Exhibit 10.2
AMENDMENT NO. 11
Dated as of January 13, 2020
to
PURCHASE AND SALE AGREEMENT
Dated as of November 30, 2000
This AMENDMENT NO. 11 (this "Amendment"), dated as of January 13, 2020, is
entered into among the VARIOUS ENTITIES LISTED ON THE SIGNATURE PAGES HERETO AS
REMAINING ORIGINATORS (each, a "Remaining Originator"; and collectively, the
"Remaining Originators"), STRUCTURAL COMPOSITES INDUSTRIES LLC, a Delaware
limited liability company (the "Released Originator"), and WORTHINGTON
RECEIVABLES CORPORATION, a Delaware corporation (the "Company").
RECITALS
WHEREAS, the Remaining Originators, the Released Originator 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");
WHEREAS, concurrently herewith, the Company, as the Seller, the Servicer, the
Administrator and PNC are entering into that certain Amendment No. 21 to the
Receivables Purchase Agreement, dated as of the date hereof (the "Receivables
Purchase Agreement Amendment");
WHEREAS, in connection with this Amendment, the Released Originator is being
removed from the Agreement as a party thereto in the capacity of an
"Originator"; 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 to
incorporate the changes shown on the marked pages of the Agreement attached
hereto as Exhibit A.
SECTION 3.Release of Released Originator.
The parties hereto hereby agree that
upon the effectiveness of this Amendment, the Released Originator shall no
longer (a) 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
1
11th Amendment to the
Purchase and Sale Agreement
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Agreement or such other Transaction Document, as applicable) and (b) sell any
Receivables or Related Rights to the Company pursuant to the Agreement or
otherwise.
SECTION 4.Delegation and Assumption of Released Originator's
Obligations.
Effective immediately prior to the removal of the Released
Originator as party to the Agreement pursuant to Section 3 above, the Released
Originator hereby delegates to each of the Remaining Originators, and each of
the Remaining Originators, jointly and severally, hereby assumes, all of the
Released Originator's duties, obligations and liabilities that have arisen or
accrued prior to the date hereof under the Agreement and each of the other
Transaction Documents.
SECTION 5.Cancellation of Company Note.
The Released Originator represents and
warrants to the other parties hereto that it (a) currently holds the Company
Note made by the Company to the Released Originator (the "Released Originator
Note") and (b) has not sold, pledged, assigned, or otherwise transferred the
Released Originator Note or any interest therein.
The Released Originator
hereby acknowledges and agrees