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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 (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. 

  

					
		 	  
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 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] 

  

					
		 	  
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 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

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	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

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	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
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	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
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 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
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 SCHEDULE 5.6 

Schedule 5.6 
 PROCEEDINGS 
 NONE 

  

					
		 	  
 Sch. 5.6-1
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 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
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	 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
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 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
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 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