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364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (341K)
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$155,000,000
364-DAY
REVOLVING
CREDIT AGREEMENT
DATED AS OF MAY 10, 2002
AMONG
WORTHINGTON INDUSTRIES, INC.,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION,
AS SWINGLINE LENDER AND ADMINISTRATIVE AGENT,
AND
FIRST UNION SECURITIES, INC.
AND
PNC CAPITAL MARKETS, INC.,
AS CO-SYNDICATION AGENTS
-----------------------------
FIRST UNION SECURITIES, INC.
AND
PNC CAPITAL MARKETS, INC.,
AS CO-LEAD ARRANGERS
================================================================================
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364-DAY REVOLVING
CREDIT AGREEMENT
This 364-Day Revolving Credit Agreement is dated as of May 10,
2002 and is among WORTHINGTON INDUSTRIES, INC., an Ohio corporation (the
"BORROWER"), the banks and other financial institutions from time to time party
hereto (the "LENDERS"), PNC BANK, NATIONAL ASSOCIATION, Swingline Lender and
Administrative Agent.
The Borrower has requested the Lenders to provide a revolving
credit facility to the Borrower in the aggregate principal amount of
$155,000,000 for the purposes hereinafter set forth. The Lenders are willing to
make the requested credit facility available to the Borrower on the terms and
conditions set forth herein. Accordingly, in consideration of the mutual
agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01 DEFINED TERMS. As used in this Agreement, the
following terms shall have the meanings set forth below:
"ABSOLUTE RATE AUCTION" means a solicitation of Competitive
Bids setting forth Competitive Bid Absolute Rates pursuant to SECTION 2.03 for
Competitive Bid Loans.
"ACTIVE RESTRICTED SUBSIDIARY" means a Restricted Subsidiary
having a net worth in excess of $1,000,000.
"ADDITIONAL SENIOR INDEBTEDNESS" means Indebtedness of the
Borrower incurred after the Closing Date which is secured on a pari passu basis
by the Collateral (as defined in the Pledge Agreement).
"ADJUSTED CONSOLIDATED OPERATING INCOME" means, for any
period, the consolidated operating income (or loss) of the Borrower and its
Consolidated Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP; PROVIDED, that there shall be excluded from the
calculation of Adjusted Consolidated Operating Income (i) the income (or loss)
of any consolidated joint venture, except to the extent that any such income is
actually received by the Borrower or any such Consolidated Subsidiary in the
form of dividends or other distributions during such period and (ii) any effect
which would otherwise result from the Consolidation Plan.
"ADMINISTRATIVE AGENT" means PNC Bank, National Association,
in its capacity as administrative agent for the Lenders hereunder and under the
other Loan Documents, and its successor or successors in such capacity.
"ADMINISTRATIVE AGENT'S OFFICE" means the Administrative
Agent's address and, as appropriate, account as set forth on SCHEDULE 10.02, or
such other address and account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.
"AFFILIATE" means, as to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (i)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election
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of directors or managing general partners or (ii) to direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.
"AGENT" means the Administrative Agent or the Co-Syndication
Agents and any successors and assigns in such capacity, and "AGENTS" means any
two or more of them.
"AGENT-RELATED PERSONS" means any Agent, together with its
Affiliates (including in the case of PNC Bank, National Association in its
capacity as the Administrative Agent), and the officers, directors, employees,
agents and attorneys-in-fact of such Person and its Affiliates.
"AGREEMENT" means this Agreement, as amended, restated,
supplemented or otherwise modified from time to time.
"APPLICABLE INTERBANK OFFERED RATE" for any Eurodollar Loan
for the Interest Period applicable thereto means:
(i) the rate per annum equal to the rate determined by
the Administrative Agent to be the offered rate that appears on
display page 3750 of the Telerate screen (or any successor thereto)
that displays the average British Bankers Association Interest
Settlement Rate for deposits in Dollars (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period; or
(ii) if the rate referenced in CLAUSE (i) above does not
appear on such page or service or such page or service shall cease
to be available, the rate per annum equal to the rate determined by
the Administrative Agent to be the offered rate that appears on such
other page or service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for
delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately
11:00 A.M. two Business Days prior to the first day of such Interest
Period; or
(iii) if the rates referenced in the preceding CLAUSES
(i) and (ii) are not available, the rate per annum determined by the
Administrative Agent as the rate of interest (rounded upwards to the
next 1/100th of 1%) at which deposits in Dollars for delivery on the
first day of such Interest Period in same day funds in the
approximate amount of the Eurodollar Loan being made, continued or
converted with a term equivalent to such Interest Period would be
offered by PNC Bank, National Association or one of its Affiliates
to major banks in the offshore market for Dollars at their request
at approximately 11:00 A.M. (London time) two Business Days prior to
the first day of such Interest Period.
"APPLICABLE LENDING OFFICE" means with respect to any Lender
and for each Class and Type of Loan, the "Lending Office" of such Lender (or of
an Affiliate of such Lender) designated for such Class and Type of Loan on
SCHEDULE 10.02 or such other office of such Lender (or of an Affiliate of such
Lender) as such Lender may from time to time specify to the Administrative Agent
and the Borrower as the office by which its Loans of such Class and Type are to
be made and maintained; PROVIDED, that any Lender may from time to time by
notice to the Borrower and the Administrative Agent (x) designate separate
Eurodollar Lending Offices for loans in different currencies, in which case all
references herein to the Applicable Lending Office of such Lender shall, with
respect to its Eurodollar Loans, be deemed to refer to any or all of such
offices, as the context may require, and (y) designate separate Competitive Bid
Lending Offices for (A) its Competitive Bid LIBOR Loans, (B) its Competitive Bid
Absolute Rate Loans and (C) its Competitive Bid Loans in different currencies,
in which case all
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references herein to the Applicable Lending Office of such Lender shall, with
respect to such Loans, be deemed to refer to any or all of such offices, as the
context may require.
