Exhibit 10.30
AMENDMENT NO. 6 TO RECEIVABLES
PURCHASE AGREEMENT
THIS AMENDMENT NO. 6 TO RECEIVABLES
PURCHASE AGREEMENT (this “ Amendment ”), dated
as of April 30, 2009, 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 The definition of
“Receivable” set forth on Exhibit I to the Agreement is
hereby amended and restated in its entirety to read as follows
:
“ Receivable ”
means any indebtedness and other obligations owed to the Seller or
any Originator by, or any right of the Seller or any Originator to
payment from or on behalf of, an Obligor, whether constituting an
account, chattel paper, instrument or general intangible, arising
in connection with the sale of goods or the rendering of services
by an Originator, and includes the obligation to pay any finance
charges, fees and other charges with respect thereto; provided
however , that “Receivable” shall not include any
Excluded Receivable or any such indebtedness and such other
obligations or any such right to payment arising in connection with
the sale of goods or the rendering of services by the Taylor
Division of Worthington Steel of Michigan, Inc. or the Worthington
Machine Technology Division of The Worthington Steel Company, an
Ohio corporation. Indebtedness and other obligations arising from
any one transaction, including indebtedness and other
obligations represented by an
individual invoice or agreement, shall constitute a Receivable
separate from a Receivable consisting of the indebtedness and other
obligations arising from any other transaction.
2.2 The following definition of
“Excluded Obligor” is hereby added to Exhibit I to
the Agreement, as alphabetically appropriate:
“ Excluded Obligor
” means General Motors Corporation, Chrysler LLC or any of
their respective Affiliates.
2.3 The following definition of
“Excluded Receivable” is hereby added to Exhibit I
to the Agreement, as alphabetically appropriate:
“ Excluded Receivable
” means any indebtedness and other obligations owed to the
Seller (as the assignee of the related Originator) or any
Originator by, or any right of any Originator to payment from or on
behalf of, any Excluded Obligor, whether constituting an account,
chattel paper, instrument or general intangible, arising in
connection with the sale of goods or the rendering of services by
an Originator, and includes the obligation to pay any finance
charges, fees and other charges with respect thereto.
2.4 Schedule V to the
Agreement is hereby amended and restated in its entirety as set
forth on Exhibit A hereto.
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 representations and warranties contained in
Exhibit III of the Agreement are true and correct as of the date
hereof (unless stated to relate solel
