WORTHINGTON INDUSTRIES INC
EX-10(G)(VI)
<DOCUMENT>
<TYPE>EX-10.G.VI
<SEQUENCE>15
<FILENAME>l95946aexv10wgwvi.txt
<DESCRIPTION>EX-10(G)(VI)
<TEXT>
<PAGE>
                                                               EXHIBIT 10(G)(VI)

                       ASSUMPTION AND TRANSFER AGREEMENT
                       ---------------------------------

     THIS ASSUMPTION AND TRANSFER AGREEMENT (this "AGREEMENT"), dated as of
April 24, 2002, is among WORTHINGTON RECEIVABLES CORPORATION (the "SELLER"),
LIBERTY STREET FUNDING CORP., as a purchaser (the "CONDUIT PURCHASER"), LIBERTY
STREET FUNDING CORP., as a related committed purchaser (the "RELATED COMMITTED
PURCHASER" and together with the Conduit Purchaser, the "LIBERTY STREET
PURCHASERS"), THE BANK OF NOVA SCOTIA, a Canadian chartered bank acting through
its New York Agency, as agent for the Liberty Street Purchasers (the "LIBERTY
STREET PURCHASER AGENT" and together with the Liberty Street Purchasers, the
"LIBERTY STREET 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") and 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 Liberty Street
Purchasers to become Purchasers and the Liberty Street 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 Liberty Street Purchasers agree to become Purchasers and the Liberty
Street Purchaser Agent agrees to become a Purchaser Agent thereunder.

     Seller hereby represents and warrants to each member of the Liberty Street
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

<PAGE>
     (iii) the Facility Termination Date shall not have occurred.

     SECTION 2. Upon execution and delivery of this Agreement by the Seller,
each member or the Liberty Street 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 Liberty Street Purchasers and the Liberty Street 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 Liberty
Street Funding Corp. (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:                    $60,000,000
     Assignor's remaining Commitment:        $80,000,000
     Investment assigned:                    $40,000,000
     Assignor's remaining Investment:        $70,000,000

     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.



                                      -2-
<PAGE>
         (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:

                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 Liberty Street Purchasers and the Liberty
Street Purchaser Agent shall be sent or delivered to Liberty Street Purchasers
and Liberty Street 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 against, 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-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the date first above written.



                                 LIBERTY STREET FUNDING CORP., as a Conduit
                                 Purchaser and a Related Committed Purchaser


                                 By:              /s/ Andrew L. Stidd
                                     ----------------------------------------
                                 Name Printed:       Andrew L. Stidd
                                               ------------------------------
                                 Title:                President
                                         ------------------------------------

                                 Address:
                                          Liberty Street Funding Corp.
                                          c/o Global Securitization Service, LLC
                                          114 West 47th Street, Suite 1715
                                          New York, New York 10036

                                          Attention:   Andrew L. Stidd
                                          Telephone:   (212) 302-5151
                                          Facsimile:   (212) 302-8767

                                          Commitment: $60,000,000
                                                      -----------------------



                                With a copy to:

                                         The Bank of Nova Scotia
                                         One Liberty Plaza
                                         New York, New York 10006

                                         Attention:    Norman Last
                                         Telephone:    (212) 225-5000
                                         Facsimile:    (212) 225-5090


                                           Assumption Agreement (Liberty Street)


                                      S-1
<PAGE>

                                 THE BANK OF NOVA SCOTIA, as Purchaser
                                 Agent for the Liberty Street Purchasers


                                 By:              /s/ Norman Last
                                     ----------------------------------------
                                 Name Printed:       NORMAN LAST
                                               ------------------------------
                                 Title:           MANAGING DIRECTOR
                                         ------------------------------------

                                 Address:

                                         The Bank of Nova Scotia
                                         One Liberty Plaza
                                         New York, New York 10006

                                         Attention:    Norman Last
                                         Telephone:    (212) 225-5000
                                         Facsimile:    (212) 225-5090


                                           Assumption Agreement (Liberty Street)


                                      S-2
<PAGE>

                                        MARKET STREET FUNDING CORPORATION,
                                        as a Conduit Purchaser and a Related
                                        Committed Purchaser


                                        By: /s/ Juliana C. Johnson
                                           ------------------------------------
                                        Name Printed: Juliana C. Johnson
                                                      -------------------------
                                        Title:        Vice 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 $80,000,000
                                                        -----------------



                                           Assumption Agreement (Liberty Street)


                                      S-3
<PAGE>

                                        PNC BANK, NATIONAL ASSOCIATION,
                                        as Purchaser Agent for Market Street


                                        By: /s/ David B. Gookin
                                            ---------------------------------
                                        Name Printed: DAVID B. GOOKIN
                                                      -----------------------
                                        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 (Liberty Street)

                                      S-4


<PAGE>

                                        WORTHINGTON RECEIVABLES CORPORATION,
                                        as Seller


                                        By: /s/ John T. Baldwin
                                            ------------------------------------
                                        Name Printed:  John T. Baldwin
                                                     ---------------------------
                                        Title:  Vice President & Chief
                                                Financial Officer
                                              ----------------------------------

                                        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 (Liberty Street)



                                      S-5


<PAGE>


Consented and Agreed:

FIFTH THIRD BANK,
as Purchaser Agent for the Fifth Third Purchasers


By:  /s/ Jeff Chapman
   ------------------------------
Name Printed:  Jeff Chapman
Title:  Vice President





                                           Assumption Agreement (Liberty Street)


                                      S-6


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