EX-10.G.V 14 l95946aexv10wgwv.txt EX-10(G)(V) Exhibit 10(G)(V) ASSUMPTION AND TRANSFER AGREEMENT --------------------------------- THIS ASSUMPTION AND TRANSFER AGREEMENT (this "AGREEMENT"), dated as of October 25, 2001, is among WORTHINGTON RECEIVABLES CORPORATION (the "SELLER"), FIFTH THIRD BANK, as a purchaser (the "CONDUIT PURCHASER"), FIFTH THIRD BANK, as a related committed purchaser (the "RELATED COMMITTED PURCHASER" and together with the Conduit Purchaser, the "FIFTH THIRD PURCHASERS"), FIFTH THIRD BANK, as agent for the Fifth Third Purchasers (the "FIFTH THIRD PURCHASER AGENT" and together with the Fifth Third Purchasers, the "FIFTH THIRD PURCHASER GROUP"), MARKET STREET FUNDING CORPORATION, as a purchaser ("MARKET STREET") and PNC BANK, NATIONAL ASSOCIATION, as agent for Market Street (in such capacity, "PNC") as administrator (in such capacity, the "ADMINISTRATOR"). BACKGROUND The Seller and various others are parties to a certain Receivables Purchase Agreement dated as of November 30, 2000 (as amended through the date hereof, the "RECEIVABLES PURCHASE AGREEMENT"). Capitalized terms used and not otherwise defined herein have the respective meaning assigned to such terms in the Receivables Purchase Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. This letter constitutes an Assumption Agreement pursuant to SECTION 1.2(e) and a Transfer Supplement pursuant to SECTION 6.3(c) and (e) of the Receivables Purchase Agreement. The Seller desires the Fifth Third Purchasers to become Purchasers and the Fifth Third Purchaser Agent to become a Purchaser Agent under the Receivables Purchase Agreement and upon the terms and subject to the conditions set forth in the Receivables Purchase Agreement, and the Fifth Third Purchasers agree to become Purchasers and the Fifth Third Purchaser Agent agrees to become a Purchaser Agent thereunder. Seller hereby represents and warrants to each member of the Fifth Third Purchaser Group, the Administrator and Market Street as of the date hereof, as follows: (i) the representations and warranties contained in EXHIBIT III of the Receivables Purchase Agreement are correct on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates. (ii) no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such purchase; and (iii) the Facility Termination Date shall not have occurred. SECTION 2. Upon execution and delivery of this Agreement by the Seller, each member of the Fifth Third Purchaser Group, the Administrator and Market Street, satisfaction of the other conditions to assignment specified in SECTION 1.2(e) and SECTION 6.3(c) and (e) of the Receivables Purchase Agreement (including the consent of the Administrator and each of the other Purchasers party thereto) and receipt by the Administrator of counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the parties hereto, each of the Fifth Third Purchasers and the Fifth Third Purchaser Agent shall become a party to, and have the rights and obligations of Purchasers and Purchaser Agents, respectively, under the Receivables Purchase Agreement and Market Street and PNC as the Market Street Purchaser Agent shall, to the extent of the interest assigned by Market Street hereunder, relinquish their rights and interest (other than the right to receive payments which accrued in favor of Market Street or PNC as the Market Street Purchaser Agent prior to but not including the date hereof) and be released for their obligations under the Receivables Purchase Agreement. SECTION 3. (a) Market Street (the "ASSIGNOR") hereby sells and assigns to the Related Committed Purchaser (the "ASSIGNEE") without recourse and without representation or warranty (except that it is the sole owner of its right, title and interest in and to the portion of Purchased Interest being transferred hereunder free of any Adverse Claim), and the Assignee hereby purchases and assumes from the Assignor, that portion of the Assignor's interest in and to the Purchased Interest and that portion of the Assignor's other rights and obligations under the Receivables Purchase Agreement as of the date hereof equal to the following: Commitment assigned: $ 50,000,000 Assignor's remaining Commitment: $140,000,000 Investment assigned: $ 50,000,000 Assignor's remaining Investment: $140,000,000 The Commitments of Assignor and the Assignee shall be as set forth on the signature page hereto. (b) The Assignor hereby instructs the Administrator to make all payments from and after the date hereof in respect of the portion of the Purchased Interest assigned hereby directly to the Assignee. The Assignor and the Assignee agree that all Discount and fees accrued up to, but not including, the date hereof are the property of the