"APPLICABLE MARGIN" means, for purposes of calculating (i) the
applicable interest rate for any day for any Base Rate Loans or Eurodollar
Loans, (ii) the applicable rate for the Facility Fee for any day for purposes of
SECTION 2.11(a) or (iii) the applicable rate for the Utilization Fee for any day
for purposes of SECTION 2.11(b), the appropriate applicable percentage set forth
below corresponding to then current Worthington's Ratings:
{TABLE}
{CAPTION}
===================== ====================== ========================= ===================== ============================
Applicable Applicable Percentage for
Worthington's Applicable Percentage Percentage for Base Eurodollar
Ratings (S&P/Moody's) for Facility Fees Rate Loans Loans
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
{S} {C} {C} {C} {C}
.400%
Category A: A-/A3 or higher .100% 0%
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
Category B: BBB+/Baa1 .125% 0% .500%
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
Category C: BBB/Baa2 .150% 0% .600%
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
Category D: BBB-/Baa3 .175% 0% .700%
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
Category E: BB+/Ba1 or .250% 0% 1.25%
lower or unrated
===================== ====================== ========================= ===================== ============================
{/TABLE}
{TABLE}
{CAPTION}
======================= ====================== ============================= =============================
Applicable Percentage for Applicable Percentage for
Worthington's Utilization Fee: Utilization Fee:
Ratings (S&P/Moody's) Usage } 33% of Commitments Usage } 66% of Commitments
----------------------- ---------------------- ----------------------------- -----------------------------
{S} {C} {C} {C}
Category A: A-/A3 or higher .125% .250%
----------------------- ---------------------- ----------------------------- -----------------------------
Category B: BBB+/Baa1 .125% .250%
----------------------- ---------------------- ----------------------------- -----------------------------
Category C: BBB/Baa2 .125% .250%
----------------------- ---------------------- ----------------------------- -----------------------------
Category D: BBB-/Baa3 .125% .250%
----------------------- ---------------------- ----------------------------- -----------------------------
Category E: BB+/Ba1 or .125% .250%
lower or unrated
======================= ====================== ============================= =============================
{/TABLE}
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Initially, the Applicable Margins for Base Rate Loans and
Eurodollar Loans and the applicable rate for Facility Fees shall be based upon
Worthington's Ratings specified in the certificate delivered pursuant to SECTION
4.01(d)(ii) of this Agreement. Thereafter, each change in the Applicable Margins
for Base Rate Loans and Eurodollar Loans and the applicable rate for Facility
Fees shall be effective during the period commencing on the date of a public
announcement with respect to a change in Worthington's Ratings and ending on the
date immediately preceding the effective date of the next such change, if any.
In the event a rating differential of one level exists, Worthington's Ratings
shall be deemed to be the higher of the two ratings. In the event a rating
differential of more than one level exists, Worthington's Ratings shall be
deemed to be one level below the higher rating.
"APPROVED FUND" means (i) with respect to any Lender, an
entity (whether a corporation, partnership, limited liability company, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is managed by such Lender or an Affiliate of such Lender, (ii) with
respect to any Lender that is a fund that invests in bank loans and similar
extensions of credit, any other fund that invests in bank loans and similar
extensions of credit and is managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor and (iii) any special
purpose funding vehicle described in SECTION 10.06(h).
"ASSIGNMENT AND ACCEPTANCE" means an Assignment and
Acceptance, substantially in the form of EXHIBIT C hereto, under which an
interest of a Lender hereunder is transferred to an Eligible Assignee pursuant
to SECTION 10.06(b).
"ASSOCIATE" has the meaning given to it in Rule 12b-2 under
the Exchange Act.
"ATTORNEY COSTS" means all reasonable and actual fees and
disbursements of any law firm or other external counsel.
"BANKRUPTCY EVENT" means, with respect to any Person, (i) a
court or governmental agency having appropriate jurisdiction shall enter a
decree or order for relief in respect of such Person in an involuntary case
under any Debtor Relief Law now or hereafter in effect, or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
such Person or for any substantial part of its property or ordering the winding
up or liquidation of its affairs, (ii) an involuntary case under any applicable
Debtor Relief Law now or hereafter in effect is commenced against such Person
and such petition remains unstayed and in effect for a period of 60 consecutive
days, (iii) such Person shall commence a voluntary case under any applicable
Debtor Relief Law now or hereafter in effect, or consent to the entry of an
order for relief in an involuntary case under any such law, or consent to the
appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of such Person or any substantial part
of its property or make any general assignment for the benefit of creditors or
(iv) such Person shall admit in writing its inability to pay its debts generally
as they become due or any definitive action shall be taken by such Person in
preparation for any of the aforesaid.
"BASE RATE" means, for any day, (a) a rate per annum equal to
the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus
the Federal Funds Rate for such day (any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Rate) or (b)
exclusively for purposes of Swingline Loans, any other rate per annum that may
be agreed upon between the Swingline Lender and the Borrower.
