Exhibit 10.20
AMENDMENT NO. 4 TO RECEIVABLES
PURCHASE AGREEMENT
THIS AMENDMENT NO. 4 TO RECEIVABLES
PURCHASE AGREEMENT (this “ Amendment ”), dated
as of January 25, 2008, 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 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 Clause (a)(i) of the
definition of “Eligible Receivable” set forth in the
Exhibit I to the Agreement is hereby amended by deleting the
amount “$2,000,000” therein and substituting the phrase
“the product of (x) 0.02 times (y) the Outstanding
Balance of all other Eligible Receivables”
therefor.
2.2 Clause (a) of the
definition of “Facility Termination Date” set forth in
the Exhibit I to the Agreement is hereby amended by deleting
the date “January 26, 2008” therein and substituting
the date “January 26, 2011” therefor.
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 representat
