AMENDMENT NO. 6 Dated as of January 19, 2012 to PURCHASE AND SALE AGREEMENT Dated as of November 30, 2000

EX-10.2 3 d297896dex102.htm AMENDMENT NO. 6 TO PURCHASE AND SALE AGREEMENT Amendment No. 6 to Purchase and Sale Agreement

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.

 

 

 

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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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

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