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EXHIBIT 4 (b)
EXHIBIT A
NOTE
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL DEBT
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY
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 in 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.
WORTHINGTON INDUSTRIES, INC.
7-1/8% Note Due May 15, 2006
CUSIP No. 981811AB8 $150,000,000
No. 0001
Worthington Industries, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Issuer",
which term includes any successor Person under the Indenture hereinafter
referred to) as obligor, for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION and
00/100 DOLLARS on May 15, 2006, and to pay interest thereon from May 24, 1996,
or from the most recent interest payment date to which interest has been paid or
duly provided for, semi-annually on May 15 and November 15 in each year,
commencing November 15, 1996, at the rate of 7-1/8% per annum, until the
principal hereof is paid or made available for payment. The Issuer shall also
pay interest on overdue principal or installments of interest at such rate. The
interest so payable, and punctually paid or duly provided for, on any interest
payment date will, as provided in such Indenture, be paid to the Person in whose
name this Debt Security is registered at the close of business on the record
date for such interest, which shall be May 1 or November 1 (whether or not a
business day), as the case may be, next preceding such interest payment date.
Any interest on this Debt Security which is payable, but is not punctually paid
or duly provided for, on the dates and in the manner provided in the Debt
Security and such Indenture shall forthwith cease to be payable to the
Registered Holder hereof on the relevant record date, and such Defaulted
Interest may be paid by the Issuer to the Person in whose name this Debt
Security is registered at the close of business on a special record date
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for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to the Holder hereof not less than 10 days prior to such
special record date, or may be paid by the Issuer on this Debt Security in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which this Debt Security may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture.
As provided in the Indenture and subject to certain limitations
therein set forth, payment of interest on this Debt Security shall be made at
the corporate trust office of the Trustee, or at the option of the Issuer, by
check mailed to the address of the Person entitled hereto as such address shall
appear in the Debt Security Register or, at the option of the Registered Holder
by wire transfer to an account designated by the Registered Holder, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
This Debt Security is one of a duly authorized issue of
securities of the Issuer (herein called the "Debt Securities"), issued and to be
issued in one or more series under an Indenture, dated as of May 15, 1996
(herein called the "Indenture", which term shall have the meaning assigned to it
in such instrument), between the Issuer and PNC Bank, Ohio, National Association
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Issuer, the Trustee and the Registered Holders of
the Debt Securities and of the terms upon which the Debt Securities are, and are
to be, authenticated and delivered. This Debt Security is one of the series
designated on the face hereof.
This Debt Security is not subject to redemption and is not
callable prior to maturity.
The Indenture contains provisions for defeasance at any time of
the entire indebtedness of this Debt Security or certain restrictive covenants
and Events of Default with respect to this Debt Security, in each case upon
compliance with certain conditions set forth in the Indenture. Such provisions
shall be applicable to this Debt Security.
If an Event of Default with respect to this Debt Security shall
occur and be continuing, the principal of and interest on this Debt Security may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, without notice to any Holder but with the consent of Holders of not
less than a majority in aggregate principal amount of the Outstanding Debt
Securities of each series affected by such supplemental Indenture, the Company
and the Trustee at any time to enter into an Indenture or supplemental Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
Indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of such series. The Indenture also permits, with certain exceptions
as therein provided, prior to the acceleration of the maturity of
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the Debt Securities of any series, the Holders of specified percentages in
aggregate principal amount of the Debt Securities of that series at the time
Outstanding may on behalf of the Holders of all the Debt Securities of that
series waive any past Default or Event of Default and its consequences for that
series specified in the terms thereof. Any such consent or waiver by the Holder
of this Debt Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Debt Security and of any Debt Security issued upon
the registration of transfer hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Debt Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Debt Security shall not have the right to institute any
action or proceeding at law or in equity or in bankruptcy or otherwise, upon or
under or with respect to the Indenture, or for the appointment of a receiver or
trustee, or for any other remedy thereunder, unless such Holder previously shall
have given to the Trustee written notice of an Event of Default with respect to
the Debt Securities of this series and of the continuance thereof and unless the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of this series shall have made written request upon the Trustee
to institute such action or proceedings in respect of such Event of Default in
its own name as Trustee thereunder and shall have offered to the Trustee such
reasonable indemnity, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such
action or proceedings and no direction inconsistent with such written request
shall have been given to the Trustee by the Holders of a majority in aggregate
principal amount of the Debt Securities of this series at the time Outstanding.
The foregoing shall not apply to any suit instituted by the Holder of this Debt
Security for the enforcement of any payment of principal hereof or interest
hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this
Debt Security or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Debt Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Debt Security is registrable in the Debt
Security Register, upon surrender of this Debt Security for registration of
transfer at the office or agency of the Issuer in any Place of Payment, duly
endorsed or accompanied by a written instrument or instruments of transfer, in
form satisfactory to the Issuer, the Trustee and the Registrar duly executed by
the Registered Holder or his attorney duly authorized in writing, and thereupon
the Issuer shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Debt Security or Debt Securities of
authorized denominations for a like aggregate principal amount.
The Debt Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Debt Securities of this series are
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exchangeable in whole or in part for a like aggregate principal amount of Debt
Securities of this series and of like tenor and terms of a different authorized
denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations
therein set forth, no service charge shall be made for any such registration of
transfer of Debt Securities, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.
Prior to due presentation for registration of transfer of this
Debt Security, the Issuer, the Trustee, any paying agent or any Registrar may
deem and treat the Person in whose name this Debt Security is registered as the
absolute owner hereof for all purposes, whether or not this Debt Security be
overdue, and none of the Issuer, the Trustee, any paying agent or Registrar
shall be affected by notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to herein by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
duly executed under its corporate seal.
Dated: May 24, 1996 WORTHINGTON INDUSTRIES, INC.
By
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Donald G. Barger, Jr., Vice President and
Chief Financial Officer
By
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Dale T. Brinkman, Assistant Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated
therein referred to in the within-mentioned Indenture.
PNC Bank, Ohio, National Association
As Trustee
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By_____________________________
Authorized Signature
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