Worthington Industries (WOR) 10-Q 2004 Q2 Quarterly report

Exhibit 10(c)

PNC Bank, National Association
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

November 25, 2003

Worthington Receivables Corporation
1205 Dearborn Drive
Columbus, Ohio 43085
Attention: Randal I. Rombeiro

Re: Extension of Facility Termination Date

Ladies and Gentlemen:

     Reference is hereby made to that Receivables Purchase Agreement (as amended from time to time, the “Agreement”), dated as of November 30, 2000, among each of the undersigned hereto. Terms used herein and not defined herein shall have the meanings set forth in the Agreement.

     As you have requested pursuant to Section 1.10 of the Agreement, we hereby agree to extend the Facility Termination Date to November 24, 2004. Accordingly, clause (a) of the definition of “Facility Termination Date” as set forth in Exhibit I to the Agreement is hereby amended by replacing the date “November 26, 2003” with the date “November 24, 2004” therein.

     If the foregoing is acceptable to you, please execute the enclosed copies of this letter and return them to the undersigned. Your execution of this letter shall constitute your representation and warranty that all necessary corporate action has been taken to extend the Facility Termination Date contemplated hereby. This letter may be executed in counterparts and shall be effective following our receipt of the fully executed counterpart hereto and once the Fifth Amendment to the Market Street Funding Corporation Liquidity Asset Purchase Agreement and the First Amendment to the Liberty Street Funding Corp. Liquidity Asset Purchase Agreement become effective.

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     IN WITNESS WHEREOF, the parties have executed this letter as of the date first written above.

MARKET STREET FUNDING CORPORATION

as a Purchaser

By:/s/ Evelyn Echevarria

Name:Evelyn Echevarria

Title: Vice President

PNC BANK, NATIONAL ASSOCIATION
as a Administrator and a Purchase Agent

By:/s/ John T. Smathers

Name:John T. Smathers

Title:Vice President

LIBERTY STREET FUNDING CORP.,
as a Purchaser

By:/s/ Andrew L. Stidd

Name:Andrew L. Stidd

Title:President

THE BANK OF NOVA SCOTIA,
as a Purchaser Agent

By:/s/ Alan Edwards

Name:Alan Edwards

Title:Managing Director

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FIFTH THIRD BANK,
as a Purchaser Agent and as a Purchaser

By: Robert O. Finley

Name: Robert O. Finley

Title: Vice President

ACKNOWLEDGED as of the date
first written above:

WORTHINGTON RECEIVABLES CORPORATION
as Seller

By: /s/ Randal I. Rombeiro

Name: Randal I. Rombeiro

Title: Treasurer

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