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"BASE RATE LOAN" means a Committed Loan (Syndicated or
Swingline) which bears interest at the Base Rate pursuant to the applicable
Notice of Syndicated Loan, Swingline Loan Request, Notice of
Extension/Conversion or the provisions of ARTICLE III.
"BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America.
"BORROWER" means Worthington Industries, Inc., an Ohio
corporation, and its successors.
"BORROWER'S 2001 FORM 10-K" means the Borrower's annual report
on Form 10-K for the fiscal year ended May 31, 2001, as filed with the
Securities and Exchange Commission pursuant to the Exchange Act.
"BORROWER'S LATEST FORM 10-Q" means the Borrower's quarterly
report on Form 10-Q for the quarter ended February 28, 2002, as filed with the
Securities and Exchange Commission pursuant to the Exchange Act.
"BORROWING" has the meaning set forth in SECTION 1.04.
"BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks are authorized or required to close, under
the laws of, or are in fact closed in, the state where the Administrative
Agent's Office is located, except that if such day relates to a borrowing of, a
payment or prepayment of principal of or interest on, or the Interest Period
for, a Eurodollar Loan, or a notice by the Borrower with respect to any such
borrowing, payment, prepayment or Interest Period, such day shall also be a day
on which commercial banks are open for international business (including
dealings in Dollar deposits) in London.
"CAPITAL LEASE" of any Person means any lease of property
(whether real, personal or mixed) by such Person as lessee which would, in
accordance with GAAP, be required to be accounted for as a capital lease on the
balance sheet of such Person.
"CAPITAL LEASE OBLIGATIONS" means, with respect to any Person,
all obligations of such Person as lessee under Capital Leases, in each case
taken at the amount thereof accounted for as liabilities in accordance with
GAAP.
"CAPITALIZATION" means Consolidated Indebtedness plus
Consolidated Net Worth.
"CASH EQUIVALENTS" means:
(i) securities issued or directly and fully guaranteed
or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED, that the full faith and credit of
the United States of America is pledged in support thereof) having
maturities of not more than twelve months from the date of
acquisition;
(ii) Dollar-denominated certificates of deposit of (A)
any Lender, (B) any United States commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or (C)
any bank whose (or whose parent company's) short-term commercial
paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such
bank being an "APPROVED LENDER"), in each case with maturities of
not more than 270 days from the date of acquisition;
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(iii) commercial paper and variable or fixed rate notes
issued by any Approved Lender (or by the parent company thereof) or
any variable rate notes issued by, or guaranteed by, any domestic
corporation not an Affiliate of the Borrower rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent
thereof) or better by Moody's and maturing within six months of the
date of acquisition;
(iv) repurchase agreements with a bank or trust company
(including any of the Lenders) or recognized securities dealer
having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States of
America in which the Borrower or one or more of its Subsidiaries
shall have a perfected first priority security interest (subject to
no other Liens) and having, on the date of purchase thereof, a fair
market value of at least 100% of the amount of the repurchase
obligations; and
(v) Investments, classified in accordance with GAAP as
current assets, in money market investment programs registered under
the Investment Company Act of 1940, as amended, which are
administered by reputable financial institutions having capital of
at least $500,000,000 and the portfolios of which are limited to
Investments of the character described in the foregoing CLAUSES (i)
through (iv).
"CHANGE OF CONTROL" means, with respect to any Person, an
event or series of events by which:
(i) any "person" or "group" (within the meaning of
Section 13(d) and 14(d) of the Exchange Act) (other than John H.
McConnell, John P. McConnell, their Affiliates, their 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 Subsidiary of the Borrower or any trustee or
fiduciary with respect to any such plan when acting in such
capacity) has become the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall
be deemed to have "beneficial ownership" of all securities that any
such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), by way
of merger, consolidation or otherwise, of 30% or more of the Equity
Interests of such Person on a fully-diluted basis after giving
effect to the conversion and exercise of all outstanding Equity
Equivalents (whether or not such Equity Equivalents are then
currently convertible or exercisable); or
(ii) during any period of 12 consecutive months, a
majority of the members of the board of directors or other
equivalent governing body of such Person cease to be composed of
individuals (A) who were members of that board or equivalent
governing body on the first day of such period, (B) whose election
or nomination to that board or equivalent governing body was
approved by individuals referred to in CLAUSE (ii)(A) above
constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (C) whose
election or nomination to that board or other equivalent governing
body was approved by individuals referred to in CLAUSES (ii)(A) and
(B) above constituting at the time of such election or nomination at
least a majority of that board or equivalent governing body.
"CLASS" has the meaning set forth in SECTION 1.04.
"CLOSING DATE" means the date on or after the Effective Date
when the conditions precedent in SECTION 4.01 are satisfied.
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"CODE" means the Internal Revenue Code of 1986, as amended,
and any successor statute thereto, as interpreted by the rules and regulations
issued thereunder, in each case as in effect from time to time.
"COLLATERAL AGENT" means Wells Fargo Bank Minnesota, National
Association, in its capacity as collateral agent under the Pledge Agreement,
together with its successors and permitted assigns.
"COMMITMENT" means (i) with respect to each Lender, its
Revolving Commitment and (ii) with respect to the Swingline Lender, the
Swingline Commitment, in each case in the respective amount set forth on
SCHEDULE 1.01A or in the applicable Assignment and Acceptance as its Commitment
of the applicable Class, as any such amount may be increased or decreased from
time to time pursuant to this Agreement.
"COMMITMENT INCREASE DATE" has the meaning set forth in
SECTION 2.10(e).
