AMENDMENTNO. 8 Dated as of February 18, 2015 to PURCHASE AND SALE AGREEMENT Dated as of November 30, 2000
Exhibit 10.3
EXECUTION COPY
AMENDMENT NO. 8
Dated as of February 18, 2015
to
PURCHASE AND SALE AGREEMENT
Dated as of November 30, 2000
This AMENDMENT NO. 8 (this “Amendment”), dated as of February 18, 2015, is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO AS ORIGINATORS (each, an “Originator”; and collectively, the “Originators”), and WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation (the “Company”).
RECITALS
WHEREAS, the Originators and the Company have entered into that certain Purchase and Sale Agreement, dated as of November 30, 2000 (as amended, supplemented or otherwise modified through the date hereof, the “Agreement”); and
WHEREAS, the parties hereto wish to make certain changes to the Agreement as herein provided.
NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein and in the Agreement, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used as defined in the Agreement (including terms incorporated therein by reference).
SECTION 2. Amendments to Agreement. The Agreement is hereby amended as follows:
2.1 Schedule I of the Agreement is hereby amended and restated in its entirety as set forth on Schedule I attached hereto.
2.2 Schedule 5.15 of the Agreement is hereby amended and restated in its entirety as set forth on Schedule 5.15 attached hereto.
2.3 Schedule 6.1(f) of the Agreement is hereby amended and restated in its entirety as set forth on Schedule 6.1(f) attached hereto.
SECTION 3. Waiver and Limitations.
3.1 Waiver. Worthington and Worthington Steel Rome, LLC, an Ohio limited liability company (“Rome”) hereby advise the Company, the Administrator and each Purchaser (collectively, the “Waiving Parties”) that prior to the date hereof, WSC Acquisition, LLC, an Ohio limited liability company, changed its name to “Worthington Steel Rome, LLC”, resulting in the breach of Sections 5.12 and 5.15 of the Agreement (collectively, the “Breach”). Each of
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the Waiving Parties hereby agrees to irrevocably waive the Breach as well as any Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Termination Event or Unmatured Termination Event that has occurred and is continuing solely and directly from the Breach.
3.2 Limitations. Except as expressly set forth in clause (a) above, none of the Waiving Parties are hereby waiving, and none have agreed to waive in the future (i) the breach of any provisions of the Agreement or any other Transaction Document (including, without limitation, any future Breach), (ii) any Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Termination Event or Unmatured Termination Event or (iii) any rights or remedies in respect of such breach, Purchase and Sale Termination Event, Unmatured Purchase and Sale Termination Event, Termination Event, Unmatured Termination Event or other event or circumstance.
3.3 Authorization to File Financing Statements. Each of the parties hereto hereby authorizes the Administrator to file (at the expense of the Company) a UCC-3 amendment in the form of Exhibit A hereto in connection with the Breach.
SECTION 4. Miscellaneous.
4.1 Representations and Warranties.
(a) Each Originator and the Company hereby makes, with respect to itself, the following representations and warranties to the other parties hereto, the Administrator and each member of each Purchaser Group:
(i) Representations and Warranties. The representations and warranties contained in Article V of the Agreement of such “Originators” are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct as of such earlier date);
(ii) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of its obligations under this Amendment and the Agreement, as amended hereby, are within its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Agreement, as amended hereby, are its valid and legally binding obligations, enforceable in accordance with its terms; and
(iii) Termination Event. No Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event has occurred and is continuing.
(b) The Company hereby represents and warrants to the other parties hereto, the Administrator and each member of each Purchaser Group, with respect to itself, that:
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(i) Representations and Warranties. Its representations and warranties contained in Exhibit III of the Receivables Purchase Agreement are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date); and
(ii) No Default. Immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event shall exist.
4.2 Effectiveness. This Amendment shall become effective as of the date hereof upon (a) receipt by the Company and the Administrator of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto and (b) such other documents, instruments, agreements, certificates and lien searches reasonably requested by the Administrator prior to the date hereof.
4.3 References to Agreement. Upon the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Agreement as amended hereby, and each reference to the Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Agreement shall mean and be a reference to the Agreement as amended hereby.
4.4 Effect on the Agreement. Except as specifically amended above, the Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
4.5 No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under the Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.
4.6 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.7 Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.
