be entitled to receive, for application to the Obligations, all cash or stock dividends and distributions,

interest and premiums declared or paid on such Investment Property.

(m) A new Schedule 5.21 shall be added to the Credit Agreement in the

form attached hereto as Exhibit A.

2. Conditions Precedent. This Amendment shall be effective upon the date of satisfaction of the

following conditions precedent (the “Third Amendment Effective Date” (it being understood and agreed that the Third Amendment Effective Date is June 1, 2026)) (all documents and deliverables to be in form and substance

satisfactory to Agent):

(a) Agent shall have received this Amendment, duly authorized, executed and delivered by each Loan Party and

Required Lenders;

(b) Worthington Steel shall have certified (which it hereby does pursuant to its signature to this Amendment) that the

representation set forth in Section 5(c) is true and correct on the Third Amendment Effective Date;

the Credit Agreement dated as of the date hereof (the “Term Loan Agreement”), by and among Worthington Steel, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the

“Term Loan Agent”), duly authorized, executed and delivered by the parties thereto;

(d) Agent shall have received the

Guaranty and Security Agreement dated as of the date hereof, by the Loan Parties party thereto in favor of the Term Loan Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto;

(e) Agent shall have received that certain Trademark Security Agreement dated as of the date hereof, by certain Loan Parties in favor of the

Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto;

(f) Agent shall have received

that certain Patent Security Agreement dated as of the date hereof, by certain Loan Parties in favor of the Agent, duly authorized, executed and delivered by each applicable Loan Party and the other parties thereto;

(g) Agent shall have received the Term Loan Intercreditor Agreement, duly authorized,

executed and delivered by the parties thereto; and

(h) Agent shall have received the written opinion of counsel for the Domestic Loan

Parties with respect to this Amendment, dated as of the date hereof, for the benefit of Agent and each Lender.

3. Acknowledgement of

Lenders. The Lenders party hereto hereby acknowledge and agree that the granting of the Liens on the Third Amendment Collateral as provided herein satisfies all requirements of clause (t)(iii)(2) of the definition of “Permitted

Indebtedness”.

4. Payment of Fees and Expenses. The Loan Parties shall pay or reimburse Agent for all reasonable and

documented fees owing to Agent and reasonable and documented out-of-pocket expenses (including reasonable and documented attorneys’ fees) incurred in connection

with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.

Representations and Warranties. Each Loan Party hereby represents and warrants that:

(a) such Loan Party has full power, authority

and legal right to enter into this Amendment to and to perform all its respective Obligations hereunder. This Amendment has been duly executed and delivered by such Loan Party, and this Amendment constitutes the legal, valid and binding obligation

of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and

performance of this Amendment (a) are within such Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law or the terms

of such Loan Party’s Organizational Documents or to the conduct of such Loan Party’s business or of any Material Contract or undertaking to which such Loan Party is a party or by which such Loan Party is bound, (b) will not conflict

with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (c) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except those Consents set forth

on Schedule 5.1 to the Credit Agreement, all of which will have been duly obtained, made or compiled prior to the date hereof and which are in full force and effect, except where the failure to obtain such Consents would not be reasonably be

expected to result in a Material Adverse Change, and (d) will not result in the creation of any Lien, except Permitted Encumbrances, upon any asset of such Loan Party under the provisions of any agreement, instrument, or other document to which

such Loan Party is a party or by which it or its property is a party or by which it may be bound;

(b) after giving effect to this

Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Credit Agreement and the Other Documents will be true and correct in all material respects (except to the extent already qualified by materiality in

which case they shall be true and correct in all respects) as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties will

be been true and correct in all material respects (except to the extent already qualified by materiality in which case they shall be true and correct in all respects) as of such earlier date; and

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

after giving effect to this Amendment on the date hereof.

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

(a) Upon and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,”

“hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified and amended hereby.

(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any

right, power or remedy of Agent under the Credit Agreement or any of the Other Documents, nor constitute a waiver of any provision of the Credit Agreement or any of the Other Documents.

(c) To the extent that any terms and conditions in any of the Other Documents shall contradict or be in conflict with any terms or conditions

of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

7. Integration. This Amendment, together with the Credit Agreement and the Other Documents, incorporates all negotiations of the

parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

8. Severability. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision

shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

9. Guarantor’s and Grantor’s Acknowledgment.

(a) With respect to the amendments to the Credit Agreement effected by this Amendment, each Guarantor hereby acknowledges and agrees to this

Amendment and each Loan Party confirms and agrees that its guaranty and any Other Document to which it is a party (as modified and supplemented in connection with this Amendment) is and shall continue to be in full force and effect and is hereby

ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Other Document, as applicable, to the Credit Agreement, “thereunder,”

“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment.