"COMMITTED LOAN" means a Syndicated Loan or a Swingline Loan.
"COMPETITIVE BID" has the meaning set forth in SECTION
2.03(d).
"COMPETITIVE BID ABSOLUTE RATE" has the meaning set forth in
Section 2.03(d)(ii)(D).
"COMPETITIVE BID ABSOLUTE RATE LOAN" means a Competitive Bid
Loan made by a Lender pursuant to an Absolute Rate Auction.
"COMPETITIVE BID LIBOR LOAN" means a Competitive Bid Loan made
by a Lender pursuant to a LIBOR Auction (including such a Loan bearing interest
at the Base Rate pursuant to ARTICLE III).
"COMPETITIVE BID LOAN" means a Competitive Bid LIBOR Loan or a
Competitive Bid Absolute Rate Loan.
"COMPETITIVE BID MARGIN" has the meaning set forth in SECTION
2.03(d)(ii)(C).
"COMPETITIVE BID NOTE" means a promissory note, substantially
in the form of Exhibit B-2 hereto, evidencing the obligation of the Borrower to
repay outstanding Competitive Bid Loans, as such note may be amended, modified,
supplemented, extended, renewed or replaced from time to time.
"COMPETITIVE BID QUOTE" has the meaning set forth in SECTION
2.03(b)(iv).
"COMPETITIVE BID REQUEST" has the meaning set forth in SECTION
2.03(b).
"CONSOLIDATED EBITDA" means for any period the sum of (i)
Consolidated Net Income for such period plus (ii) an amount which, in the
determination of Consolidated Net Income for such period, has been deducted for
(A) Consolidated Interest Expense, (B) provisions for Federal, state, local and
foreign income, value added and similar taxes, (C) depreciation, amortization
(including, without limitation, amortization of goodwill and other intangibles)
and other non-cash expense, all determined in accordance with GAAP and (D)
solely for the fiscal quarters ended May 31, 2002, August 31, 2002, November 30,
2002 and February 28, 2003, an amount not in excess of $90,000,000 in the
aggregate with respect to the expense related to the Consolidation Plan, minus
(iii) an amount which, in the determination of Consolidated Net Income for such
period, has been added for (A) interest income and (B) any non-cash income or
non-cash gains, all as determined in accordance with GAAP. If the Borrower or
any
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Subsidiary makes an acquisition or a material divestiture, in either case to the
extent permitted pursuant to this Agreement, during any period for which
Consolidated EBITDA is measured, then for purposes of determining the Leverage
Ratio, Consolidated EBITDA shall be adjusted for the period of time prior to the
date of such acquisition or divesture by adding the historical financial results
for such period of the Person or assets acquired (without taking account of cost
savings or others synergies unless approved by the Required Lenders) or deleting
that portion of the financial results of the Borrower and its Consolidated
Subsidiaries for such period attributable to the Person or assets divested, all
as reasonably determined by the Borrower and certified to the Administrative
Agent and the Lenders.
"CONSOLIDATED INDEBTEDNESS" means at any date the Indebtedness
of the Borrower and its Subsidiaries, determined on a consolidated basis as of
such date.
"CONSOLIDATED INTEREST EXPENSE" means, for any period, the
total interest expense, whether paid or accrued and whether or not capitalized
(including, without limitation, amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments under
Capital Lease Obligations and the implied interest component of Synthetic Lease
Obligations (regardless of whether accounted for as interest expense under
GAAP), all commissions, discounts and other fees and charges owed with respect
to letters of credit, bankers' acceptances and asset securities and other
similar off balance street transactions and net costs in respect of Derivatives
Obligations constituting interest rate swaps, collars, caps or other
arrangements requiring payments contingent upon interest rates of the Borrower
and its Restricted Subsidiaries), determined on a consolidated basis for such
period.
"CONSOLIDATED NET INCOME" means, for any period, the net
income (or net loss) after taxes of the Borrower and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP; PROVIDED,
that there shall be excluded from the calculation of Consolidated Net Income (i)
the income (or loss) of any Person in which any other Person (other than the
Borrower or any of its Wholly-Owned Subsidiaries) has an ownership interest,
except to the extent that any such income is actually received by the Borrower
or such Wholly-Owned Subsidiary in the form of dividends or other distributions
during such period and (ii) the income of any Subsidiary of the Borrower to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that income 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 that Subsidiary.
"CONSOLIDATED NET TANGIBLE ASSETS" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Borrower and its Subsidiaries for the total assets (less
accumulated depletion, depreciation or amortization, allowances for doubtful
receivables, other applicable reserves and other properly deductible items) of
the Borrower and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP, after giving effect to purchase accounting and after
deducting therefrom, to the extent included in total assets, in each case as
determined on a consolidated basis in accordance with GAAP (without
duplication): (i) the aggregate amount of liabilities of the Borrower and its
Subsidiaries which may properly be classified as current liabilities (including
taxes accrued as estimated); (ii) current Indebtedness and current maturities of
long-term Indebtedness; (iii) minority interests in the Borrower's subsidiaries
held by Persons other than the Borrower or a wholly-owned Subsidiary of the
Borrower; and (iv) unamortized debt discount and expenses and other unamortized
deferred charges, goodwill, patents, trademarks, service marks, trade names,
copyrights, licenses, organization or developmental expenses and other
intangible items.
"CONSOLIDATED NET WORTH" means at any time the consolidated
stockholders' equity of the Borrower and its Subsidiaries calculated on a
consolidated basis in accordance with GAAP as of such time.
