EXHIBIT 4(i)(iv)
AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this "Amendment")
is dated as of August 30, 2002 by and among WORTHINGTON INDUSTRIES, INC., an
Ohio corporation, as borrower ("Borrower"), the banks and other financial
institutions from time to time party to the Credit Agreement (defined below)
(the "Lenders") and PNC BANK, NATIONAL ASSOCIATION, as Swingline Lender and
Administrative Agent (in such capacities, "PNC").
STATEMENT OF PURPOSE
Borrower, the Lenders and PNC have previously entered into the
$155,000,000 364-Day Revolving Credit Agreement dated as of May 10, 2002 (the
"Credit Agreement") by and among Borrower, the Lenders, PNC, as Swingline Lender
and Administrative Agent, Wachovia Securities, Inc. (formerly known as First
Union Securities, Inc.) ("WSI") and PNC Capital Market, Inc. ("PNCCMI"), as
Co-Syndication Agents, and WSI and PNCCMI as Co-Lead Arrangers. The parties now
desire to amend the Credit Agreement on the terms set forth below. Capitalized
terms used but not otherwise defined in this Amendment shall have the meanings
assigned in the Credit Agreement.
AMENDMENT
1. Amendment.
(a) Section 2.10(e)(i) of the Credit Agreement is deleted and
replaced with the following:
(i) The Borrower shall have the right at any time
prior to September 13, 2002 to increase the Revolving
Committed Amount hereunder by an amount not to exceed
$50,000,000 by causing one or more Eligible Assignees to
become a Revolving Lender under this Agreement or by causing
one or more existing Lenders to increase the amount of such
Lender's Revolving Commitment; provided that the Revolving
Commitment of each Eligible Assignee and any increase in the
amount of the Revolving Commitment of each existing Lender
shall be in an amount equal to $2,000,000 or any larger
multiple of $500,000 and provided, further, that no Lender
shall at any time be required to agree to a request of the
Borrower to increase its Revolving Commitment or other
obligations hereunder.
(b) Section 10.01(i) of the Credit Agreement is amended by
adding the following new subsection (G):
(G) reduce or waive the principal amount of any Loan;
2. No Further Modification. Except as expressly or by necessary
implication modified by this Amendment, the terms of the Credit Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
WORTHINGTON INDUSTRIES, INC.
By: /s/ John T. Baldwin
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Name: John T. Baldwin
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Title: Vice President & Chief Financial
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Officer
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent
By: /s/ David B. Gookin
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Name: David B. Gookin
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Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION, as
Swingline Lender
By: /s/ David B. Gookin
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Name: David B. Gookin
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Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION, as a
Lender
By: /s/ David B. Gookin
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Name: David B. Gookin
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Title: Vice President
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
WACHOVIA BANK, NATIONAL ASSOCIATION, as a
Lender
By: /s/ Jorge A. Gonzalez
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Name: Jorge A. Gonzalez
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Title: Managing Director
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ N. Bell
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Name: N. Bell
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Title: Sr. Manager - Loan Operations
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS
BRANCH, as a Lender
By:
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Name:
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Title:
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
FIFTH THIRD BANK (CENTRAL OHIO), as a
Lender
By: /s/ John Beardslee
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Name: John Beardslee
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Title: Vice President
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
FIRSTAR BANK, NA, as a Lender
By: /s/ James D. Neil
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Name: James D. Neil
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Title: Senior Vice President
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
CIBC, INC., as a Lender
By: /s/ Lindsay Gordon
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Name: Lindsay Gordon
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Title: Executive Director, CIBC World
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Markets Corp As Agent
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
COMERICA BANK, as a Lender
By: /s/ Ryan Oliver
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Name: Ryan Oliver
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Title: Account Officer
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
THE HUNTINGON NATIONAL BANK, as a Lender
By: /s/ Nancy J. Cracolice
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Name: Nancy J. Cracolice
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Title: Vice President
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
JP MORGAN CHASE BANK, as a Lender
By: /s/ James H. Ramage
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Name: James H. Ramage
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Title: Managing Director
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
NATIONAL CITY BANK, as a Lender
By: /s/ William J. Whitley
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Name: William J. Whitley
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Title: Senior Vice President
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Steven M. Buehler
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Name: Steven M. Buehler
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Title: Vice President
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By: /s/ Melissa F. Nachman
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Name: Melissa F. Nachman
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Title: Vice President
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
MELLON BANK, NA, as a Lender
By:
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Name:
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Title:
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