EXHIBIT 4(j)(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/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Title: Vice President & Chief Financial Officer