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"CONSOLIDATED SUBSIDIARY" means with respect to any Person at
any date any Subsidiary of such Person or other entity the accounts of which
would be consolidated with those of such Person in its consolidated financial
statements if such statements were prepared as of such date in accordance with
GAAP.
"CONSOLIDATION PLAN" means the consolidation plan and
impairment reserve announced by the Borrower in a press release dated January
24, 2002 that will result in no more than $90,000,000 in one-time charges to net
income during the fiscal quarter ended February 28, 2002.
"CONTRACTUAL OBLIGATION" means, as to any Person, any
provision of any material security issued by such Person or of any material
agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.
"CONTROLLING PERSON" means, with respect any Person, the
beneficial owner of a percentage of the voting power of the Equity Interests of
any such Person sufficient to approve an action of any such Person which
requires a simple majority of the owners of such Equity Interest to vote to
approve any such action; PROVIDED, that any such Person is a Consolidated
Subsidiary of such Controlling Person.
"CREDIT EXPOSURE" has the meaning set forth in the definition
of "REQUIRED LENDERS" in this SECTION 1.01.
"CREDIT EXTENSION" means a Borrowing, a Competitive Bid Loan
or the purchase by a Lender of a Participation Interest.
"CREDITOR" means each Lender, each Agent and each Indemnitee
and their respective successors and assigns, and "Creditors" means any two or
more of such Creditors.
"DEBTOR RELIEF LAWS" means the Bankruptcy Reform Act of 1978,
as amended, 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 of
America or other applicable jurisdiction from time to time affecting the rights
of creditors generally.
"DEFAULT" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.
"DEFAULTING LENDER" means at any time any Lender that, within
one Business Day of when due, (i) has failed to make a Loan or purchase a
Participation Interest in a Swingline Loan required pursuant to the terms of
this Agreement, (ii) other than as set forth in CLAUSE (i) above, has failed to
pay to any Agent or any Lender an amount owed by such Lender pursuant to the
terms of this Agreement or any other Loan Document or (iii) has been deemed
insolvent or has become subject to a Bankruptcy Event.
"DERIVATIVES AGREEMENT" means (i) 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 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
(ii) any and all transactions of any kind, and the related confirmations, which
are subject to the terms and
-9-
{PAGE}
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 master agreement.
"DERIVATIVES OBLIGATIONS" of any Person means all obligations
(including, without limitation, any amounts which accrue after the commencement
of any Bankruptcy Event with respect to such Person, whether or not allowed or
allowable as a claim under any applicable Debtor Relief Laws) of such Person in
respect of any Derivatives Agreement, excluding any amounts which such Person is
entitled to set-off against its obligations under applicable law.
"DISPOSITION" or "DISPOSE" means the sale, transfer, license
or other disposition (including any Sale/Leaseback Transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes, accounts receivable or payment intangible or
any rights or claims associated therewith.
"DOLLARS" and the sign "$" means lawful money of the United
States of America.
"EFFECTIVE DATE" means the date this Agreement becomes
effective in accordance with SECTION 10.17.
"ELIGIBLE ASSIGNEE" means (i) any Lender, (ii) any Affiliate
of a Lender, (iii) any Approved Fund and (iv) any other Person (other than a
natural Person) approved by (A) the Administrative Agent, (B) in the case of any
assignment of a Revolving Commitment, the Swingline Lender and (C) unless (x)
such Person is taking delivery of an assignment in connection with physical
settlement of a credit derivatives transaction or (y) an Event of Default has
occurred and is continuing at the time any assignment is effected pursuant to
SECTION 10.06(b), the Borrower (each such approval not to be unreasonably
withheld or delayed and any such approval required of the Borrower to be deemed
given by the Borrower if no objection from the Borrower is received by the
assigning Lender and the Administrative Agent within two Business Days after
notice of such proposed assignment has been provided by the assigning Lender to
the Borrower); PROVIDED, HOWEVER, that the Borrower and its Affiliates shall not
qualify as Eligible Assignees.
"ENVIRONMENTAL LAWS" means any current or future legal
requirement of any Governmental Authority pertaining to (i) the protection of
health, safety, and the environment, (ii) the conservation, management or use of
natural resources and wildlife, (iii) the protection or use of surface water and
groundwater or (iv) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, release, threatened
release, abatement, removal, remediation or handling of, or exposure to, any
hazardous or toxic substance or material and includes, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC
9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC
6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water
Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401
et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous
Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and
Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990,
33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986,
42 USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et
seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any
analogous implementing or successor law, and any amendment, rule, regulation,
order or directive issued thereunder.
-10-
{PAGE}
"EQUITY EQUIVALENTS" means with respect to any Person any
rights, warrants, options, convertible securities, exchangeable securities,
indebtedness or other rights, in each case exercisable for or convertible or
exchangeable into, directly or indirectly, Equity Interests of such Person or
securities exercisable for or convertible or exchangeable into Equity Interests
of such Person, whether at the time of issuance or upon the passage of time or
the occurrence of some future event.
"EQUITY INTERESTS" means all shares of capital stock,
partnership interests (whether general or limited), limited liability company
membership interests, beneficial interests in a trust and any other interest or
participation that confers on a Person the right to receive a share of profits
or losses, or distributions of assets, of an issuing Person, but excluding any
debt securities convertible into such Equity Interests.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute thereto, as interpreted by the rules
and regulations issued thereunder, in each case as in effect from time to time.
"ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).
