EX-10.3



 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 

  

					
		 	1	 	 8th Amendment to the

Purchase and Sale Agreement










 
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: 

  

					
		 	2	 	 8th Amendment to the

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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. 

  

					
		 	3	 	 8th Amendment to the

Purchase and Sale Agreement










 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. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  

					
		 	4	 	 8th 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: 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



  

					
		 	S-5	 	 8th 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, 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