4.8 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
4.9 Headings. The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provision hereof.
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4.10 Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
WORTHINGTON RECEIVABLES CORPORATION |
By: | /s/ Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
S-1 | 8th Amendment to the Purchase and Sale Agreement |
ORIGINATORS: | ||
THE WORTHINGTON STEEL COMPANY, a Delaware corporation |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
THE WORTHINGTON STEEL COMPANY, an Ohio corporation |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
WORTHINGTON CYLINDERS CORPORATION |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
WORTHINGTON CYLINDERS WISCONSIN, LLC |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
WORTHINGTON STEEL COMPANY OF DECATUR, L.L.C. |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
WORTHINGTON STEEL OF MICHIGAN, INC. |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
S-2 | 8th Amendment to the Purchase and Sale Agreement |
WORTHINGTON CYLINDERS KANSAS, LLC |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
WORTHINGTON TORCH, LLC |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
WORTHINGTON STEEL ROME, LLC |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
THE WORTHINGTON STEEL COMPANY, LLC |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
S-3 | 8th Amendment to the Purchase and Sale Agreement |
STRUCTURAL COMPOSITES INDUSTRIES LLC |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
WORTHINGTON INDUSTRIES ENGINEERED CABS, INC. |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
WORTHINGTON INDUSTRIES ENGINEERED CABS, LLC |
By: | /s/Marcus Rogier | |
Name: Marcus Rogier | ||
Title: Treasurer |
S-4 | 8th Amendment to the Purchase and Sale Agreement |
ACKNOWLEDGED AND AGREED: | ||
PNC BANK, NATIONAL ASSOCIATION, as Administrator |
By: | /s/Robyn Reeher |
Name: Robyn Reeher | ||
Title: Vice President |
PNC BANK, NATIONAL ASSOCIATION, as a Related Committed Purchaser |
By: | /s/Robyn Reeher |
Name: Robyn Reeher | ||
Title: Vice President |
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SCHEDULE I
Schedule I
LIST OF ORIGINATORS
The Worthington Steel Company, a Delaware corporation
The Worthington Steel Company, an Ohio corporation
Worthington Cylinders Wisconsin, LLC, an Ohio limited liability company
Worthington Steel Company of Decatur, L.L.C., an Alabama limited liability company
Worthington Steel of Michigan, Inc., a Michigan corporation
Worthington Cylinders Corporation, an Ohio corporation
Worthington Industries Engineered Cabs, LLC, a Delaware limited liability company
Worthington Industries Engineered Cabs, Inc., a Delaware corporation
Structural Composites Industries LLC, a Delaware limited liability company
The Worthington Steel Company, LLC, an Ohio limited liability company
Worthington Steel Rome, LLC, an Ohio limited liability company
Worthington Torch, LLC, an Ohio limited liability company
Worthington Cylinders Kansas, LLC, an Ohio limited liability company
Sch. I-1 | Purchase and Sale Agreement |
SCHEDULE 5.15
Schedule 5.15
TRADE NAMES
Legal Name | Trade Names | |
Worthington Industries Engineered Cabs, LLC | Angus Industries Angus-Palm Angus Engineering Advanced Component Technologies Worthington Industries | |
Worthington Industries Engineered Cabs, Inc. | Angus Industries Angus-Palm Angus Engineering Advanced Component Technologies Worthington Industries | |
Structural Composites Industries LLC | Structural Composites Industries Worthington Cylinders | |
The Worthington Steel Company, LLC | Worthington Steel – Cleveland Worthington Steel Company | |
Worthington Steel Rome, LLC | Worthington Steel – Vonore Worthington Steel Company Rome Strip Steel Company Rome Strip Steel | |
Worthington Torch, LLC | Worthington Cylinders BernzOMatic | |
Worthington Cylinders Kansas, LLC | Worthington Cylinders Coleman | |
The Worthington Steel Company, a Delaware corporation | Worthington Steel Company | |
The Worthington Steel Company, an Ohio corporation | Worthington Steel – Baltimore Worthington Steel – Columbus Worthington Steel – Delta Worthington Steel – Monroe Worthington Steel – Porter Worthington Steel Company | |
Worthington Cylinders Corporation | Worthington Cylinders Worthington Industries |
Sch. 5.15-1 | Purchase and Sale Agreement |
Worthington Cylinders Wisconsin, LLC | Worthington Cylinders Worthington Industries | |
Worthington Steel Company of Decatur, L.L.C. | Worthington Steel – Decatur Worthington Steel Company The Worthington Steel Company | |
Worthington Steel of Michigan, Inc. | Worthington Steel Company The Worthington Steel Company |
The Worthington Steel Company, a Delaware corporation, was originally incorporated as Worthington Ventures, Inc., a Delaware corporation, in March 1992. The Worthington Steel Company, a Pennsylvania corporation, which held the Malvern, PA facility, merged with an into Worthington Ventures, Inc. on November 26, 1996 as part of a corporate reorganization. Worthington Ventures, Inc., a Delaware corporation, was the surviving entity and changed its name to The Worthington Steel Company.
The Worthington Steel Company, an Ohio corporation, was originally incorporated on February 10, 1998 as The Worthington Steel Company of Ohio, Inc. On May 22, 1998, as part of a corporate reorganization, its name was changed to the current name, The Worthington Steel Company.