"ERISA EVENT" means: (i) a Reportable Event with respect to a
Pension Plan; (ii) a withdrawal by the Borrower 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); (iii) a
complete or partial withdrawal by the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (iv) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (v) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (vi) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.
"EURODOLLAR RATE" means, for each Interest Period for each
Eurodollar Loan comprising the same Group, the quotient obtained (rounded
upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) the
Applicable Interbank Offered Rate for Dollars for such Interest Period by (ii)
1.00 minus the Eurodollar Reserve Percentage.
"EURODOLLAR RESERVE PERCENTAGE" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board (or any other entity succeeding to the functions
currently performed thereby) for determining the maximum reserve requirement for
a member bank of the Federal Reserve System in New York City with deposits
exceeding five billion Dollars in respect of "Eurodollar liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Eurodollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Lender to United States residents), whether or
not a Lender has any Eurodollar liabilities subject to such reserve requirement
at that time. Eurodollar Loans shall be deemed to constitute Eurodollar
liabilities and as such shall be deemed subject to reserve requirements without
benefits of credits for prorations, exceptions or offsets that may be available
from time to time to a Lender. The Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurodollar
Reserve Percentage.
-11-
{PAGE}
"EURODOLLAR LOAN" means a Syndicated Loan which bears interest
at a Eurodollar Rate pursuant to the applicable Notice of Syndicated Loan or
Notice of Extension/Conversion.
"EVENT OF DEFAULT" has the meaning set forth in SECTION 8.01.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and any successor statute thereto, together with the rules and
regulations promulgated thereunder.
"EXISTING LETTERS OF CREDIT" means the letters of credit
issued for the account of the Borrower and any Restricted Subsidiary before the
Closing Date and described by date of issuance, letter of credit number, undrawn
amount, name of beneficiary and date of expiry on SCHEDULE 7.01 hereto, without
giving effect to any extension of the term thereof.
"FACILITY FEE" has the meaning set forth in SECTION 2.11(a).
"FAILED LOAN" has the meaning set forth in SECTION 2.04(e).
"FEDERAL FUNDS RATE" means for any day the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) 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, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; PROVIDED, that (i) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (ii) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to the
Administrative Agent on such day on such transactions as determined by the
Administrative Agent.
"FIVE YEAR CREDIT AGREEMENT" means the $155,000,000 Five Year
Revolving Credit Agreement dated as of May 10, 2002 among the Borrower, the
banks and other financial institutions from time to time party thereto and PNC
Bank, National Association, as Administrative Agent, as the same may be amended,
restated, supplemented or otherwise modified from time to time.
"FIXED RATE LOAN" means Eurodollar Loans or Competitive Bid
Loans (excluding Competitive Bid LIBOR Loans bearing interest at the Base Rate)
or any combination of the foregoing.
"FOREIGN SUBSIDIARY" means with respect to any Person any
Subsidiary of such Person that is organized outside the United States and
conducts substantially all of its business outside the United States.
"GAAP" means at any time generally accepted accounting
principles as then in effect in the United States, applied on a basis consistent
(except for changes with which the Borrower's independent public accountants
have concurred) with the most recent audited consolidated financial statements
of the Borrower and its Consolidated Subsidiaries previously delivered to the
Lenders.
"GOVERNMENTAL AUTHORITY" means any federal, state, local,
provincial or foreign government, authority, agency, central bank,
quasi-governmental or regulatory authority, court or other body or entity, and
any arbitrator with authority to bind a party at law.
"GROUP OF LOANS" means at any time a group of Loans consisting
of (i) all Loans which are Base Rate Loans at such time or (ii) all Loans which
are Eurodollar Loans having the same Interest Period at such time; PROVIDED,
that if a Committed Loan of any particular Lender is converted to or made
-12-
{PAGE}
as a Base Rate Loan pursuant to ARTICLE III, such Loan shall be included in the
same Group of Loans from time to time as it would have been had it not been so
converted or made.
"GUARANTY OBLIGATION" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of
any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness of such other Person (whether
arising by virtue of partnership arrangements, or by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); PROVIDED, HOWEVER, that the term "Guaranty Obligation" shall not
include endorsements for collection or deposit in the ordinary course of
business. The term "Guaranty" used as a verb has a corresponding meaning. The
amount of any Guaranty Obligation hereunder shall (subject to any limitations
set forth therein) be deemed to be an amount equal to the outstanding principal
amount (or maximum principal amount, if larger) of the Indebtedness in respect
of which such Guaranty Obligation is made.
"HOLDER OF ADDITIONAL SENIOR INDEBTEDNESS" means a holder of
the Additional Senior Indebtedness, or any Person acting in a representative
capacity for any such holder, that executes and delivers a Joinder Agreement
substantially in the form of Exhibit B to the Trust Agreement.
"INDEBTEDNESS" of any Person means at any date, without
duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such person evidenced by bond, debentures, notes or other similar
instruments, (iii) all obligations of such Person to pay the deferred purchase
price of property or services, except trade accounts payable arising in the
ordinary course of business, (iv) all obligations of such Person as lessee that
are capitalized in accordance with GAAP, (v) all Guaranty Obligations, (vi) all
contingent or non-contingent obligations of such Person to reimburse any bank or
other Person in respect of amounts paid or payable (currently or in the future,
on a contingent or non-contingent basis) under a letter of credit or similar
instrument, (vii) 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) and (viii) proceeds paid to such Person from asset
securitization, synthetic sale/leaseback and other similar off balance sheet
transactions.
"INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION
10.05.
"INDEMNITEE" has the meaning set forth in SECTION 10.05.
