EXHIBIT 4(j)(iv)
AMENDMENT TO FIVE-YEAR REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO FIVE-YEAR 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 Issuing
Lender, 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 Five-Year Revolving Credit Agreement dated as of May 10, 2002 (the
"Credit Agreement") by and among Borrower, the Lenders, PNC, as Issuing Lender,
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. Section 2.11(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.
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.
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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 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/ George A. Gonzalez
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Name: George 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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