AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”), dated as of January 21,
2010, is entered into among WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation, as Seller (the “ Seller ”),
WORTHINGTON INDUSTRIES, INC., an Ohio corporation (“ Worthington ”), 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 (“ PNC ”), as
Administrator (the “ Administrator ”).
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 through the date hereof,
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. Amendment to Agreements . The Agreement is hereby amended to incorporate the changes shown on the marked pages
of the Agreement attached hereto as Exhibit A .
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 solely to an earlier date, in which case such representations or
warranties were true and correct as of such