"INTEREST PAYMENT DATE" means (i) as to Base Rate Loans, the
last day of each fiscal quarter of the Borrower and the Maturity Date and (ii)
as to Eurodollar Loans, the last day of each applicable Interest Period and the
Maturity Date, and, where the applicable Interest Period for a Eurodollar Loan
is greater than three months, also the date three months from the beginning of
the Interest Period and each three months thereafter.
"INTEREST PERIOD" means:
(i) with respect to each Eurodollar Loan, a period
commencing on the date of borrowing specified in the applicable
Notice of Borrowing or on the date specified in the applicable
Notice of Extension/Conversion and ending one, two, three or six
months thereafter, as the Borrower may elect in the applicable
notice; PROVIDED, that:
-13-
{PAGE}
(A) any Interest Period (except an Interest
Period determined pursuant to CLAUSE (i)(C) below) which
would otherwise end on a day which is not a Business Day
shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on
the next preceding Business Day;
(B) any Interest Period which begins on the
last Business Day in 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, subject to CLAUSE (C) below, end on the last
Business Day of a calendar month;
(C) any Interest Period which would
otherwise end after the Maturity Date shall end on the
Maturity Date;
(ii) with respect to each Competitive Bid LIBOR Loan,
the period commencing on the date of borrowing specified in the
applicable Notice of Borrowing and ending one, two, three or six
months thereafter as the Borrower may elect in accordance with
SECTION 2.03, PROVIDED, that:
(A) any Interest Period (except an Interest
Period determined pursuant to CLAUSE (ii)(C) below)
which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another
calendar month, in which case such Interest Period shall
end on the next preceding Business Day;
(B) any Interest Period which begins on the
last Business Day in 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, subject to CLAUSE (ii)(C) below, end on the last
Business Day in a calendar month; and
(C) any Interest Period which would
otherwise end after the Maturity Date shall end on such
Maturity Date; and
(iii) with respect to each Competitive Bid Absolute Rate
Loan, the period commencing on the date of borrowing specified in
the applicable Notice of Borrowing and ending such number of days
thereafter (but not less than seven) as the Borrower may elect in
accordance with SECTION 2.03; PROVIDED, that:
(A) any Interest Period (except an Interest
Period determined pursuant to CLAUSE (iii)(B) below)
which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding
Business Day; and
(B) any Interest Period which would
otherwise end after the Maturity Date shall end on such
Maturity Date.
"INVESTMENT" in any Person means (i) the acquisition (whether
for cash, property, services, assumption of Indebtedness, securities or
otherwise) of assets, shares of Capital Stock, bonds, notes, debentures, time
deposits or other securities of such other Person, (ii) any deposit with, or
advance, loan or other extension of credit to or for the benefit of such Person
(other than deposits made in connection with the purchase of equipment or
inventory in the ordinary course of business) or (iii) any other capital
contribution to or investment in such Person, including by way of Guaranty
Obligations of
-14-
{PAGE}
any obligation of such Person, any support for a letter of credit issued on
behalf of such Person incurred for the benefit of such Person or in the case of
any Restricted Subsidiary of the Borrower, any release, cancellation, compromise
or forgiveness in whole or in part of any Indebtedness owing by such Restricted
Subsidiary.
"LAW" means any international, foreign, Federal, state or
local statute, treaty, rule, guideline, regulation, ordinance, code, or
administrative or judicial precedent or authority, including the interpretation
or administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.
"LENDER" means each bank or other lending institution listed
on SCHEDULE 1.01A, each Eligible Assignee that becomes a Lender pursuant to
SECTION 10.06(b) and their respective successors and shall include, as the
context may require, the Swingline Lender, in such capacity.
"LEVERAGE RATIO" means on any date the ratio of (i)
Consolidated Indebtedness as of such date to (ii) Consolidated EBITDA.
"LIBOR AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins based on the Applicable Interbank Offered
Rate pursuant to SECTION 2.03.
"LIEN" means, with respect to any asset, any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of any financing statement under the Uniform Commercial Code or comparable Laws
of any jurisdiction), including the interest of a purchaser of accounts
receivable, chattel paper, payment intangibles or promissory notes. Solely for
the avoidance of doubt, the filing of a Uniform Commercial Code financing
statement that is a protective lease filing in respect of an operating lease
that does not constitute a security interest in the leased property or otherwise
give rise to a Lien does not constitute a Lien solely on account of being filed
in a public office.
"LOAN" means a Committed Loan or a Competitive Bid Loan, and
"LOANS" means Committed Loans or Competitive Bid Loans or both.
"LOAN DOCUMENTS" means this Agreement, the Notes, the Pledge
Agreement and the Trust Agreement, in each case as the same may be amended,
restated, modified or supplemented from time to time.
"MATERIAL ADVERSE CHANGE" has the meaning set forth in SECTION
5.02(c).
"MATERIAL ADVERSE EFFECT" means an effect on the business,
financial condition, assets or liabilities of the Borrower and its Restricted
Subsidiaries, considered on a consolidated basis, which, when combined on a
cumulative basis with other changes in the business, financial condition, assets
and liabilities of the Borrower and its Consolidated Subsidiaries, considered on
a consolidated basis: (i) would have a material adverse effect on the ability of
the Borrower to perform its obligations under the Loan Documents or (ii) would
result in a material adverse change in the financial condition of the Borrower
and its Restricted Subsidiaries, considered on a consolidated basis.
