EXHIBIT 4(i)(ii)
FORM OF REVOLVING NOTE
Principal Sum: $[ ] Pittsburgh, Pennsylvania
May 10, 2002
For value received, WORTHINGTON INDUSTRIES, INC., an Ohio
corporation (the "Borrower"), hereby promises to pay to the order of [ ] (the
"Lender") for the account of its Applicable Lending Office, at the office of PNC
Bank, National Association (the "Administrative Agent") as set forth in that
certain $155,000,000 5-Year Credit Agreement dated as of May 10, 2002 (as
amended, restated, supplemented or otherwise modified, the "Credit Agreement")
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 Principal Sum set forth above (or such lesser amount as
shall equal the aggregate unpaid principal amount of all Revolving Loans made by
the Lender to the Borrower under the Credit Agreement), in immediately available
funds, on the dates and in the principal amounts provided in the Credit
Agreement, and to pay interest on the unpaid principal amount of each such
Revolving Loan, at such office, in like money and funds, for the period
commencing on the date of such Revolving Loan until such Revolving Loan shall be
paid in full, at the rates per annum and on the dates provided in the Credit
Agreement. If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, payable on demand, from the due date thereof until
the date of actual payment (and before as well as after judgment) computed at
the rates per annum set forth in the Credit Agreement.
This Note is one of the Revolving Notes referred to in the
Credit Agreement and evidences Revolving Loans made by the Lender thereunder.
Capitalized terms used in this Revolving Note and not otherwise defined shall
have the respective meanings assigned to them in the Credit Agreement and the
terms and conditions of the Credit Agreement are expressly incorporated herein
and made a part hereof.
The Credit Agreement provides for the acceleration of the
maturity of the Revolving Loans evidenced by this Revolving Note upon the
occurrence of certain events (and for payment of collection costs in connection
therewith) and for prepayments of Revolving Loans upon the terms and conditions
specified therein. In the event this Revolving Note is not paid when due at any
stated or accelerated maturity, the Borrower agrees to pay, in addition to the
principal and interest, all costs of collection, including reasonable attorney
fees.
The date, amount, Type, interest rate and duration of Interest
Period (if applicable) of each Revolving Loan made by the Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, if the Lender so elects in connection
with any transfer or enforcement hereof, appropriate notations to evidence the
foregoing information with respect to each Revolving Loan then outstanding shall
be endorsed by the Lender on the schedule attached to and made a part hereof,
PROVIDED that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment
when due of any amount owing under the Credit Agreement or under this Revolving
Note in respect of the Revolving Loans to be evidenced by this Revolving Note,
and each such recordation or endorsement shall be prima facie evidence of such
information.
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 Revolving Note and the Revolving Loans evidenced hereby
may be transferred in whole or in part only by registration of such transfer on
the Register maintained for such purpose by or on behalf of the Borrower as
provided in SECTION 10.06(d) of the Credit Agreement.
THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Borrower has caused this Revolving
Note to be executed as of the date first above written.
WORTHINGTON INDUSTRIES, INC.
By:/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Title: Vice President & Chief Financial Officer