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Exhibit 4
AMENDMENT TO SECOND AMENDED AND RESTATED
LOAN AGREEMENT
WORTHINGTON INDUSTRIES, INC. ("Borrower"), and THE BANK OF NOVA SCOTIA
AND PNC BANK, NATIONAL ASSOCIATION, as Agents for the Lenders (collectively,
"Agents"), and the Lenders, as such term is defined in the Second Amended and
Restated Loan Agreement, hereby agree as follows:
1. RECITALS.
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1.1 As of October 14, 1998, Borrower, Agents, and Lenders entered into a
Second Amended and Restated Loan Agreement (the "Loan Agreement").
Capitalized terms used herein and not otherwise defined will have the
meanings given such terms in the Loan Agreement.
1.2 Borrower, Agents, and Lenders desire to amend the Loan Agreement
pursuant to this Amendment to Second Amended and Restated Loan Agreement
(the "Amendment").
2. AMENDMENT.
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2.1 Amend Sections 1.1.13 and 1.1.13.1 of the Loan Agreement to provide as
follows:
1.1.13 "Applicable Margin" will mean (in basis points):
1.1.13.1 as to Revolving Loans that bear interest at the Euro-Rate,
initially 20 basis points; provided that such rate will be adjusted as
follows based on Borrower's Senior Unsecured Debt Rating and
Borrower's Ratio each as determined as of the end of the Borrower's
previous quarter:
SENIOR UNSECURED APPLICABLE MARGIN APPLICABLE MARGIN APPLICABLE MARGIN
DEBT RATING WHERE RATIO IS GREATER WHERE RATIO IS GREATER WHERE RATIO IS LESS
THAN OR EQUAL TO 55% THAN OR EQUAL TO 50% 50%
BUT LESS THAN 55%
greater than or equal to A/A2 20.0 18.5 17.0
A-/A3 22.5 20.0 18.5
BBB+/Baa1 25.0 22.5 20.0
BBB/Baa2 25.0 25.0 22.5
less than BBB/Baa2 25.0 25.0 25.0
The Applicable Margin as to Revolving Loans that bear interest at the
Euro-Rate will be adjusted as of the first day of the fiscal quarter
based upon the Senior Unsecured Debt Rating as determined by
Administrative Agent. In the event that Borrower's Senior Unsecured
Debt Rating by Moody's Investor Service, Inc. is different from the
rating received from Standard & Poors Ratings Service, a
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division of McGraw-Hill Companies, Inc. ("Standard & Poors"), the
higher of the two ratings will control. Such adjustments will apply to
all outstanding Revolving Loans that bear interest at the Euro-Rate
and to any such Advances made or converted on or after such date.
2.2 Amend Section 1.1.14 of the Loan Agreement effective September 30,
1999 to provide as follows:
1.1.14 "Applicable Secondary Revolving Credit Margin" will mean as to
Secondary Revolving Credit Loans that bear interest at the Euro-Rate,
initially 21.5 basis points; provided that such rate will be adjusted
as follows based on Borrower's Senior Unsecured Debt Rating and
Borrower's Ratio each as determined as of the end of the Borrower's
previous quarter:
SENIOR UNSECURED APPLICABLE MARGIN APPLICABLE MARGIN APPLICABLE MARGIN
DEBT RATING WHERE RATIO IS GREATER WHERE RATIO IS GREATER WHERE RATIO IS LESS
THAN OR EQUAL TO 55% THAN OR EQUAL TO 50% 50%
BUT LESS THAN 55%
greater than or equal to A/A2 21.5 20.0 18.5
A-/A3 24.0 21.5 20.0
BBB+/Baa1 26.5 24.0 21.5
BBB/Baa2 26.5 26.5 24.0
less than BBB/Baa2 26.5 26.5 26.5
The Applicable Secondary Revolving Credit Margin as to Secondary
Revolving Credit Loans that bear interest at the Euro-Rate will be
adjusted as of the first day of the fiscal quarter based upon the
Senior Unsecured Debt Rating as determined by Administrative Agent. In
the event that Borrower's Senior Unsecured Debt Rating by Moody's
Investor Service, Inc. is different from the rating received from
Standard & Poors Ratings Service, a division of McGraw-Hill Companies,
Inc. ("Standard & Poors"), the higher of the two ratings will control.
Such adjustments will apply to all outstanding Secondary Revolving
Credit Loans that bear interest at the Euro-Rate and to any such
Advances made or converted on or after such date.