-15-
{PAGE}
"MATURITY DATE" means the day that is 364 days from the
Closing Date or such later date to which the Maturity Date for any Loans or
Lender may be extended pursuant to SECTION 2.10(d) or, if any such day is not a
Business Day, the next preceding Business Day.
"MOODY'S" means Moody's Investors Service, Inc., a Delaware
corporation, and its successors or, absent any such successor, such nationally
recognized statistical rating organization as the Borrower and the
Administrative Agent may select.
"MULTIEMPLOYER PLAN" means any employee benefit plan of the
type described in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.
"NOTE" means a Revolving Note, a Competitive Bid Note or a
Swingline Note and "NOTES" means all of them, co
355319
|
 First Union
As referenced in this 364-Day Revolving Credit Agreement:
FIRST UNION SECURITIES, INC – AGREEMENT
DATED AS OF MAY 10, 2002
AMONG
WORTHINGTON INDUSTRIES, INC.,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION,
AS SWINGLINE LENDER AND ADMINISTRATIVE AGENT,
AND
FIRST UNION SECURITIES, INC .
AND
PNC CAPITAL MARKETS, INC.,
AS CO-SYNDICATION AGENTS
-----------------------------
FIRST UNION SECURITIES, INC.
AND
PNC CAPITAL MARKETS, INC.,
AS CO-LEAD ARRANGERS
================================================================================
{PAGE}
364-DAY REVOLVING
CREDIT AGREEMENT
This
_____________
FIRST UNION SECURITIES, INC – FROM TIME TO TIME PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION,
AS SWINGLINE LENDER AND ADMINISTRATIVE AGENT,
AND
FIRST UNION SECURITIES, INC.
AND
PNC CAPITAL MARKETS, INC.,
AS CO-SYNDICATION AGENTS
-----------------------------
FIRST UNION SECURITIES, INC .
AND
PNC CAPITAL MARKETS, INC.,
AS CO-LEAD ARRANGERS
================================================================================
{PAGE}
364-DAY REVOLVING
CREDIT AGREEMENT
This 364-Day Revolving Credit Agreement is dated as of May 10,
2002 and
_____________
First Union
Securities, Inc – event of any breach thereof.
ARTICLE IX
AGENCY PROVISIONS
SECTION 9.01 APPOINTMENT; AUTHORIZATION.
(a) APPOINTMENT. Each Lender hereby designates and appoints
PNC Bank, National Association as Administrative Agent and First Union
Securities, Inc . and PNC Capital Markets, Inc. as Co-Syndication Agents of such
Lender to act as specified herein and in the other Loan Documents, and each such
Lender hereby authorizes
_____________
First Union Securities, Inc – Agents and the Lenders and the
Borrower shall not have any rights as a third party beneficiary of the
provisions hereof (other than SECTION 9.09).
(b) CERTAIN OTHER AGENTS. First Union Securities, Inc . and PNC
Capital Markets, Inc., in their capacity as Co-Syndication Agents, shall have no
duties or obligations whatsoever under this Agreement or any of the other Loan
Documents.
_____________
dt 752863
;
Worthington
As referenced in this 364-Day Revolving Credit Agreement:
WORTHINGTON INDUSTRIES, INC – 6
{FILENAME}l95946aexv4wiwi.txt
{DESCRIPTION}EX-4(I)(I)
{TEXT}
{PAGE}
EXHIBIT 4(i)(i)
================================================================================
$155,000,000
364-DAY
REVOLVING
CREDIT AGREEMENT
DATED AS OF MAY 10, 2002
AMONG
WORTHINGTON INDUSTRIES, INC .,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION,
AS SWINGLINE LENDER AND ADMINISTRATIVE AGENT,
AND
FIRST UNION SECURITIES, INC.
AND
PNC CAPITAL MARKETS, INC.,
AS
_____________
WORTHINGTON INDUSTRIES, INC – PNC CAPITAL MARKETS, INC.,
AS CO-LEAD ARRANGERS
================================================================================
{PAGE}
364-DAY REVOLVING
CREDIT AGREEMENT
This 364-Day Revolving Credit Agreement is dated as of May 10,
2002 and is among WORTHINGTON INDUSTRIES, INC ., an Ohio corporation (the
"BORROWER"), the banks and other financial institutions from time to time party
hereto (the "LENDERS"), PNC BANK, NATIONAL ASSOCIATION, Swingline Lender and
Administrative Agent.
The
_____________
Worthington Industries, Inc – Request, Notice of
Extension/Conversion or the provisions of ARTICLE III.
"BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America.
"BORROWER" means Worthington Industries, Inc ., an Ohio
corporation, and its successors.
"BORROWER'S 2001 FORM 10-K" means the Borrower's annual report
on Form 10-K for the fiscal year ended May 31,
_____________
WORTHINGTON INDUSTRIES, INC – PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
BORROWER: WORTHINGTON INDUSTRIES, INC .
By: /s/John T. Baldwin
-----------------------------------------------
Name: John T. Baldwin
Title: Vice President & Chief Financial Officer
{PAGE}
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/David B. Gookin
----------------------------------------------
Name:
_____________
dt 1523872
;
ISDA
As referenced in this 364-Day Revolving Credit Agreement:
International Swaps and Derivatives Association – transactions of any kind, and the related confirmations, which
are subject to the terms and
-9-
{PAGE}
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 master agreement.
"DERIVATIVES OBLIGATIONS" of any Person means all obligations
(including, without limitation, any amounts which accrue after the
_____________
dt 738603
;
| |