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Exhibit 4
SECOND AMENDMENT TO SECOND AMENDED AND
RESTATED LOAN AGREEMENT AND WAIVER 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.
1.1 As of October 14, 1998, Borrower, Agents, and Lenders entered
into a Second Amended and Restated Loan Agreement, which was
subsequently amended pursuant to the Amendment to Second
Amended and Restated Loan Agreement dated as of August 13,
1999 (collectively, 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 further amend the Loan
Agreement pursuant to this Second Amendment to Second Amended
and Restated Loan Agreement and Waiver Agreement (the
"Amendment").
2. AMENDMENT. The Loan Agreement is amended to add a new Section
1.1.86.17, which provides as follows:
1.1.86.17 any lien on accounts of Borrower or any Subsidiary
(which accounts arise in the ordinary course of business) in
connection with the sale or purported sale of accounts to an
Unrestricted Subsidiary or a bankruptcy-remote entity that
purchases receivables in the ordinary course of its business.
3. WAIVER.
3.1 Lender waives any default by Borrower for failing to provide
Agent with 30 days notice of the formation of an Unrestricted
Subsidiary (as required in Section 1.1.119 of the Loan
Agreement) for the Unrestricted Subsidiary being created or
redesignated in November of 2000.
3.2 The waiver set forth in Section 3.1 above, will relate only to
the specific matters covered by such Section and in no event
will Lender be under any obligation to provide additional
waivers with regard to those items or any other provision of
the Loan Agreement, the Note or the Security Documents.
4. REPRESENTATIONS AND WARRANTIES. To induce Agents and Lenders to enter
into this Amendment, Borrower represents and warrants as follows:
4.1 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.
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4.2 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, except for defaults that
had been waived in accordance with Section 3, above.
4.3 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.
5. CONDITIONS. Agents' and each Lender's consent to this Amendment is
subject to the following conditions:
5.1 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 (or the
Executive Committee of the Board of Directors of Borrower)
authorizing the execution of this Amendment, the Exhibits
hereto and all other documents executed in connection
herewith.
5.2 The representations and warranties of Borrower in Section 4
herein will be true.
5.3 Borrower shall pay all expenses and attorneys' fees incurred
by Agents in connection with the preparation, execution, and
delivery of this Amendment and related documents.
6. GENERAL.
6.1 Except as expressly modified herein, the Loan Agreement, as
amended, is and remains in full force and effect.
6.2 Except as specifically provided above, 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.
6.3 This Amendment will be binding upon and inure to the benefit
of Borrower, Agents, and Lenders and their respective
successors and assigns.
6.4 All representations, warranties and covenants made by Borrower
herein will survive the execution and delivery of this
Amendment.
6.5 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 November 21, 2000.
WORTHINGTON INDUSTRIES, INC.,
as Borrower
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President and CFO
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THE BANK OF NOVA SCOTIA,
on its own behalf as Lender and as
Administrative Agent
By: /s/ A. S. ▇▇▇▇▇▇▇▇▇▇
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Print Name: A. S. ▇▇▇▇▇▇▇▇▇▇
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Title: Sr. Team Leader-Loan
Operations
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PNC BANK, NATIONAL
ASSOCIATION,
on its own behalf as Lender and as
Documentation Agent,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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BANK OF AMERICA, N.A.,
as Lender
By:
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Print Name:
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Title:
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WACHOVIA BANK, N.A.,
as Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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BANK ONE, MICHIGAN,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
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BANK ONE, N.A.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
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NATIONAL CITY BANK,
as Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
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