First Amendment to Note Purchase Agreement



 Exhibit 4.2 
 WORTHINGTON INDUSTRIES, INC. 
 FIRST
AMENDMENT TO NOTE PURCHASE AGREEMENT 
 Dated as of
December 19, 2006 
 Re: Note Purchase Agreement dated as of December 17, 2004 
 and 
 $100,000,000 Floating Rate Senior Notes
due December 17, 2014 
 of the Company 
 To
each of the Noteholders named 
 in Schedule I attached hereto 
 Ladies and Gentlemen: 
 Reference is made to the Note Purchase Agreement dated as of December 17, 2004 (the “Note
Purchase Agreement”) among Worthington Industries, Inc., an Ohio corporation (the “Company”) and the Purchasers named therein (the “Noteholders”) under and pursuant to which the Floating Rate Senior Notes
due December 17, 2014 of the Company in an aggregate principal amount of $100,000,000 (the “Notes”) were originally issued and sold. Terms used but not otherwise defined herein shall have the meanings set forth in the Note
Purchase Agreement, as amended by this First Amendment to Securities Purchase Agreement (the “First Amendment”). 
 The
Company has requested that the holders of no less than 50% in aggregate principal amount of the outstanding Notes amend the Note Purchase Agreement to make certain revisions to its terms. 
 In consideration of the foregoing, the Company hereby agrees with you as follows: 
 SECTION 1. AMENDMENTS TO NOTE PURCHASE AGREEMENT. 
 Section 1.1 Amendment to Section 10.10 (Financial Covenants). Section 10.10 of the Note Purchase Agreement shall be and is hereby
amended by amending Section 10.10(a) in its entirety to read as follows: 
 (a) Interest Coverage Ratio. The
Company will not permit the Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Company, in each case taken as a single accounting period, calculated as of the end of each fiscal quarter of the Company, to be less than
3.00:1.00. 








			
	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
 Section 1.2.
Amendment to Schedule B (Defined Terms). Schedule B of the Note Purchase Agreement shall be and is hereby amended by 
 (a) replacing the defined term “Consolidated Interest Expense” appearing therein in its entirety to read as follows: 
 “Consolidated Interest Expense” means, for any period, the aggregate interest expense of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, including, without
duplication, the portion of any cash payments made or accrued in respect of Capital Lease Obligations allocable to interest expense. 
 (b) alphabetically adding the defined term “Interest Coverage Ratio” to read as follows: 
 “Interest
Coverage Ratio” means, for any period, the ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated Interest Expense for such period. 
 (c) replacing the term “Leverage Ratio” appearing in the definition of “Consolidated EBITDA” with the
term “Interest Coverage Ratio”; and 
 (d) deleting the term “Leverage Ratio” appearing
therein. 
 SECTION 2. REPRESENTATIONS AND WARRANTIES. 
 The Company hereby represents and warrants that as of the date hereof: 
 (a) The execution and delivery of the First Amendment by the Company and compliance by the Company with all of the provisions of the Note
Purchase Agreement, as amended by the First Amendment — 
 (i) are within the corporate power and authority of the
Company; and 
 (ii) will not violate any provisions of any law or any order of any court or governmental authority or agency
and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the articles of incorporation or code of regulations of the Company or any indenture or other agreement or instrument
to which the Company is party or by which the Company may be bound, or result in the imposition of any Liens or encumbrances on any property of the Company. 
 (b) The execution and delivery of the First Amendment has been duly authorized by all necessary corporate action on the part of the
Company (no action by the 

  

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	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
 
stockholders of the Company being required by law, by the articles of incorporation or code of regulations of the Company or otherwise, other than those
actions which have been obtained or effected); and the First Amendment has been duly executed and delivered by the Company, and the Note Purchase Agreement, as amended by the First Amendment, constitutes the legal, valid and binding obligation,
contract and agreement of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in equity or at law). 
 (c) As of the date hereof
and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing. 
 SECTION 3.
MISCELLANEOUS. 
 Section 3.1. Ratification of Note Purchase Agreement. Except as herein expressly amended, the
Note Purchase Agreement is in all respects ratified and confirmed. If and to the extent that any term or provision of the Note Purchase Agreement is in conflict or inconsistent with any term or provision of this First Amendment, this First Amendment
shall govern. 
 Section 3.2. References to Note Purchase Agreement. References in the Note Purchase Agreement or in any Note,
certificate, instrument or other document related to or delivered in connection with the transactions contemplated by the Note Purchase Agreement shall be deemed to be references to the Note Purchase Agreement as amended hereby and as further
amended from time to time. 
 Section 3.3. Successors and Assigns. The Note Purchase Agreement, as amended by this First
Amendment and as amended or otherwise modified from time to time hereafter, shall be binding upon the Company and its successors and assigns and shall inure to the benefit of each Noteholder and such Noteholder’s successors and assigns,
including each successive holder or holders of any Notes. 
 Section 3.4. Requisite Approval; Expenses. This First Amendment
shall be effective as of the date first written above upon the satisfaction of the following conditions precedent: (a) the Company and the Required Holders shall have executed this First Amendment, (b) the Noteholders shall have received a
duly executed copy of that certain Second Amended and Restated Revolving Credit Agreement dated as of September 29, 2005, and (c) the Company shall have paid all reasonable out-of-pocket expenses incurred by the Noteholders in connection
with the consummation of the transactions contemplated by this First Amendment, including, without limitation, the reasonable fees, expenses and disbursements of Chapman and Cutler LLP which are reflected in statements of such counsel rendered on or
prior to the date of this First Amendment. 
  

