exv10w1






Exhibit 10.1




     AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND WAIVER dated as of
May 26, 2009 (this “Amendment and Waiver”) 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”).



WITNESSETH:




     WHEREAS, the Seller, the Servicer, the Buyers, the Managing Agents and the Administrative
Agent are parties to a 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;



     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. WAIVER OF TERMINATION EVENTS




     The Administrative Agent, the Managing Agents and the Buyers each hereby waive any Termination
Event arising under Section 10.01(r) of the RPA as a result of the average Default Ratio for the
three consecutive Accounting Periods ended April 30, 2009 exceeding 3%.



     The Administrative Agent, the Managing Agents and the Buyers each hereby waive any Termination
Event arising under Section 10.01(s) of the RPA as a result of the average Dilution Ratio for the
three consecutive Accounting Periods ended April 30, 2009 exceeding 5%.



     The limited waivers set forth in this Amendment and Waiver shall be effective only in the
specific instances and for the specific purposes for which expressly given herein and shall not be
deemed to apply to any other event or circumstance.



SECTION 3. AMENDMENT OF RPA




     The parties hereto agree that, effective as of May 26, 2009:



 









 






	 	(a)	 	The definition of “Commitment Termination Date” set forth in Section 1.01 of
the RPA shall be amended by replacing the date “May 26, 2009” set forth therein with
the date “June 12, 2009”.
	 
	 	(b)	 	The definition of “Expiration Date” set forth in Section 1.01 of the RPA shall
be amended by replacing the date “May 26, 2009” set forth therein with the date “June
12, 2009”.
	 
	 	(c)	 	The definition of “Reserve Period” set forth in Section 1.01 of the RPA shall
be amended by replacing the date “May 26, 2009” set forth therein with the date “June
12, 2009”.





SECTION 4. GOVERNING LAW




     THIS AMENDMENT AND WAIVER 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 5. EXECUTION IN COUNTERPARTS




     This Amendment and Waiver 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 and
Waiver. Delivery of an executed counterpart of a signature page to this Amendment and Waiver by
facsimile shall be effective as delivery of a manually executed counterpart of this Amendment and
Waiver.



SECTION 6. CONFIRMATION OF AGREEMENT




     Each of the parties to the RPA agree that, except as amended or waived 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 and Waiver, 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). 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]





2









 








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



	 	 	 	 	 	 	 	 	 	 	 
	CMC RECEIVABLES, INC.,

as Seller	 	 	 	COMMERCIAL METALS COMPANY,

as Servicer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Louis Federle
	 	 	 	By:
	 	/s/ Murray R. McClean	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Louis Federle
	 	 	 	 	 	Name: Murray R. McClean	 	 
	 

	 	Title:   Treasurer
	 	 	 	 	 	Title:   President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	THE BANK OF NOVA SCOTIA,

as Managing Agent and Administrative Agent	 	 	 	LIBERTY STREET FUNDING LLC,

as Buyer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael Eden
	 	 	 	By:
	 	/s/ Bernard J. Angelo	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Michael Eden
	 	 	 	 	 	Name: Bernard J. Angelo	 	 
	 

	 	Title:   Director
	 	 	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	THE BANK OF TOKYO-MITSUBISHI UFJ, 
LTD., NEW YORK BRANCH,

as Managing Agent	 	 	 	GOTHAM FUNDING CORPORATION,

as Buyer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Aditya Reddy
	 	 	 	By:
	 	/s/ Louise E. Colby	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Aditya Reddy
	 	 	 	 	 	Name: Louise E. Colby	 	 
	 

	 	Title:   VP and Manager
	 	 	 	 	 	Title:   Vice President	 	 





Signature Page to RPA Extension Amendment
May 2009















 








Acknowledged and Agreed to by:



	 	 	 	 	 	 	 	 	 	 	 
	STRUCTURAL METALS, INC., d/b/a

CMC STEEL TEXAS	 	 	 	SMI STEEL, INC., d/b/a

CMC STEEL ALABAMA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Murray R. McClean
	 	 	 	By:
	 	/s/ Murray R. McClean	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Authorized Signatory
	 	 	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OWEN ELECTRIC STEEL COMPANY OF SOUTH

CAROLINA, d/b/a CMC

STEEL SOUTH CAROLINA	 	 	 	CMC STEEL FABRICATORS, INC.,

d/b/a CMC JOIST	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Murray R. McClean
	 	 	 	By:
	 	/s/ Murray R. McClean	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Authorized Signatory
	 	 	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	HOWELL METAL COMPANY,

d/b/a CMC HOWELL METAL	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Murray R. McClean	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 	 	 






Signature Page to RPA Extension Amendment
May 2009