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Exhibit-10(h)(iv)
AMENDMENT NO. 1
DATED AS OF MAY 18, 2001
TO
PURCHASE AND SALE AGREEMENT
DATED AS OF NOVEMBER 30, 2000
This AMENDMENT NO. 1 (this "AMENDMENT") dated as of May 18, 2001 is
entered into between VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO AS AN
ORIGINATOR (each, an "Originator"; and collectively, "ORIGINATORS"), and
WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation (the "COMPANY").
RECITALS
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WHEREAS, the parties hereto have entered into a certain Purchase and
Sale Agreement dated as of November 30, 2000 (the "AGREEMENT");
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.
SECTION 2. AMENDMENTS TO AGREEMENT. The Agreement is hereby amended as
follows:
2.1 SECTION 1.6 of the Agreement is hereby amended to add the following
at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
no Originator shall be prevented from contributing Receivables to the
Company from time to time; PROVIDED, HOWEVER that such Originator shall
provide the Administrator with prior written notice of the date and
amount of each such contribution. Contributions made in connection with
the immediately preceding sentence (i) shall have no effect on the
aggregate Purchase Price of any Receivables sold by any Originator to
the Company on the date of such contribution and (ii) shall not effect
the aggregate outstanding balance of any Company Note."
2.2 SECTION 1.7 of the Agreement is hereby amended to add "and each
Purchaser Agent" after the term "Administrator" everywhere such term appears in
such Section.
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SECTION 3. MISCELLANEOUS.
3.1 REPRESENTATIONS AND WARRANTIES. Each Originator and the Company
hereby makes, with respect to itself, the representations and warranties as
follows:
(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in ARTICLE V of the Agreement of such Originators
are true and correct as of the date hereof (unless stated to relate
solely to an earlier date, in which case such representations and
warranties were true and correct as of such earlier date).
(b) ENFORCEABILITY. The execution and delivery by such Person
of this Amendment, and the performance of its obligations under this
Amendment and the Agreement, as amended hereby, are within its
organizational powers and have been duly authorized by all necessary
organizational action on its part. This Amendment and the Agreement, as
amended hereby, are its valid and legally binding obligations,
enforceable in accordance with its terms.
(c) TERMINATION EVENT. No Purchase and Sale Termination Event
or Unmatured Purchase and Sale Termination Event has occurred and is
continuing.
3.2 REFERENCES TO AGREEMENT. Upon the effectiveness of this Amendment,
each reference in the Agreement to "this Agreement", "hereunder", "hereof",
"herein", or words of like import shall mean and be a reference to the Agreement
as amended hereby, and each reference to the Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the
Agreement shall mean and be a reference to the Agreement as amended hereby.
3.3 EFFECT ON THE AGREEMENT. Except as specifically amended above, the
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
3.4 NO WAIVER. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any
party under the Agreement or any other document, instrument or agreement
executed in connection therewith, nor constitute a waiver of any provision
contained therein, except as specifically set forth herein.
3.5 GOVERNING LAW. This Amendment, including the rights and duties of
the parties hereto, shall be governed by, and construed in accordance with, the
laws of the State of New York (without giving effect to the conflict of laws
principles thereof).
3.6 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
3.7 HEADINGS. The Section headings in this Amendment are inserted for
convenience of reference only and shall not affect the meaning or interpretation
of this Amendment or any provision hereof.
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3.8 COUNTERPARTS. This Amendment may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
WORTHINGTON RECEIVABLES CORPORATION
By: /S/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Vice President
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ORIGINATORS:
THE WORTHINGTON STEEL COMPANY,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Vice President
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THE WORTHINGTON STEEL COMPANY,
a North Carolina corporation
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
-------------------------
Title: Vice President
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THE WORTHINGTON STEEL COMPANY,
an Ohio corporation
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
-------------------------
Title: Vice President
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WORTHINGTON STEEL COMPANY OF
KENTUCKY, LLC
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
-------------------------
Title: Vice President
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WORTHINGTON STEEL COMPANY OF
DECATUR, L.L.C.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
-------------------------
Title: Vice President
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WORTHINGTON STEEL OF MICHIGAN, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Vice President
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SCHEDULE I
LIST OF ORIGINATORS
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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
Worthington Steel of Michigan, Inc., a Michigan corporation
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