Worthington Industries, Inc. Undertaking to Furnish Debt Instruments to SEC (Form 10-K, 2002)

Summary

Worthington Industries, Inc. agrees to provide the Securities and Exchange Commission (SEC), upon request, with copies of agreements and instruments that define the rights of holders of its long-term debt and that of its consolidated subsidiaries. These documents are not filed as exhibits with the company's 2002 Annual Report (Form 10-K) because the related debt does not exceed 10% of the company's total consolidated assets. This letter is signed by the company's Vice President and Chief Financial Officer.

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EX-4.D 4 l95946aexv4wd.txt EX-4(D) EXHIBIT 4(d) [WORTHINGTON INDUSTRIES LOGO] August 21, 2002 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Worthington Industries, Inc. - Form 10-K for the fiscal year ended May 31, 2002 Ladies and Gentlemen: Worthington Industries, Inc., an Ohio corporation, is today executing and filing a Form 10-K, Annual Report for the fiscal year ended May 31, 2002 (the "Form 10-K"). Pursuant to the instructions relating to the Exhibits in Item 601 of Regulation S-K, Worthington Industries, Inc. hereby agrees to furnish to the Commission, upon request, copies of instruments and agreements defining the rights of holders of its long-term debt and of the long-term debt of its consolidated subsidiaries, which are not being filed as exhibits to the Form 10-K. Such long-term debt does not exceed 10% of the total assets of Worthington Industries, Inc. and its subsidiaries on a consolidated basis. Very truly yours, WORTHINGTON INDUSTRIES, INC. /s/ John T. Baldwin John T. Baldwin Vice President & Chief Financial Officer