exv10w1









Exhibit 10.1




     AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of
November 24, 2010 (this “Amendment”) among CMC RECEIVABLES, INC. (the “Seller”), COMMERCIAL METALS
COMPANY (the “Servicer”), LIBERTY STREET FUNDING LLC (“Liberty”), GOTHAM FUNDING CORPORATION
(“Gotham”, and together with Liberty, the “Buyers”), THE BANK OF NOVA SCOTIA (“Scotia”), THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMU”, and together with Scotia, the “Managing
Agents”) and THE BANK OF NOVA SCOTIA, 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 the Second Amended and Restated Receivables Purchase Agreement dated as of
April 30, 2008 (as from time to time amended prior to the date hereof, the “RPA”);



     WHEREAS, the parties desire to amend the RPA to, among other things, terminate the
participation of Gotham and BTMU in the facility provided pursuant to the RPA;



     WHEREAS, the Seller, the Servicer, Liberty, Scotia and the Administrative Agent wish to
temporarily extend the Commitment Termination Date and the Expiration Date of the RPA, and to
increase the Liberty Maximum Net Investment to $100,000,000;



     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




     The parties hereto agree that, effective as of the Amendment Effective Date:




	 	(a)	 	The definition of “Commitment Termination Date” set forth in Section 1.01 of
the RPA shall be amended by replacing the date “November 24, 2010” set forth therein
with the date “January 31, 2011”.
	 
	 	(b)	 	The definition of “Expiration Date” set forth in Section 1.01 of the RPA shall
be amended by replacing the date “ November 24, 2010” set forth therein with the date
“January 31, 2011”.
	 
	 	(c)	 	The definition of “Liberty Maximum Net Investment” set forth in Section 1.01 of
the RPA shall be amended by replacing the amount “$50,000,000” set forth therein with
the amount “$100,000,000”.





 









 








SECTION 3. REMOVAL OF GOTHAM AND BTMU




     The parties hereto agree that, effective as of the Amendment Effective Date:




	 	(a)	 	(i) Each of BTMU and Gotham shall be released from all of its obligations
under, and all of its rights in respect of, the RPA and the other Purchase Documents,
and shall relinquish its rights and interest (other than the right to receive payments
which accrued prior to but not including the Amendment Effective Date) under the RPA
and the other Purchase Documents, and (ii) the Gotham Maximum Net Investment shall be
reduced to zero; provided, that any obligations of the Seller or the Servicer which are
specifically designated to survive the termination of the RPA shall remain the ongoing
obligations of the Seller and the Servicer for the benefit of Gotham and BTMU in
accordance with the terms thereof with respect to matters arising prior to the
Amendment Effective Date.
	 
	 	(b)	 	The “Commitment Termination Date” with respect to Gotham shall be deemed to
have occurred.
	 
	 	(c)	 	Each of Gotham and BTMU shall be deemed to no longer be a party to the RPA and
each of the other Purchase Documents, and the RPA and each of the other Purchase
Documents shall be deemed to be amended to remove all references to each of Gotham and
BTMU set forth therein, with such changes as the context may require to reflect that,
from and after the Amendment Effective Date, Liberty shall be the sole Buyer thereunder
and Scotia shall be the sole Managing Agent thereunder.
	 
	 	(d)	 	The Fee Letter dated as of April 30, 2008 between BTMU and the Seller is hereby
terminated.





SECTION 4. CONDITIONS PRECEDENT




     As used herein, the term “Amendment Effective Date” shall mean November 24, 2010, provided,
that each of the following conditions shall have been satisfied on or prior to such date: (i) the
Administrative Agent, the Managing Agents and the Buyers shall have executed and delivered one or
more counterparts of this Amendment and shall have received one or more counterparts of this
Amendment executed by each of the other parties hereto, (ii) Scotia shall have received the fees
set forth in that certain letter agreement of even date herewith between the Seller and Scotia, and
(iii) each of Gotham and BTMU shall have received all amounts payable to it under the RPA and the
other Purchase Documents as of November 24, 2010.



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SECTION 5. GOVERNING LAW




     THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK INCLUDING ITS CONFLICTS OF LAWS RULES.



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 hereto agrees that, the RPA, as amended hereby, shall continue 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 the date hereof
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). All references in any
Purchase Document to the RPA on and after the date hereof shall be deemed to refer to the RPA as
amended hereby.



[Signature Page Follows]




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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 date first above written.



	 	 	 	 	 	 	 	 	 

	CMC RECEIVABLES, INC.,	 	 	 	COMMERCIAL METALS COMPANY,
	as Seller	 	 	 	as Servicer
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Louis A. Federle
	 	 	 	By:
	 	/s/ Louis A. Federle
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Louis A. Federle
	 	 	 	 	 	Name: Louis A. Federle
	 

	 	Title: Treasurer
	 	 	 	 	 	Title: Treasurer
	 
	 	 	 	 	 	 	 	 
	THE BANK OF NOVA SCOTIA,	 	 	 	LIBERTY STREET FUNDING LLC,
	as Managing Agent and Administrative Agent	 	 	 	as Buyer
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Darren Ward
	 	 	 	By:
	 	/s/ Jill A. Russo
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Darren Ward
	 	 	 	 	 	Name: Jill A. Russo
	 

	 	Title: Director
	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 	 	 
	THE BANK OF TOKYO-MITSUBISHI UFJ,	 	 	 	GOTHAM FUNDING CORPORATION,
	LTD., NEW YORK BRANCH,	 	 	 	as Buyer
	as Managing Agent	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Aditya Reddy
	 	 	 	By:
	 	/s/ Frank B. Bilotta
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Aditya Reddy
	 	 	 	 	 	Name: Frank B. Bilotta
	 

	 	Title: Senior Vice President
	 	 	 	 	 	Title: President






Signature Page to RPA Amendment

February 2010




 









 







Acknowledged and Agreed to by:



	 	 	 	 	 	 	 	 	 

	STRUCTURAL METALS, INC., d/b/a	 	 	 	SMI STEEL, INC., d/b/a
	CMC STEEL TEXAS	 	 	 	CMC STEEL ALABAMA
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Louis A. Federle
	 	 	 	By:
	 	/s/ Louis A. Federle
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Signatory
	 	 	 	 	 	Authorized Signatory
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OWEN ELECTRIC STEEL COMPANY OF	 	 	 	CMC STEEL FABRICATORS, INC.,
	SOUTH CAROLINA, d/b/a CMC	 	 	 	d/b/a CMC STEEL ARIZONA
	STEEL SOUTH CAROLINA	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Louis A. Federle
	 	 	 	By:
	 	/s/ Louis A. Federle
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Signatory
	 	 	 	 	 	Authorized Signatory
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	HOWELL METAL COMPANY,	 	 	 	 	 	 
	d/b/a CMC HOWELL METAL	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Louis A. Federle	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 






Signature Page to RPA Amendment

February 2010