Assignor, and not the Assignee. The Assignee agrees that, upon receipt of any such Discount or fees, the Assignee will promptly remit the same to the Assignor. (c) On the date hereof, the Assignee shall pay to the Assignor, in immediately available funds, an amount equal to the purchase price of the portion of the Purchased Interest assigned hereunder in accordance with the following payment instructions: -2- PNC Bank, National Association ABA No.: 04300096 Account Name: Market Street Funding Corporation Account No.: 1002422076 Ref: Worthington Receivables Corporation (d) All notices and other communications hereunder or under the Receivables Purchase Agreement to the Fifth Third Purchasers and the Fifth Third Purchaser Agent shall be sent or delivered to Fifth Third Purchasers and Fifth Third Purchaser Agent at the address set forth under their names on the signature pages hereof. SECTION 4. Each party hereto hereby covenants and agrees that it will not institute against, or join any other Person in instituting agent, any Conduit Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The covenant contained in this paragraph shall survive any termination of the Receivables Purchase Agreement. SECTION 5. THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement may not be amended, supplemented or waived except pursuant to a writing signed by the party to be charged. This Agreement may be executed in counterparts, and by the different parties on different counterparts, each of which shall constitute an original, but all together shall constitute one and the same agreement. (continued on following page) -3- IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written. FIFTH THIRD BANK, as a Conduit Purchaser and a Related Committed Purchaser By: /s/ David J. Folkwein -------------------------------------------- Name Printed: David J. Folkwein Title: Senior Vice President Address: Fifth Third Bank 21 East State Street Columbus, OH 43215 Attention: Daron McGuire Telephone: (614) 233-4424 Facsimile: (614) 341-2606 Commitment: $50,000,000 Assumption Agreement (Fifth Third) S-1 FIFTH THIRD BANK, as a Purchaser Agent for the Fifth Third Purchasers By: /s/ Jeff Chapman -------------------------------------------- Name Printed: Jeff Chapman Title: Vice President Address: Fifth Third Bank 38 Fountain Square Plaza M.D. 1090A3 Cincinnati, OH Attention: Robert Finley Telephone: (513) 744-4870 Facsimile: (513) 579-4270 Assumption Agreement (Fifth Third) S-2 MARKET STREET FUNDING CORPORATION, as a Conduit Purchaser and a Related Committed Purchaser By: /s/ Douglas K. Johnson -------------------------------------------- Name Printed: Douglas K. Johnson Title: President Address: Market Street Funding Corporation c/o AMACAR Group, L.L.C. 6525 Morrison Blvd. Suite 318 Charlotte, North Carolina 28211 Attention: Douglas K. Johnson Telephone No.: (704) 365-0569 Facsimile No.: (704) 365-1362 With a copy to: PNC Bank, National Association One PNC Plaza 249 Fifth Avenue Pittsburgh, Pennsylvania 15222-2707 Attention: John Smathers Telephone No.: (412) 762-6440 Facsimile No.: (412) 762-9184 Commitment $140,000,000 Assumption Agreement (Fifth Third) S-3 PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent for Market Street By: /s/ John T. Smathers -------------------------------------------- Name Printed: John T. Smathers Title: Vice President Address: PNC Bank, National Association One PNC Plaza 249 Fifth Avenue Pittsburgh Pennsylvania 15222-2707 Attention: John Smathers Telephone No.: (412) 762-6440 Facsimile No.: (412) 762-9184 Assumption Agreement (Fifth Third) S-4 WORTHINGTON RECEIVABLES CORPORATION, as Seller By: -------------------------------------------- Name Printed: --------------------------------- Title: ---------------------------------------- Address: Worthington Receivables Corporation 1205 Dearborn Drive Columbus, Ohio 43085 Attention: Randal I. Rombeiro Telephone: (614) 840-3574 Facsimile: (614) 438-7508 Consented and Agreed: PNC BANK, NATIONAL ASSOCIATION, as Administrator By: /s/ John Smathers ------------------------------ Name Printed: John Smathers Title: Vice President Assumption Agreement (Fifth Third) S-5 WORTHINGTON RECEIVABLES CORPORATION, as Seller By: /s/ John T. Baldwin -------------------------------------------- Name Printed: John T. Baldwin Title: Vice President - Treasurer Address: Worthington Receivables Corporation 1205 Dearborn Drive Columbus, Ohio 43085 Attention: Randal I. Rombeiro Telephone: (614) 840-3574 Facsimile: (614) 438-7508 Consented and Agreed: PNC BANK, NATIONAL ASSOCIATION, as Administrator By: ------------------------------ Name Printed: John Smathers Title: Vice President Assumption Agreement (Fifth Third) S-5