Amendment No. 13 to Receivables Purchase Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 13 TO RECEIVABLES PURCHASE AGREEMENT

 THIS AMENDMENT NO. 13 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of
January 18, 2013, is entered into among WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation, as Seller (the “Seller”), WORTHINGTON INDUSTRIES, INC., an Ohio corporation, as Servicer (the “Servicer”),
THE MEMBERS OF THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY TO THE AGREEMENT (as defined below) (each, a “Purchaser Group” and collectively, the “Purchaser Groups”), and PNC BANK, NATIONAL ASSOCIATION, as
Administrator (the “Administrator”). 
 RECITALS 

The Seller, the Servicer, each member of each of the Purchaser Groups and the Administrator are parties to the
Receivables Purchase Agreement, dated as of November 30, 2000 (as amended, supplemented or otherwise modified through the date hereof, the “Agreement”); and 

The parties hereto desire to amend the Agreement as hereinafter set forth. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 
 1. Certain Defined Terms. Capitalized terms that are used
herein without definition and that are defined in Exhibit I to the Agreement shall have the same meanings herein as therein defined. 
 2. Amendments to Agreement. 
 2.1 The
Agreement is amended by deleting the amount “$150,000,000” where it appears on the signature page for Market Street Funding LLC and substituting the amount “$100,000,000” therefor. 

2.2 Clause (a) of the definition of “Facility Termination Date” set forth in
Exhibit I to the Agreement is hereby amended by deleting the date “January 18, 2013” where it appears therein and substituting the date “January 16, 2015” therefor. 

2.3 The definition of “Purchase Limit” set forth in Exhibit I to the Agreement is amended
by deleting the amount “$150,000,000” where it appears therein and substituting the amount “$100,000,000” therefor. 
 3. Representations and Warranties. The Seller and the Servicer each hereby represents and warrants to the Administrator and each member of the various Purchaser Groups from time to time party to
the Agreement as follows: 
 (a) Representations and Warranties. Its representations and
warranties contained in Exhibit III of the 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); 

(b) Enforceability. The execution and delivery by each of the Seller and the Servicer of this
Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its corporate powers and have been duly authorized by all necessary corporate action on each of its parts. This
Amendment and the Agreement, as amended hereby, are each of the Seller’s and the Servicer’s valid and legally binding obligations, enforceable in accordance with its terms; and 

(c) 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. 

4. Effect of Amendment. All provisions of the Agreement, including as expressly amended and modified by this
Amendment, shall remain in full force and effect and are hereby ratified. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”,
“herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement
any provision of the Agreement other than as set forth herein. 
 5. Effectiveness. This Amendment shall
become effective as of the date hereof upon receipt by the Administrator of: (i) counterparts of: (a) this Amendment and (b) the Seventh Amended and Restated Fee Letter (the “Amended Fee Letter”), dated as of the date
hereof, among the Administrator, Worthington, the Seller and Market Street Funding LLC, in each case (whether by facsimile or otherwise) executed by each of the parties hereto or thereto, as applicable, (ii) the “Structuring Fee” (as
defined in the Amended Fee Letter) in accordance with the terms of the Amended Fee Letter and (iii) such other documents, instruments, agreements and opinions as the Administrator may request. 

6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate
counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. 

7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the
State of New York (without regard to any otherwise applicable principles of conflicts of law other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). 

8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect
the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof. 
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INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above. 
  

			
	WORTHINGTON RECEIVABLES CORPORATION, as Seller
		
	By:	 	 /s/ Matthew A. Lockard

		 	 Name: Matthew A. Lockard
 Title: Treasurer

	
	 WORTHINGTON INDUSTRIES, INC., as Servicer

		
	By:	 	 /s/ Matthew A. Lockard

		 	 Name: Matthew A. Lockard
 Title: Treasurer




  
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	MARKET STREET FUNDING LLC
		
	By:	 	 /s/ Doris J. Hearn

		 	 Name: Doris J. Hearn
 Title:
Vice President



  

			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ William P. Falcon

		 	 Name: William P. Falcon

Title: Vice President




  
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