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EXHIBIT 10.1




     AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of December 1, 2005
(the “Amendment”) among CMC RECEIVABLES, INC. (the “Seller”), COMMERCIAL METALS COMPANY (the
“Servicer”), THREE RIVERS FUNDING CORPORATION (“TRFCO”) and LIBERTY STREET FUNDING CORP.
(collectively, the “Buyers”), THE BANK OF NOVA SCOTIA and MELLON BANK, N.A., as managing agents
(collectively, the “Managing Agents”), and MELLON BANK, N.A., as administrative agent (the
“Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, the Seller, the Servicer, the Buyers, the Managing Agents and the Administrative
Agent are parties to an Amended and Restated Receivables Purchase Agreement dated as of April 22,
2004 (the “RPA”);



     WHEREAS, the parties desire to amend the RPA;



     NOW, THEREFORE, the parties agree as follows:



SECTION 1. DEFINITIONS




     Defined terms used herein and not defined herein shall have the meanings assigned to such
terms in the RPA.



SECTION 2. AMENDMENT OF RPA




     (a) The parties hereto agree that, effective as of December 1, 2005 (the “Effective Date”),
Exhibit F to the RPA shall be amended by replacing it in its entirety with Annex A attached hereto.



     (b) The parties hereto agree that, effective as of the Effective Date, all references to
“Commercial Metals Company, Secondary Metals Processing Division” in the RPA or any other Purchase
Document shall be deemed to be replaced with a reference to “Commercial Metals Company, CMC
Recycling Division”.



SECTION 3. CONDITIONS PRECEDENT




     The occurrence of the Effective Date shall be subject to the conditions precedent that the
each of the Buyers shall have received this Amendment executed by each party hereto in form and
substance satisfactory to it.



SECTION 4. WAIVER





 









 








     The parties hereto hereby consent to the amendments set forth herein and to the addition of
Lockbox Servicing Agreements executed by the Seller, the Servicer, TRFCO and Mellon Bank, N.A., as
a Permitted Lockbox Bank, and each of the Administrative Agent and the Managing Agents hereby
waives the requirement set forth in Section 9.02(f) of the RPA that it must receive ten (10)
Business Days’ prior notice of such additions and changes.



SECTION 5. GOVERNING LAW




     THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES (OTHER THAN SECTION 5-1401 OF NEW YORK’S
GENERAL OBLIGATIONS LAW).



SECTION 6. EXECUTION IN COUNTERPARTS




     This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which, when so executed, shall be deemed to be an original and
all of which, when taken together, shall constitute one and the same Amendment. Delivery of an
executed counterpart of a signature page to this Amendment by facsimile shall be effective as
delivery of a manually executed counterpart of this Amendment.



SECTION 7. CONFIRMATION OF AGREEMENT




     Each of the parties to the RPA agree that, except as amended hereby, the RPA continues in full
force and effect. The Seller and the Servicer hereby represent and warrant that, after giving
effect to the effectiveness of this Amendment, their respective representations and warranties
contained in the RPA are true and correct in all material respects upon and as of such
effectiveness with the same force and effect as though made on and as of such date (except to the
extent that such representations and warranties relate solely to an earlier date).



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	CMC RECEIVABLES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	COMMERCIAL METALS COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	THREE RIVERS FUNDING CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	MELLON BANK, N.A.,
	 	 	as Managing Agent and Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	LIBERTY STREET FUNDING CORP.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






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	Acknowledged and Agreed to by:	 	 
	 
	 	 	 	 
	STRUCTURAL METALS, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	SMI STEEL, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	OWEN ELECTRIC STEEL COMPANY OF SOUTH CAROLINA
	d/b/a SMI STEEL SOUTH CAROLINA	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	CMC STEEL FABRICATORS, INC.
	 	 
	d/b/a SMI JOIST COMPANY	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	HOWELL METAL COMPANY	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






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