AMENDMENT NO. 6 Dated as of January 19, 2012 to PURCHASE AND SALE AGREEMENT Dated as of November 30, 2000
Exhibit 10.2
Execution Copy
AMENDMENT NO. 6
Dated as of January 19, 2012
to
PURCHASE AND SALE AGREEMENT
Dated as of November 30, 2000
This AMENDMENT NO. 6 (this Amendment), dated as of January 19, 2012, 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 parties hereto 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);
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).
SECTION2. 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 5.6 of the Agreement is hereby amended and restated in its entirety as set forth on Schedule 5.6 attached hereto.
2.3 Schedule 5.15 of the Agreement is hereby amended and restated in its entirety as set forth on Schedule 5.15 attached hereto.
2.4 Schedule 6.l(f) of the Agreement is hereby amended and restated in its entirety as set forth on Schedule 6.1(f) attached hereto.
SECTION 3. Miscellaneous.
3.1 Representations and Warranties.
1 | 6th Amendment to the Purchase and Sale Agreement |
(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:
(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. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.
3.2 Effectiveness. This Amendment shall become effective as of the date hereof upon (i) receipt by the Company and the Administrator of counterparts of this Amendment and (b) such other documents, agreements, instruments and opinions as the Administrator may request and (ii) the effectiveness of Amendment No. 12 to the Receivables Purchase Agreement, dated the date hereof, by and among the Company, the Servicer, the Administrator and each member of the Purchaser Groups party thereto .
3.3 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.
2 | 6th Amendment to the Purchase and Sale Agreement |
3.4 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.
3.5 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.
3.6 Governing Law. This Amendment, including the rights and duties of the parties hereto, shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the conflicts of law principles thereof other than Sections 5-1401 and 5- 1402 of the New York General Obligations Law).
3.7 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.
3.8 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.
3.9 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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3 | 6th Amendment to the Purchase and Sale Agreement |
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: Treasury Manager |
S-1 | 6th Amendment to the Purchase and Sale Agreement |
THE ORIGINATORS: |
THE WORTHINGTON STEEL COMPANY, a Delaware corporation | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
THE WORTHINGTON STEEL COMPANY, a North Carolina corporation | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
THE WORTHINGTON STEEL COMPANY, an Ohio corporation | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
WORTHINGTON CYLINDERS CORPORATION | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
WORTHINGTON CYLINDERS WISCONSIN, LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
WORTHINGTON STEEL COMPANY OF DECATUR, L.L.C. | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
S-2 | 6th Amendment to the Purchase and Sale Agreement |
WORTHINGTON STEEL COMPANY OF KENTUCKY, LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
WORTHINGTON STEEL OF MICHIGAN, INC. | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
WORTHINGTON CYLINDERS KANSAS, LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
WORTHINGTON TORCH, LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
WORTHINGTON CYLINDERS MISSISSIPPI, LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
WSC ACQUISITION, LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
S-3 | 6th Amendment to the Purchase and Sale Agreement |
THE WORTHINGTON STEEL COMPANY, LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
STRUCTURAL COMPOSITES INDUSTRIES LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
ANGUS INDUSTRIES, INC. | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
ANGUS-PALM, LLC | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
ADVANCED COMPONENT TECHNOLOGIES, INC. | ||
By: | /s/ Matt Lockard | |
Name: Matt Lockard | ||
Title: Treasurer |
S-4 | 6th Amendment to the Purchase and Sale Agreement |
SCHEDULE I
Schedule I
LIST OF ORIGINATORS
The Worthington Steel Company, a Delaware corporation
The Worthington Steel Company, a North Carolina 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 Company of Kentucky, LLC, a Kentucky limited liability company
Worthington Steel of Michigan, Inc., a Michigan corporation
Worthington Cylinders Corporation, an Ohio corporation
Advanced Component Technologies, Inc., a Minnesota corporation
Angus-Palm, LLC, a Delaware limited liability company
Angus Industries, Inc., a Delaware corporation
Structural Composites Industries LLC, a Delaware limited liability company
The Worthington Steel Company, LLC, an Ohio limited liability company
WSC Acquisition, LLC, an Ohio limited liability company
Worthington Cylinders Mississippi, LLC, an Ohio limited liability company
Worthington Torch, LLC, an Ohio limited liability company
Worthington Cylinders Kansas, LLC, an Ohio Iimited liability company
Sch. I-1 | 6th Amendment to the Purchase and Sale Agreement |
SCHEDULE 5.6
Schedule 5.6
PROCEEDINGS
NONE
Sch. 5.6-1 | 6th Amendment to the Purchase and Sale Agreement |
SCHEDULE 5.15
Schedule 5.15
TRADE NAMES
Legal Name | Trade Names | |
Advanced Component Technologies, Inc | Angus Industries | |
Angus-Palm | ||
Angus Engineering | ||
