Commercial Metals 8K Entry into a Material Definitive Agreement | CMC 21 Apr 05

Exhibit 10.1

AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of April 20, 2005 (the “Amendment”) among CMC RECEIVABLES, INC. (the “Seller”), COMMERCIAL METALS COMPANY (the “Servicer”), THREE RIVERS FUNDING CORPORATION and LIBERTY STREET FUNDING CORP. (collectively, the “Buyers”), THE BANK OF NOVA SCOTIA and MELLON BANK, N.A. (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

The parties hereto agree that, effective as of April 20, 2005 (the “Effective Date”), the definition of “Commitment Termination Date” set forth in Section 1.01 of the RPA shall be amended by replacing the date “April 20, 2005” set forth therein with the date “April 14, 2006”.

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. 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 5. 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 6. 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).

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:	/s/ Louis Federle
		Authorized Signatory


	COMMERCIAL METALS COMPANY
	By:	/s/ Louis Federle
		Authorized Signatory


	THREE RIVERS FUNDING CORPORATION
	By:	/s/ Bernard J. Angelo
		Authorized Signatory


	MELLON BANK, N.A., as Managing Agent and Administrative Agent
	By:	/s/ Jonathan F. Widich
		Authorized Signatory


	LIBERTY STREET FUNDING CORP.
	By:	/s/ Bernard J. Angelo
		Authorized Signatory


	THE BANK OF NOVA SCOTIA
	By:	/s/ Michael Eden
		Authorized Signatory

Acknowledged and Agreed to by:


STRUCTURAL METALS, INC.
By:	/s/ Louis Federle
	Authorized Signatory


SMI STEEL, INC.
By:	/s/ Louis Federle
	Authorized Signatory


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


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


HOWELL METAL COMPANY
By:	/s/ Louis Federle
	Authorized Signatory

Commercial Metals (CMC) 8-KEntry into a Material Definitive Agreement