(b) To secure the prompt payment and performance of the Obligations to Agent, each other Secured Party, and each holder of any Obligations,

the Loan Parties reconfirm the prior collateral assignment, pledge and grant pursuant to the Credit Agreement and the applicable Other Documents of a continuing security interest in and Lien on all of the Collateral of the Loan Parties, whether now

owned or existing or hereafter created, acquired or arising and wherever located.

10. Reaffirmation of Existing Financing

Agreements. Except as modified by the terms hereof, all of the terms and conditions of the Credit Agreement and all other of the Other Documents, are hereby reaffirmed and shall continue in full force and effect as therein written.

11. Miscellaneous.

(a)

No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.

(b) The

headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(d) Sections 12.3 (Jury Waiver) and

16.1 (Governing Law) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

(e) This Amendment may be executed

in any number of and by different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by

facsimile or electronic transmission (including email transmission of a PDF image) shall be deemed to be an original signature hereto.

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

12. Release. Borrower hereby acknowledges and agrees that, as of the Third Amendment Effective Date: (a) it does not have any

claim or cause of action against Agent (or any of the Lenders, or any of the Lenders’ Affiliates’, officers, directors, employees, attorneys, consultants or agents) arising out of the Credit Agreement and/or the Other Documents and

(b) each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under the Credit Agreement and the Other Documents. Notwithstanding the foregoing, the Lenders wish (and Borrower agrees) to

eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Lenders’ rights, interests, security and/or remedies under the Credit Agreement and the Other

Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, Borrower (for itself and each of the other Loan Parties and the successors, assigns, heirs and representatives

of each of the foregoing) (each a “Releasor” and collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Lenders and their Affiliates,

officers, directors, employees, attorneys, consultants and agents (each a “Released Party” and collectively, the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’

fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract,

tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the date hereof

arising out of, connected with or related in any way to this Amendment, the Credit Agreement or any Other Document.

[Signature Pages

Follow]

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

written.

LOAN PARTIES

WORTHINGTON STEEL, INC.

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

WORTHINGTON WSP, LLC

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

TEMPEL STEEL COMPANY, LLC

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

T DO B, LLC

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

TEMPEL CANADA COMPANY

By:

/s/ Joseph Y. Heuer

Name:

Joseph Y. Heuer

Title:

General Counsel

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

By:

/s/ Rebecca May Schroeder

Name:

Rebecca May Schroeder

Title:

Attorney-in-fact

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

WORTHINGTON STEEL ROME, LLC

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

THE WORTHINGTON STEEL COMPANY, LLC

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

THE WORTHINGTON STEEL COMPANY

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

WORTHINGTON TAYLOR, LLC

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

CLEVELAND PICKLING, INC.

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

WS MEXICO HOLDINGS, LLC

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

WORTHINGTON STEEL SERVICES, LLC

By:

/s/ Dan Magnussen

Name:

Dan Magnussen

Title:

Treasurer

WORTHINGTON STEEL HQ, LLC

By:

/s/ Joseph Y. Heuer

Name:

Joseph Y. Heuer

Title:

General Counsel and Secretary

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

AGENT AND LENDER

PNC BANK, NATIONAL ASSOCIATION

By:

/s/ Todd Milenius

Name:

Todd Milenius

Title:

Senior Vice President

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

LENDER:

WELLS FARGO BANK, N.A.

By:

/s/ Olesya Mitkevych

Name:

Olesya Mitkevych

Title:

Executive Director

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

LENDER:

BANK OF AMERICA, N.A.

By:

/s/ Matthew Bourgeois

Name:

Matthew Bourgeois

Title:

Senior Vice President

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

LENDER:

GOLDMAN SACHS BANK USA

By:

/s/ Elizabeth Tosin

Name:

Elizabeth Tosin

Title:

Authorized Signatory

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

LENDER:

CIBC BANK USA

By:

/s/ James Belletire

Name:

James Belletire

Title:

Managing Director

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

LENDER:

CITIBANK, N.A.

