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Exhibit 4(i)(e)




[FORM OF FACE OF NOTE]




[Global Securities Legend]




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE “DEPOSITORY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR
BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.



 









 





COMMERCIAL METALS COMPANY




6.50% NOTE DUE 2017




	 	 	 
	No.                     

CUSIP No.: 201723 AH6

	 	$                                        






     Commercial Metals Company, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of                                         DOLLARS ($                                        ) on July 15, 2017,
and to pay interest thereon from July 17, 2007 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on January 15 and July 15 in each
year, commencing on January 15, 2008, at the rate of 6.50% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the January 1 or July 1
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as
described in the Indenture, notice whereof shall be given to Holders of Notes not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed and
upon such notice as may be required by such exchange, if such manner of payment shall be deemed
practical by the Trustee, all as more fully provided in the Indenture.



     Payment of the principal of (and premium if any) and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in New York, New York,
in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authenticity hereon has been executed by the Trustee referred to on
the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be executed under its corporate
seal.



	 	 	 	 	 	 	 
	Dated:                                        	 	COMMERCIAL METALS COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Attest




	 
	                                                                                

Name:

Title:







Trustee’s Certificate of Authentication




This is one of the Securities of the series

designated therein referred to in the

within-mentioned Indenture.




THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee




By:                                                             




     Authorized Officer



 









 





Exhibit 4(i)(e)




[Reverse Side of Note]




1. General.




     This Security is one of the duly authorized issue of debt securities of the Company
(hereinafter called the “Securities”), issued or to be issued in one or more series under and
pursuant to an Indenture dated as of July 31, 1995, as supplemented by the Supplemental Indenture
dated as of July 17, 2007 (collectively, together with any applicable subsequent amendments or
supplements, herein called the “Indenture”; capitalized terms used and not defined herein shall
have the meaning ascribed to such terms in the Indenture), between the Company and The Bank of New
York Trust Company, N.A. (successor to JPMorgan Chase Bank) as trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof, which series is
unlimited in amount. After giving effect to the issuance of Securities of such series on the date
of the Supplemental Indenture, $400,000,000 aggregate principal amount of Securities of such series
were issued and outstanding.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of, and any premium and any interest on, this Security at the place, rate and
respective times and in the coin or currency herein prescribed.



2. Redemption.




     The Securities are subject to redemption, as a whole or in part, at any time and from time to
time, at the election of the Company, at a Redemption Price equal to the greater of (1) 100% of the
principal amount of the Securities being redeemed and (2) the sum of the present values, calculated
as of the Redemption Date, of the remaining scheduled payments of principal and interest on the
Securities to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the then current Treasury Rate (as defined in the Indenture) plus 20 basis points, plus, in each
case, accrued and unpaid interest on the principal amount being redeemed to the Redemption Date.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of the Securities to be redeemed. In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon cancellation hereof.



 









 





3. Change of Control Offer.




     If a Change of Control Triggering Event occurs, unless the Company has exercised its option to
redeem the Securities as described above, the Company will be required to make a Change of Control
Offer to each Holder of the Securities to repurchase all or any part (equal to $1,000 or an
integral multiple of $1,000 in excess thereof) of that Holder’s Securities. In the Change of
Control Offer, the Company will be required to offer a Change of Control Payment in cash equal to
101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest,
if any, on the Securities repurchased to the date of repurchase. Within 30 days following any
Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but
after public announcement of the transaction that constitutes or may constitute the Change of
Control, a notice will be mailed to the Holders of the Securities describing the transaction that
constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the
Securities on the Change of Control Payment Date specified in the notice, which date will be no
earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice
will, if mailed prior to the date of consummation of the Change of Control, state that the offer to
purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the
Change of Control Payment Date.



4. Indenture.




     The terms of the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. §§
77aaa-77bbbb), as in effect on the date of the Indenture (the “TIA”). The Securities are subject
to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those
terms. The Securities issued under the Indenture are senior unsecured obligations of the Company
and rank equally in right of payment with all of the Company’s existing and future senior unsecured
indebtedness.



5. Paying Agent and Security Registrar.




     The Company shall maintain in the Borough of Manhattan, The City of New York, an office or
agency where the Securities may be surrendered for registration of transfer or exchange and an
office or agency where the Securities may be presented for payment or for exchange. The Company
has initially appointed the Trustee, The Bank of New York Trust Company, N.A., as its Paying Agent
and Security Registrar. The Company reserves the right at any time to vary or terminate the
appointment of any Paying Agent or Security Registrar, to appoint additional or other Paying Agents
or other Security Registrars and to approve any change in the office through which any Paying Agent
or Security Registrar acts.



6. Default.




     If an Event of Default with respect to the Securities shall occur and be continuing, the
principal of the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.



 









 





7. Sinking Fund.




    The Securities will not be subject to any sinking fund.



8. Denominations; Transfer; Exchange




     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities are issuable only in registered form without coupons in denominations of $1,000
and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



9.  Persons Deemed Owners.




     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the
contrary.



10. Amendment; Supplement; Waiver.




     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange



 









 




hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Security.




11. Proceedings.




     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
interest hereof on or after the respective due dates expressed herein.



12. Governing Law.




      The Securities shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to any conflict of law principles of such state that would require
the application of the laws of another jurisdiction.




 









 






Exhibit 4(i)(e)




 





ASSIGNMENT FORM





To assign this Security, fill in the form below:




I or we assign and transfer this Security to



 




(Print or type assignee’s name, address and zip code)




 




(Insert assignee’s soc. sec. or tax I.D. No.)





and irrevocably appoint                                                              agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.




                                                                                                                                                                                                                                                




Date:                                                            Your Signature:                                                            




                                                                                                                                                                                                                                                




Sign exactly as your name appears on the other side of this Security.




Signature Guarantee:                                                                                                                                                                                    


 (Signature must be guaranteed)





     Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



 









 





Exhibit 4(i)(e)




[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




The following increases or decreases in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 		 	 	Principal	 	 	Signature of	 
	 	 	decrease in	 	 	Amount of	 	 	amount of this	 	 	authorized 	 
	 	 	Principal	 	 	increase in	 	 	Global Security	 	 	officer of	 
	 	 	amount of this	 	 	Principal	 	 	following such	 	 	Trustee or	 
	Date of	 	Global	 	 	amount of this	 	 	decrease or	 	 	Security	 
	Exchange	 	Security	 	 	Global Security	 	 	increase	 	 	custodian