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	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
 Section 3.5.
Counterparts. This First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. 
 Section 3.6. Governing Law. The Note Purchase Agreement, as amended by this First Amendment, and the Notes shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

  

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	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
 IN
WITNESS WHEREOF, the Company has executed this First Amendment to Note Purchase Agreement as of the day and year first above written. 
  

			
	 WORTHINGTON INDUSTRIES, INC.

		
	 By:
	 	 /s/ Lester V. Hess

	 Its
	 	Treasurer










			
	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
 This First Amendment
to Note Purchase Agreement is accepted and agreed to as of the day and year first above written. 
  

			
	 ALLSTATE LIFE INSURANCE COMPANY

		
	By:	 	 /s/ Robert B. Bodett

	Name	 	Robert B. Bodett
		
	By:	 	 /s/ Jerry D. Zinkula

	Name	 	Jerry D. Zinkula
		 	Authorized Signatories










			
	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
 This First Amendment
to Note Purchase Agreement is accepted and agreed to as of the day and year first above written. 
  

			
	 CONNECTICUT GENERAL LIFE INSURANCE
COMPANY

		
	 BY:
	 	CIGNA INVESTMENTS, INC. (AUTHORIZED AGENT)
		
	 By:
	 	 /s/ Deborah B. Wiacek

	 Name:
	 	Deborah B. Wiacek
	 Title:
	 	Managing Director










			
	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
 This First Amendment
to Note Purchase Agreement is accepted and agreed to as of the day and year first above written. 
  

			
	 UNITED OF OMAHA LIFE INSURANCE
COMPANY

		
	 By:
	 	 /s/ Curtis R. Caldwell

	 Name:
	 	Curtis R. Caldwell
	 Title:
	 	Vice President


  

			
	 COMPANION LIFE INSURANCE COMPANY

		
	 By:
	 	 /s/ Curtis R. Caldwell

	 Name:
	 	Curtis R. Caldwell
	 Title:
	 	Authorized Signer


  

			
	
	 UNITED WORLD LIFE INSURANCE
COMPANY

		
	 By:
	 	 /s/ Curtis R. Caldwell

	 Name:
	 	Curtis R. Caldwell
	 Title:
	 	Vice President










			
	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
 This First Amendment
to Note Purchase Agreement is accepted and agreed to as of the day and year first above written. 
  

			
	 PRINCIPAL LIFE INSURANCE COMPANY

		
	 By:
	 	 Principal Global Investors, LLC, a Delaware limited
 liability company, its authorized signatory

		
	 By:
	 	 /s/ Joellen J. Watts

	 Name:
	 	Joellen J. Watts
	 Title:
	 	Counsel
		
	 By:
	 	 /s/ Colin Pennycooke

	 Name:
	 	Colin Pennycooke
	 Title:
	 	Counsel:










			
	Worthington Industries, Inc.	  	First Amendment to
		  	Note Purchase Agreement

  
  

				
	 NOTEHOLDERS
	  	 PRINCIPAL AMOUNT
 OF
NOTE(S)
OUTSTANDING

	 ALLSTATE LIFE INSURANCE COMPANY
	  	$	47,000,000
		
	 CONNECTICUT GENERAL LIFE INSURANCE COMPANY
	  	$	30,000,000
		
	 UNITED OMAHA LIFE INSURANCE COMPANY
	  	$	13,000,000
		
	 PRINCIPAL LIFE INSURANCE COMPANY
	  	$	10,000,000

 SCHEDULE I 
 (to First Amendment to Note Purchase Agreement)