By:

/s/ Justin Park

Name:

Justin Park

Title:

Authorized Signatory

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

LENDER:

THE NORTHERN TRUST COMPANY

By:

/s/ Jack Stibich

Name:

Jack Stibich

Title:

Vice President

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

LENDER:

FIRST NATIONAL BANK OF PA

By:

/s/ Connor Lent

Name:

Connor Lent

Title:

Officer

Signature Page to Third

Amendment to Revolving Credit and Security Agreement

Exhibit A

Schedule 5.21

[see attached]

EX-99.1

Filename: d435492dex991.htm · Sequence: 5

EX-99.1

Exhibit 99.1

Worthington Steel Prices $700 Million Senior Secured Notes Offering

COLUMBUS, Ohio, May 28, 2026 – Worthington Steel, Inc. (“Worthington Steel”) (NYSE: WS), announced today that it has priced an offering

(the “Offering”) of $700.0 million aggregate principal amount of 7.750% senior secured notes due 2033 (the “Notes”). The Offering is expected to close on or about June 1, 2026, subject to customary closing

conditions. The aggregate principal amount of Notes to be issued in the Offering has decreased to $700.0 million from $900.0 million, and the principal amount of term loans simultaneously allocated under Worthington Steel’s new term

loan credit facility has increased by a corresponding amount, from $500.0 million to $700.0 million.

Worthington Steel intends to use the net

proceeds from the Offering, together with borrowings under a new term loan credit facility, (i) to fund the consideration and other payments in connection with Worthington Steel’s pending acquisition (the “Kloeckner

Acquisition”) of Kloeckner & Co SE (“Kloeckner”), (ii) to fund loans to Kloeckner pursuant to a shareholder loan, (iii) to fund share purchases and other compensation to remaining minority Kloeckner shareholders in

connection with the Kloeckner Acquisition, (iv) to pay transaction fees and expenses related to the foregoing, (v) to repay certain existing indebtedness of Worthington Steel and Kloeckner and (vi) for general working capital purposes

of Worthington Steel and its subsidiaries. The Offering is not conditioned on the consummation of the Kloeckner Acquisition.

Since the Kloeckner

Acquisition is expected to be consummated on June 3, 2026 (within three business days of the closing of the Offering), Worthington Steel expects to elect to issue the Notes directly, rather than through its wholly owned subsidiary, WS Escrow

LLC, and the net proceeds of the Offering are not expected to be deposited into escrow. The Notes will be fully and unconditionally guaranteed by each of Worthington Steel’s restricted subsidiaries that guarantee Worthington Steel’s

obligations under its new term loan credit facility, and the Notes and the related guarantees will be secured by liens on substantially all of Worthington Steel’s and the guarantors’ assets, subject to certain exceptions. If the

Kloeckner Acquisition is not consummated by March 12, 2027 (or, in certain circumstances, ten business days thereafter) or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption at a price equal

to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but not including, the date of the special mandatory redemption.

The Notes

and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes and the

related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees

will be offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are “non-U.S. persons” under Regulation S under the

Securities Act.

This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and shall not

constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About Worthington Steel

Worthington Steel is one of North America’s premier value-added metals processors with the ability to provide a diversified range of products and

services that span a variety of end markets.

Forward-Looking Statements

This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation

Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the Kloeckner Acquisition and the

benefits of the transaction, the expected outcomes of the Kloeckner Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the expected timeline for completing the acquisition, and

other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates,” “is of the opinion,” “tries,” “estimates,”

“intends,” “plans,” “assumes,” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current

intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ

materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially.

These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed Kloeckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals,

(ii) risks and uncertainties related to general market conditions and the closing of the Offering on the anticipated terms, or at all, (iii) Worthington Steel’s entry into the term loan credit facility, (iv) the effects of the

transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen

liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined

company’s operations, (v) the potential impact of the announcement or consummation of the proposed Kloeckner Acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to

achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with

the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Worthington Steel disclaims any duty to update the information herein.

Media Contacts:

Worthington Steel

Melissa Dykstra

Vice President, Corporate Communications and Investor Relations

Phone: 614-840-4144

Melissa.Dykstra@WorthingtonSteel.com

European Media Contact:

Brunswick Group

Julia Klostermann

Director

+49 174-740-2796

Jklostermann@brunswickgroup.com

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Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

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Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

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No definition available.

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Name of the state or province.

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No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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Data Type:

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Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityRegistrantName

Namespace Prefix:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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