Advanced Component Technologies | ||
Worthington Industries | ||
Angus-Palm, LLC | Angus Industries | |
Angus-Palm | ||
Angus Engineering | ||
Advanced Component Technologies | ||
Worthington Industries | ||
Angus Industries, 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 | ||
WSC Acquisition, LLC | Worthington Steel - Vonore | |
Worthington Steel Company | ||
Worthington Cylinders Mississippi, LLC | Worthington Cylinders - Mississippi | |
Worthington Cylinders | ||
Worthington Torch, LLC | Worthington Cylinders | |
BernzOMatic | ||
Worthington Cylinders Kansas, LLC | Worthington Cylinders Coleman | |
The Worthington Steel Company, a Delaware corporation | Worthington Steel - Malvern | |
Worthington Steel Company | ||
The Worthington Steel Company, a North Carolina corporation | Worthington Steel - Rock Hill | |
Worthington Steel Company |
Sch. 5.15-1 | 6th Amendment to the Purchase and Sale Agreement |
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 | ||
Worthington Cylinders Wisconsin, LLC | Worthington Cylinders | |
Gerett Product | ||
Worthington Industries | ||
Worthington Steel Company of Decatur, L.L.C. | Worthington Steel Decatur | |
Worthington Steel Company | ||
The Worthington Steel Company | ||
Worthington Steel Company of Kentucky, LLC | Worthington Steel Louisville | |
Worthington Steel Company | ||
The Worthington Steel Company | ||
Worthington Steel of Michigan, Inc. | Worthington Steel Jackson | |
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 | 6th Amendment to the Purchase and Sale Agreement |
SCHEDULE 6.1(f)
Schedule 6.l(f)
LOCATION OF EACH ORIGINATOR
Originator | Location | |
The Worthington Steel Company, a Delaware corporation | Delaware | |
The Worthington Steel Company, a North Carolina corporation | North Carolina | |
The Worthington Steel Company, an Ohio corporation | Ohio | |
Worthington Cylinders Corporation | Ohio | |
Worthington Cylinders Wisconsin, LLC | Ohio | |
Worthington Steel Company of Decatur, LLC | Alabama | |
Worthington Steel Company of Kentucky, L.L.C. | Kentucky | |
Worthington Steel Company of Michigan, Inc. | Michigan | |
Advanced Component Technologies, Inc. | Minnesota | |
Angus-Palm, LLC | Delaware | |
Angus Industries, Inc. | Delaware | |
Structural Composites Industries LLC | Delaware | |
The Worthington Steel Company, LLC | Ohio | |
WSC Acquisition, LLC | Ohio | |
Worthington Cylinders Mississippi, LLC | Ohio | |
Worthington Torch, LLC | Ohio | |
Worthington Cylinders Kansas, LLC | Ohio |
Sch 6.1(f)-1 | 6th Amendment to the 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, a North Carolina corporation | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
The Worthington Steel Company, an Ohio corporation | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
8911 Kelso Drive Baltimore, Maryland 21221 | ||
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, LLC | 200 Old Wilson Bridge Road Columbus, Ohio 43085 | |
1400 Red Hat Road, N.W. | ||
Decatur, Alabama 35601 |
Sch 6.1(f)-2
Worthington Steel Company of Kentucky, L.L.C. | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
Worthington Steel of Michigan, Inc. | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
Advanced Component Technologies, Inc. | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
91 16th street South | ||
Northwood, Iowa 50459 | ||
Angus-Palm, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
315 Airport Drive, | ||
Watertown South Dakota, 57201 | ||
Angus Industries, 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 | ||
WSC Acquisition, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
27 Excellence Way | ||
Vonnore, Tennessee 37885 | ||
Worthington Cylinders Mississippi, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
795 Sam Barkley Drive | ||
New Albany, MS 38652 |
Sch 6.1(f)-3
Worthington Torch, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
One Bernzomatic Drive | ||
Medina, NY 14103 | ||
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)-4
LOCATION OF BOOKS AND RECORDS OF ORIGINATORS
Originator | Location | |
The Worthington Steel Company, a Delaware | 200 Old Wilson Bridge Road | |
corporation | Columbus, Ohio 43085 | |
The Worthington Steel Company, a North | 200 Old Wilson Bridge Road | |
Carolina corporation | Columbus, Ohio 43085 | |
The Worthington Steel Company, an Ohio | 200 Old Wilson Bridge Road | |
corporation | Columbus, Ohio 43085 | |
8911 Kelso Drive | ||
Baltimore, Maryland 21221 | ||
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, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
1400 Red Hat Road, N. W | ||
Decatur, Alabama 35601 |
Sch 6.1(f)-5
Worthington Steel Company of Kentucky, L.L.C. | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
Worthington Steel of Michigan, Inc. | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
Advanced Component Technologies, Inc. | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
91 16th Street South | ||
Northwood, Iowa 50459 | ||
Angus-Palm, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
315 Airport Drive, | ||
Watertown South Dakota, 57201 | ||
Angus Industries, 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 | ||
WSC Acquisition, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
27 Excellence Way | ||
Vonnore, Tennessee 37885 |
Sch 6.1(f)-6
Worthington Cylinders Mississippi, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
795 Sam Barkley Drive | ||
New Albany, MS 38652 | ||
Worthington Torch, LLC | 200 Old Wilson Bridge Road | |
Columbus, Ohio 43085 | ||
One Bernzomatic Drive | ||
Medina, NY 14103 | ||
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)-7