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
