Amendment No. 5 to Purchase and Sale Agreement



 Exhibit 10.42 
 AMENDMENT NO. 5 
 Dated as of May 6, 2011 

to 

PURCHASE AND SALE AGREEMENT 
 Dated as of November 30, 2000 
 This AMENDMENT NO. 5
(this “Amendment”), dated as of May 6, 2011, is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO AS ORIGINATORS (each, a “Remaining Originator”; and collectively, the “Remaining
Originators”), THE GERSTENSLAGER COMPANY, a corporation organized under the laws of Michigan (the “Released Originator”), and WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation (the “Company”).

 RECITALS 
 WHEREAS, the Remaining Originators and the Released Originator 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). 

SECTION 2. Amendments to Agreement. The Agreement is hereby amended as follows: 

2.1 The parties hereto hereby agree that upon the effectiveness of this Amendment, the Released Originator shall no longer
be party to the Agreement or any other Transaction Document and shall no longer have any obligations or rights thereunder (other than such obligations which by their express terms survive termination of the Agreement or such other Transaction
Document, as applicable). 
 2.2 Schedule I of the Agreement is hereby amended and restated in its
entirety as set forth on Schedule I 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 6.1(f) of the Agreement is hereby amended and restated
in its entirety as set forth on Schedule 6.1(f) attached hereto. 
 SECTION 3. Authorization to File
Financing Statements. Upon the effectiveness of this Amendment, each of the Released Originator and the Company hereby authorizes the Administrator to file (at the expense of the Company) one or more UCC-3 amendments in the form of Exhibit
A hereto. 
 SECTION 4. Miscellaneous. 

4.1 Representations and Warranties. 

(a) Each Remaining 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 Remaining 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. 







 4.2 Effectiveness. This Amendment shall become effective as of the
date hereof upon (i) receipt by the Company and the Administrator of: (a) counterparts of this Amendment, (b) counterparts of 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), in each case (whether by facsimile or otherwise) executed by each of the other parties hereto or thereto, as applicable, and (c) such other documents, agreements, instruments and opinions
as the Administrator may request and (ii) the cancellation and return to the Company (with a copy to the Administrator) of the original Company Note in favor of the Released Originator. 

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, 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). 
 4.7 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. 
 4.8 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.

 4.9 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] 







 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

	
	 REMAINING ORIGINATORS:

	
	 THE WORTHINGTON STEEL COMPANY,
 a Delaware corporation

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer

	
	 THE WORTHINGTON STEEL COMPANY,
 a North Carolina corporation

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer

	
	 THE WORTHINGTON STEEL COMPANY,
 an Ohio corporation

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer

	
	 WORTHINGTON CYLINDERS CORPORATION

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer











			
	
	 WORTHINGTON CYLINDERS WISCONSIN, LLC

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer

	
	 WORTHINGTON STEEL COMPANY OF DECATUR, L.L.C.

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer

	
	 WORTHINGTON STEEL COMPANY OF KENTUCKY, LLC

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer

	
	 WORTHINGTON STEEL OF MICHIGAN, INC.

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer

	
	 RELEASED ORIGINATOR:

	
	 THE GERSTENSLAGER COMPANY

		
	 By:
	 	 /s/    Matthew A. Lockard

	 Name:
	 	 Matthew A. Lockard

	 Title:
	 	 Treasurer










 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 







 SCHEDULE 5.15 

TRADE NAMES 
  

			
	 Legal Name
	  	 Trade Names

		
	 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

		
	 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. 







 SCHEDULE 6.1(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









 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










			
		
	 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









 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, 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, 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










			
		
	 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