Amendment No. 10 to Receivables Purchase Agreement



 Exhibit 10.36 
 AMENDMENT NO. 11 TO RECEIVABLES PURCHASE AGREEMENT 
 THIS
AMENDMENT NO. 11 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 6, 2011, 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. Amendment to Agreement. Schedule II to the Agreement is hereby amended and restated in its entirety as set forth on Schedule II hereto. 

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. Consent. Each of the Administrator and the Purchaser hereby consent to Amendment No. 5 to the Sale Agreement, dated as of the date hereof, among the Seller and the Originators party thereto
(the “Fifth Amendment to Sale Agreement”). 
 5. Other Agreement. Each of the parties
hereto hereby agree that if the Seller shall not have received from The Gerstenslager Company payment in full of the Purchase Price (as defined in the Gerstenslager Assignment Agreement (as defined below)) on or prior to May 20, 2011, such
event shall constitute a Termination Event without any grace period. 
 6. 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. 
 7. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrator of: (i) counterparts of: (a) this Amendment (b) the Fifth Amendment to
Sale Agreement, (c) the Assignment Agreement, dated as of the date hereof, between the Seller and The Gerstenslager Company (and acknowledged and consented to by PNC and the Purchaser) (the “Gerstenslager Assignment
Agreement”) and (d) that certain Amendment No. 3 to Lockbox Agreement, dated as of the date hereof, among PNC, Worthington, the Seller, Market Street Funding LLC and the Originators party thereto, in each case (whether by
facsimile or otherwise) executed by each of the parties hereto or thereto, as applicable, and (ii) such other documents, instruments, agreements and opinions as the Administrator may request. 

8. 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. 

9. 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). 

10. 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. 
 [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK] 







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

			
	 WORTHINGTON RECEIVABLES

CORPORATION, as Seller

		
	 By:
	 	 /s/    Marcus Rogier

	 Name:
	 	 Marcus Rogier

	 Title:
	 	 Treasury Manager

	
	 WORTHINGTON INDUSTRIES, INC.,

as Servicer

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer










 
			
	 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