EXHIBIT 4(i)(iii)
SWINGLINE NOTE
Pittsburgh, Pennsylvania
May 10, 2002
FOR VALUE RECEIVED, the undersigned WORTHINGTON INDUSTRIES,
INC., an Ohio corporation (the "Borrower"), hereby promises to the order of PNC
BANK, NATIONAL ASSOCIATION (the "Swingline Lender"), on the date when due in
accordance with the Credit Agreement referred to below, the aggregate principal
amount of each Swingline Loan from time to time made by the Swingline Lender to
the Borrower under that certain $155,000,000 5-Year Credit Agreement dated as
May 10, 2002 (as amended, restated, supplemented or otherwise modified, the
"Credit Agreement"; the terms defined therein being used herein as therein
defined), among the Borrower, the lending institutions party thereto from time
to time and PNC Bank, National Association, as Administrative Agent, Issuing
Lender and Swingline Lender.
The Borrower promises to pay interest on the unpaid principal
amount of each Swingline Loan from the date of such Swingline Loan until such
principal amount is paid in full, at such interest rates and at such times as
provided in the Credit Agreement.
All payments of principal and interest shall be made to the
Swingline Lender in the applicable currency in immediately available funds at
its Lending Office.
If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Credit Agreement.
This Note is the Swingline Note referred to in the Credit
Agreement, is entitled to the benefits thereof and is subject to optional
prepayment in whole or in part as provided therein. Upon the occurrence of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Swingline Loans
made by the Swingline Lender shall be evidenced by one or more loan accounts or
records maintained by Swingline Lender in the ordinary course of business. The
Swingline Lender may also attach schedules to this Note and endorse thereon the
date, amount and maturity of the Swingline Loans and payments with respect
thereto.
The Borrower, for itself, its successors and assigns, hereby
waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
WORTHINGTON INDUSTRIES, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Title: Vice President & Chief Financial Officer