Sch. 5.15-2 | Purchase and Sale Agreement |
SCHEDULE 6.1(f)
Schedule 6.1(f)
LOCATION OF EACH ORIGINATOR
Originator | Location | |
The Worthington Steel Company, a Delaware corporation | Delaware | |
The Worthington Steel Company, an Ohio corporation | Ohio | |
Worthington Cylinders Corporation | Ohio | |
Worthington Cylinders Wisconsin, LLC | Ohio | |
Worthington Steel Company of Decatur, L.L.C. | Alabama | |
Worthington Steel of Michigan, Inc. | Michigan | |
Worthington Industries Engineered Cabs, LLC | Delaware | |
Worthington Industries Engineered Cabs, Inc. | Delaware | |
Structural Composites Industries LLC | Delaware | |
The Worthington Steel Company, LLC | Ohio | |
Worthington Steel Rome, LLC | Ohio | |
Worthington Torch, LLC | Ohio | |
Worthington Cylinders Kansas, LLC | Ohio |
Sch. 6.1(f)-1 | Purchase and Sale Agreement |
LOCATION OF CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF
BUSINESS OF EACH ORIGINATOR
Originator | Location | |
The Worthington Steel Company, a Delaware corporation | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
The Worthington Steel Company, an Ohio corporation | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
1127 Dearborn Drive Columbus, Ohio 43085 | ||
6303 County Road 10 Delta, Ohio 43515 | ||
100 Worthington Drive Porter, Indiana 46304 | ||
350 Lawton Avenue Monroe, Ohio 45050 | ||
Worthington Cylinders Corporation | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
1085 Dearborn Drive Columbus, OH 43085 | ||
Worthington Cylinders Wisconsin, LLC | 200 Old Wilson Bridge Road Columbus, OH 43085 | |
300 East Breed Street Chilton, WI 53014 | ||
Worthington Steel Company of Decatur, L.L.C. | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
1400 Red Hat Road, N.W. Decatur, Alabama 35601 | ||
Worthington Steel of Michigan, Inc. | 200 Old Wilson Bridge Road Columbus, Ohio 43085 |
Sch. 6.1(f)-2 | Purchase and Sale Agreement |
Worthington Industries Engineered Cabs, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
315 Airport Drive, Watertown South Dakota, 57201 | |
Worthington Industries Engineered Cabs, Inc. | 200 Old Wilson Bridge Road Columbus, Ohio 43085
315 Airport Drive, Watertown South Dakota, 57201 | |
Structural Composites Industries LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
336 Enterprise Place Pomona, CA 91768 | |
The Worthington Steel Company, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
4310 East 49th Street Cuyahoga Heights, Ohio 44125 | |
Worthington Steel Rome, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
530 Henry Street Rome, New York 13440 | |
Worthington Torch, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
1690 Lowery Street Winston-Salem, NC 27101 | |
Worthington Cylinders Kansas, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
5605 N 119th St W Maize, KS 67101 |
Sch. 6.1(f)-3 | Purchase and Sale Agreement |
LOCATION OF BOOKS AND RECORDS OF ORIGINATORS
Originator | Location | |
The Worthington Steel Company, a Delaware corporation | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
The Worthington Steel Company, an Ohio corporation | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
1127 Dearborn Drive Columbus, Ohio 43085 | ||
6303 County Road 10 Delta, Ohio 43515 | ||
100 Worthington Drive Porter, Indiana 46304 | ||
350 Lawton Avenue Monroe, Ohio 45050 | ||
Worthington Cylinders Corporation | 200 Old Wilson Bridge Road Columbus, OH 43085 | |
1085 Dearborn Drive Columbus, OH 43085 | ||
Worthington Cylinders Wisconsin, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
300 East Breed Street Chilton, WI 53014 | |
Worthington Steel Company of Decatur, L.L.C. | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
1400 Red Hat Road, N.W. Decatur, Alabama 35601 | ||
Worthington Steel of Michigan, Inc. | 200 Old Wilson Bridge Road Columbus, Ohio 43085 |
Sch. 6.1(f)-4 | Purchase and Sale Agreement |
Worthington Industries Engineered Cabs, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
315 Airport Drive, Watertown South Dakota, 57201 | |
Worthington Industries Engineered Cabs, Inc. | 200 Old Wilson Bridge Road Columbus, Ohio 43085
315 Airport Drive, Watertown South Dakota, 57201 | |
Structural Composites Industries LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
336 Enterprise Place Pomona, CA 91768 | |
The Worthington Steel Company, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
4310 East 49th Street Cuyahoga Heights, Ohio 44125 | |
Worthington Steel Rome, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
Worthington Torch, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
1690 Lowery Street Winston-Salem, NC 27101 | |
Worthington Cylinders Kansas, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085
5605 N 119th St W Maize, KS 67101 |
Sch. 6.1(f)-5 | Purchase and Sale Agreement |
EXHIBIT A
UCC-3 TO BE FILED
(attached)
Exhibit A-1 | 8th Amendment to the Purchase and Sale Agreement |