2.3 Add a new Section 1.1.92A to the Loan Agreement that provides as
follows:
1.1.92A "Ratio" will mean the ratio of Borrower's Consolidated
Indebtedness to Capitalization Ratio.
2.4 Amend Section 1.1.110 of the Loan Agreement to change "September 30,
1999" to "September 28, 2000", effective September 30, 1999.
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2.5 Amend Section 2.11.2.1 of the Loan Agreement to provide as follows:
2.11.2.1 REVOLVING CREDIT FACILITY FEE. Borrower will pay to
Administrative Agent for the account of Revolving Credit Lenders a
Revolving Credit Facility Fee (in basis points) from and including the
Closing Date to the Termination Date, computed based on the Senior
Unsecured Debt Rating and Borrower's Ratio; provided that, in the
event that Borrower's Senior Unsecured Debt Rating by Moody's Investor
Service, Inc. is different from the rating received from Standard &
Poors Corporation, the higher of the two ratings will control, which
rating and Ratio will be determined as of the end of the previous
fiscal quarter and at the applicable rate set forth below multiplied
by the Total Revolving Credit Commitment, such fee to be payable
quarterly in arrears on last day of each fiscal quarter of Borrower
and upon the Termination Date and to be shared by Revolving Credit
Lenders in their Ratable Portions:
SENIOR UNSECURED APPLICABLE MARGIN APPLICABLE MARGIN APPLICABLE MARGIN
DEBT RATING WHERE RATIO IS GREATER WHERE RATIO IS GREATER WHERE RATIO IS LESS
THAN OR EQUAL TO 55% THAN OR EQUAL TO 50% 50%
BUT LESS THAN 55%
greater than or equal to A/A2 10.0 9.0 8.0
A-/A3 12.5 10.0 9.0
BBB+/Baa1 15.0 12.5 10.0
BBB/Baa2 15.0 15.0 12.5
less than BBB/Baa2 15.0 15.0 15.0
2.6 Amend Section 2.11.2.2 of the Loan Agreement effective September 30,
1999 to provide as follows:
2.6.1.1 SECONDARY REVOLVING CREDIT FACILITY FEE. Borrower will pay to
Administrative Agent for the account of Secondary Revolving Credit
Lenders a Secondary Revolving Credit Facility Fee (in basis points)
from and including the Closing Date to the Secondary Revolving Credit
Termination Date, computed based on the Senior Unsecured Debt Rating
and Borrower's Ratio; provided that, in the event that Borrower's
Senior Unsecured Debt Rating by Moody's Investor Service, Inc. is
different from the rating received from Standard & Poors Corporation,
the higher of the two ratings will control, which rating will be
determined as of the end of the previous fiscal quarter at the
applicable rate set forth below multiplied by the Total Secondary
Revolving Credit Commitment, such fee to be payable quarterly in
arrears on last day of each fiscal quarter of Borrower and upon the
Secondary Revolving Credit Termination Date and to be shared by
Secondary Revolving Credit Lenders in their Ratable Portions:
SENIOR UNSECURED APPLICABLE MARGIN APPLICABLE MARGIN APPLICABLE MARGIN
DEBT RATING WHERE RATIO IS GREATER WHERE RATIO IS GREATER WHERE RATIO IS LESS
THAN OR EQUAL TO 55% THAN OR EQUAL TO 50% 50%
BUT LESS THAN 55%
greater than or equal to A/A2 10.0 9.0 8.0
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A-/A3 12.5 10.0 9.0
BBB+/Baa1 15.0 12.5 10.0
BBB/Baa2 15.0 15.0 12.5
less than BBB/Baa2 15.0 15.0 15.0
2.7 Effective September 30, 1999, amend Section 2.11.2.3 of the Loan
Agreement to change "five basis points" to "ten basis points".
2.8 Amend Section 6.4 of the Loan Agreement to provide as follows:
6.4 CONSOLIDATED INDEBTEDNESS TO CAPITALIZATION. Borrower will not
permit the ratio of Borrower's Consolidated Indebtedness to Borrower's
Capitalization to be greater than the following percentages as
calculated at the end of the each of the following fiscal quarters:
(i) 60% for each fiscal quarter ending August 31, 1999, November 30,
1999, February 29, 2000 and May 31, 2000; (ii) 55% for each fiscal
quarter ending August 31, 2000, November 30, 2000, February 28, 2001
and May 31, 2001; and (iii) 50% calculated as of each August 31,
November 30, February 28 (or 29, as applicable), and May 31,
thereafter for so long as any of the Loans remain outstanding.
