EX-10(G)(X)



 





Exhibit 10(g)(x)




EXECUTION VERSION




AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT




     THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”)
dated as of May 31, 2004, is entered into among WORTHINGTON RECEIVABLES
CORPORATION, a Delaware corporation (the “Seller”), WORTHINGTON INDUSTRIES,
INC., an Ohio corporation (the “Servicer”), THE MEMBERS OF THE VARIOUS
PURCHASER GROUPS FROM TIME TO TIME PARTY THERETO (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
Administrator are parties to the Receivables Purchase Agreement, dated as of
November 30, 2000 (as amended, supplemented or otherwise modified from time to
time, 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 Exhibit I of the Agreement is hereby amended by adding the
following definition, as alphabetically appropriate:



     “Steel Surcharge Receivable” means a Receivable, the Originators of which
are The Worthington Steel Company, a Delaware corporation, The Worthington
Steel Company, a North Carolina corporation, The Worthington Steel Company, an
Ohio corporation, Worthington Steel Company of Kentucky, LLC, a Kentucky
limited liability company, Worthington Steel Company of Decatur, L.L.C., an
Alabama limited liability company, or Worthington Steel of Michigan, Inc., a
Michigan corporation, which is associated with surcharges for coke shortages,
utilities, fuel, freight and other costs from vendors of such Originators.”.




     2.2 The definition of “Defaulted Receivables” is hereby amended by
adding the following sentence in its entirety immediately at the end of
such definition:



     “The “Outstanding Balance” of any Defaulted Receivable shall be determined
without regard to any credit memos or credit balances.”.



 









 









     2.3 The definition of “Delinquency Ratio” set forth in the Exhibit I
to the Agreement is hereby amended and restated in its entirety to read
as follows:



     “Delinquency Ratio” means the ratio (expressed as a percentage and
rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward)
computed as of the last day of each calendar month by dividing: (a) the
aggregate Outstanding Balance of all Pool Receivables that were Delinquent
Receivables (excluding Steel Surcharge Receivables and amounts reported by the
Servicer as inputs to the Information Package as charge-backs and disputed
receivables) on such day by (b) the aggregate Outstanding Balance of all Pool
Receivables on such day.”.




     2.4 The definition of “Delinquent Receivables” is hereby amended by
adding the following sentence in its entirety immediately at the end of
such definition:



     “The “Outstanding Balance” of any Delinquent Receivable shall be
determined without regard to any credit memos or credit balances.”.




     2.5 Clause (m) of the definition of “Eligible Receivable” set forth
in Exhibit I to the Agreement is hereby amended and restated in its
entirety to read as follows:



     "(m) that is not a Defaulted Receivable, a Delinquent Receivable or a
Steel Surcharge Receivable,”.




     2.6 The definition of “Ineligible Elimination Amounts” set forth in
Exhibit I to the Agreement is hereby amended and restated in its
entirety to read as follows:



     “Ineligible Elimination Amounts” means amounts which are reported by the
Servicer as inputs to the Information Package as credit memos or aged invoices
which relate to Receivables which are not Eligible Receivables, including
without limitation, Receivables (a) the Obligor of which is not United States
resident, (b) the Obligor of which is an Affiliate of Worthington, (c) related
to the resale program or (d) which are Steel Surcharge Receivables.”.



     3. Representations and Warranties. The Seller hereby represents and
warrants to the Administrator and each member of the various Purchaser Groups
from time to time party thereto as follows:




     (a) Representations and Warranties. The 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.



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     (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, as expressly
amended and modified by this Amendment, shall remain in full force and effect.
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 counterparts of this Amendment
(whether by facsimile or otherwise) executed by each of the other parties
hereto.



     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).



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


	 	 	 	 	 
	 	WORTHINGTON RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	/s/Randal I. Rombeiro
 	 
	 	 	Name:  	Randal I. Rombeiro 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	WORTHINGTON INDUSTRIES, INC.,

as Servicer

 	 
	 	By:  	/s/Randal I. Rombeiro
 	 
	 	 	Name:  	Randal I. Rombeiro 	 
	 	 	Title:  	Treasurer 	 
	 




Amendment No. 2 to
RPA
(Worthington)



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	 	MARKET STREET FUNDING CORPORATION,

as a Purchaser

 	 
	 	By:  	/s/Douglas K. Johnson
 	 
	 	 	Name:  	Douglas K. Johnson 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as Administrator and as a Purchaser Agent

 	 
	 	By:  	/s/ John T. Smathers
 	 
	 	 	Name:  	John T. Smathers 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 2 to
RPA
(Worthington)


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AGREED, ACKNOWLEDGED AND CONSENTED TO:



LIBERTY STREET FUNDING CORP.,

as a Purchaser


	 	 	 	 
	 	 
	By:  	/s/Bernard J. Angelo
 	 
	Name:  	Bernard J. Angelo 	 
	Title:  	Vice President 	 
	 




THE BANK OF NOVA SCOTIA,

as Purchaser Agent for the Liberty Street Purchasers


	 	 	 	 
	 	 
	By:  	/s/Norman Last
 	 
	Name:  	Norman Last 	 
	Title:  	Managing Director 	 
	 




Amendment No. 2 to
RPA
(Worthington)


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AGREED, ACKNOWLEDGED AND CONSENTED TO:



FIFTH THIRD BANK,

as a Purchaser and as Purchaser Agent for the Fifth Third Purchasers


	 	 	 	 
	 	 
	By:  	/s/ Robert O. Finley
 	 
	Name:  	Robert O. Finley 	 
	Title:  	Vice President 	 
	 




Amendment No. 2 to
RPA
(Worthington)



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