1
Exhibit 4
-------------------------------------------------------------------------------
WORTHINGTON INDUSTRIES, INC.,
Issuer
and
PNC BANK, OHIO, NATIONAL ASSOCIATION,
Trustee
---------------------------------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of December 12, 1997
Supplemental to Indenture dated as of May 15, 1996
-------------------------------------------------------------------------------
2
SECOND SUPPLEMENTAL INDENTURE dated as of December 12,1997
(this "Supplemental Indenture"), made and entered into by and between
Worthington Industries, Inc., a corporation organized and existing under the
laws of the State of Delaware having its principal office at 0000 Xxxxxxxx
Xxxxx, Xxxxxxxx, Xxxx 00000 (the "Company"), and PNC Bank, Ohio, National
Association, a national banking association duly organized and existing under
the laws of the United States, as Trustee (the "Trustee") under the indenture of
the Company (the "Indenture") dated as of May 15, 1996.
WHEREAS, the Company and the Trustee have heretofore executed
and delivered a First Supplemental Indenture dated as of February 27, 1997; the
Indenture and the First Supplemental Indenture being hereinafter collectively
referred to as the "Indenture"); and
WHEREAS, the Indenture provides for the issuance from time to
time of Debt Securities, issuable for the purposes and subject to the
limitations contained in the Indenture; and
WHEREAS, Section 9.01(j) of the Indenture also provides that
the Company and Trustee may enter into one or more indentures supplemental to
the Indenture without the consent of any Holder (a) to add to, change or
eliminate any of the provisions of the Indenture with respect to any series of
Debt Securities if such action becomes effective when no such Debt Security is
outstanding and (b) to provide for the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03 thereof; and
WHEREAS, the Company has duly authorized the creation of a
series of its Debt Securities denominated its "6.70% Notes Due 2009" in the
principal amount of $150,000,000 (such Debt Securities being referred to herein
as the "Notes"); and
WHEREAS, the entry into this Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture;
and
WHEREAS, the Company has duly authorized the execution and
delivery of this Supplemental Indenture, and all things necessary have been done
to make the Notes, when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid obligations of the Company,
and to make this Supplemental Indenture a valid agreement of the Company, in
accordance with their and its terms:
NOW, THEREFORE:
For and in consideration of the premises and purchase of the
Debt Securities of any series issued on or after the date hereof by the Holders
thereof, it is
3
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the securities of any such series, as follows:
ARTICLE I
Certain Provisions of General Application
SECTION 101. Definitions.
For all purposes of the Indenture and this Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article;
(2) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to the Indenture and this Supplemental Indenture
as a whole and not to any particular Article, Section or other subdivision; and
(3) capitalized terms used but not defined herein are used as
they are defined in the Indenture.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any
redemption date, (a) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (b) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (i) the average
of the Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such Quotations.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company.
"Reference Treasury Dealer" means each of Salomon Brothers
Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, NationsBanc Xxxxxxxxxx
Securities, Inc. and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in New York
2
4
City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption date.
"Remaining Scheduled Payments" means, with respect to any
Note, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such Notes, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
SECTION 102. Effect of Headings.
The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 103. Successors and Assigns.
All covenants and agreements in this Supplemental Indenture by
the Company shall bind its successors and assigns, whether so expressed or not.
SECTION 104. Separability.
In case any provision in this Supplemental Indenture or the
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
3
5
SECTION 105. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Supplemental
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.
SECTION 106. Benefits of Supplemental Indenture.
Nothing in this Supplemental Indenture, expressed or implied,
shall give to any person, other than the parties hereto and their successors
hereunder, and the Holders of the Notes any benefit or any legal or equitable
right, remedy or claim under this Supplemental Indenture.
SECTION 107. Governing Law.
THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS SUPPLEMENTAL
INDENTURE AND EACH SUCH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
ARTICLE II
The Notes
SECTION 201. Title and Terms.
There is hereby created under the Indenture a series of Debt
Securities known and designated as the "6.70% Notes Due 2009" of the Company.
The aggregate principal amount of Notes that may be authenticated and delivered
under this Indenture is limited to $150,000,000, except for Notes authenticated
and delivered upon reregistration of, transfer, of, or in exchange for, or in
lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the
Indenture.
The Stated Maturity for payment of principal of the Notes
shall be December 1, 2009, and the Notes shall bear interest at the rate of
6.70% per annum, from December 12, 1997, or the most recent interest payment
date to which interest has been paid or duly provided for, payable semi-annually
in arrears on June 1 and December 1 of each year (commencing June 1, 1998, to
the persons in whose names the Notes (or any predecessor securities) are
registered at the close of business on May 15 or November 15, as the case may
be, next preceding such interest payment date, until principal thereof is paid
or made available for payment.
4
6
The Notes shall be initially issued in the form of a Global
Security and the depositary for the Notes shall be the Depository Trust Company,
New York, New York (the "Depositary").
The Notes shall not be subject to any sinking fund.
The Notes shall be in registered form without coupons and
shall be issuable in denominations of $1,000 and any integral multiple thereof.
The Notes are subject to redemption upon notice mailed at
least 30 days but not more than 60 days prior to the redemption date to each
Registered Holder. The Notes may be redeemed, as a whole or in part, at the
option of the Company at a redemption price equal to the greater of (a) 100% of
the principal amount to be redeemed and (b) the sum of the present values of the
Remaining Scheduled Payments thereon discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 15 basis points, plus, in either case, accrued
interest on the principal amount being redeemed to the date of redemption.
Unless the Company defaults in payment of the redemption price, on and after the
applicable redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption.
The form of Note attached hereto as Exhibit A is hereby
adopted, pursuant to section 9.01(j) of the Indenture, as a form of Debt
Securities of a series that consists of the Notes.
ARTICLE III
Miscellaneous
SECTION 301. Discharge
The Notes and the security provided by this Supplemental
Indenture shall be subject to defeasance in accordance with Article XI of the
Indenture .
SECTION 302. Confirmation of Indenture.
The Indenture, as supplemented and amended by this
Supplemental Indenture and all other indentures supplemental thereto, is in all
respects ratified and confirmed, and the Indenture, this Supplemental Indenture
and all indentures supplemental thereto shall be read, taken and construed as
one and the same instrument.
5
7
SECTION 303. Concerning the Trustee.
The Trustee assumes no duties, responsibilities or liabilities
by reason of this Supplemental Indenture other than as set forth in the
Indenture.
----------------
This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
WORTHINGTON INDUSTRIES, INC.
By:
--------------------------
Name:
Title:
Attest:
-----------------------
Name:
Title:
PNC BANK, OHIO, NATIONAL
ASSOCIATION, as Trustee
By:
--------------------------
Name:
Title:
Attest:
-----------------------
Name:
Title:
STATE OF )
) SS:
COUNTY OF )
On the day of December, 1997, before me personally came
_______________________, to me known, who, being by me duly sworn, did depose
and say that she/he is the ______________ of WORTHINGTON INDUSTRIES, INC., one
of the corporations described in and which executed the foregoing instrument;
that
6
8
she/he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she/he signed her/his name
thereto by like authority.
----------------------------------
Notary Public
SEAL
STATE OF )
) SS:
COUNTY OF )
On the day of December, 1997, before me personally came
______________________, to me known, who, being by me duly sworn, did depose and
say that she/he is the ______________ of PNC BANK, OHIO, NATIONAL ASSOCIATION,
one of the corporations described in and which executed the foregoing
instrument; that she/he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that she/he signed
her/his name thereto by like authority.
----------------------------------
Notary Public
SEAL
7