Except as otherwise specifically provided herein, such amendments will
be effective as of August 13, 1999.
3. REPRESENTATIONS AND WARRANTIES. To induce Agents and Lenders to enter
into this Amendment, Borrower represents and warrants as follows:
3.1 The representations and warranties of Borrower contained in Section 4
of the Loan Agreement are deemed to have been made again on and as of
the date of execution of this Amendment and will apply to this
Amendment.
3.2 No Event of Default (as such term is defined in Section 7 of the Loan
Agreement) or event or condition which with the lapse of time or
giving of notice or both would constitute an Event of Default exists
on the date hereof.
3.3 The person executing this Amendment and the loan documents to be
executed in connection herewith is a duly elected and acting officer
of Borrower and is duly authorized by the Board of Directors of
Borrower to execute and deliver such documents on behalf of Borrower.
3.4 Borrower and each Subsidiary of Borrower, if any, have reviewed the
areas within each of its businesses and operations that could be
adversely affected by, and have developed or are developing a detailed
plan and timeline to address in a timely manner the risk that certain
computer applications used by Borrower and each
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Subsidiary of Borrower may be unable to recognize and perform properly
date sensitive functions involving dates prior to and after December
31, 1999 (the "Year 2000 Problem"). The Year 2000 Problem will not
result in any material adverse change to Borrower or any Subsidiary of
Borrower.
4. CONDITIONS. Agents' and each Lender's consent to this Amendment is
subject to the following conditions:
4.1 Documentation Agent will have been furnished copies,
certified by the Secretary or assistant Secretary of
Borrower, of resolutions of the Board of Directors of
Borrower authorizing the execution of this Amendment, the
Exhibits hereto and all other documents executed in
connection herewith.
4.2 The representations and warranties of Borrower in SECTION 3
herein will be true.
4.3 Borrower shall pay Administrative Agent the sum of $44,000,
which fee will be distributed by Administrative Agent to
Lenders on a pro rata basis, plus all expenses and
attorneys' fees incurred by Agents in connection with the
preparation, execution, and delivery of this Amendment and
related documents.
5. GENERAL.
5.1 Except as expressly modified herein, the Loan Agreement, as
amended, is and remains in full force and effect.
5.2 Nothing contained herein will be construed as waiving any
default or Event of Default under the Loan Agreement or will
affect or impair any right, power or remedy of Lender under
or with respect to the Loan, the Loan Agreement, as amended,
or any agreement or instrument guaranteeing, securing or
otherwise relating to any of the Loan.
5.3 This Amendment will be binding upon and inure to the benefit
of Borrower, Agents, and Lenders and their respective
successors and assigns.
5.4 All representations, warranties and covenants made by
Borrower herein will survive the execution and delivery of
this Amendment.
5.5 This Amendment will in all respects be governed and
construed in accordance with the laws of the State of Ohio.
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Dated as of August 13, 1999.
WORTHINGTON INDUSTRIES, INC.,
as Borrower
By: /s/ Gregory P. Youngblood
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Print Name: Gregory P. Youngblood
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Title: Treasurer
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THE BANK OF NOVA SCOTIA,
on its own behalf as Lender and as
Administrative Agent
By: /s/ F.C.H. Ashby
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Print Name: F.C.H. Ashby
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Title: Senior Manager Loan Operations
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PNC BANK, NATIONAL
ASSOCIATION,
on its own behalf as Lender and as
Documentation Agent,
By: /s/ David B. Gookin
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Print Name: David B. Gookin
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Title: Vice President
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BANK OF AMERICA, N.A.,
as Lender
By: /s/ Valerie C. Mills
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Print Name: Valerie C. Mills
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Title: Managing Director
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WACHOVIA BANK, N.A.,
as Lender
By: /s/ Bradford L. Watkins
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Print Name: Bradford L. Watkins
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Title: Vice President
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BANK ONE, MICHIGAN,
as Lender
By: /s/ Michael R. Zaksheske
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Print Name: Michael R. Zaksheske
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Title: Vice President
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BANK ONE, N.A.,
as Lender
By: /s/ Thomas E. Redmond
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Print Name: Thomas E. Redmond
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Title: Vice President
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NATIONAL CITY BANK,
as Lender
By: /s/ William J. Whitley
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Print Name: William J. Whitley
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Title: Senior Vice President
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