Commercial Metals (CMC) 10-Q 2006 Q3 Quarterly report

Exhibit 10(i)

     AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of April 14, 2006 (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. (collectively, the “Managing Agents”) and MELLON BANK, N.A., as Administrative Agent (the “Administrative Agent”).

WITNESSETH:

     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 (as from time to time amended, 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 April 14, 2006 (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 14, 2006” set forth therein with the date “April 12, 2007”.

     (b) The parties hereto agree that, effective as of the Effective Date, each reference in the RPA or any other Purchase Document to:

(i) “Commercial Metals Company, Dallas Trading Division” shall be deemed to be replaced with a reference to “Commercial Metals Company, CMC Dallas Trading”;

(ii) “Commercial Metals Company, CMC Recycling Division” shall be deemed to be replaced with a reference to “Commercial Metals Company, CMC Recycling”;

(iii) “Commercial Metals Company, Cometals” shall be deemed to be replaced with a reference to “Commercial Metals Company, CMC Cometals”;

(iv) “Commercial Metals Company, Commonwealth Metal” shall be deemed to be replaced with a reference to “Commercial Metals Company, CMC Commonwealth Metals”;

(v) “Structural Metals, Inc.” shall be deemed to be replaced with a reference to “Structural Metals, Inc., d/b/a CMC Steel Texas”;

(vi) “SMI Steel, Inc.” shall be deemed to be replaced with a reference to “SMI Steel, Inc., d/b/a CMC Steel Alabama”;

(vii) “Owen Electric Steel Company of South Carolina, d/b/a SMI Steel South Carolina” shall be deemed to be replaced with a reference to “Owen Electric Steel Company of South Carolina, d/b/a CMC Steel South Carolina”;

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(i) “CMC Steel Fabricators, Inc., d/b/a SMI Joist Company” shall be deemed to be replaced with a reference to “CMC Steel Fabricators, Inc., d/b/a CMC Joist”; and

(j) “Howell Metal Company” shall be deemed to be replaced with a reference to “Howell Metal Company, d/b/a CMC Howell Metal”.

SECTION 3. CONDITIONS PRECEDENT

     The occurrence of the Effective Date shall be subject to the conditions precedent that (i) each of the Buyers shall have received this Amendment executed by each party hereto in form and substance satisfactory to it, (ii) TRFCO shall have received confirmation from each rating agency rating its commercial paper notes that such rating agency will not reduce, withdraw or suspend its then current rating as a result of this Amendment or the transactions contemplated hereby, and (iii) the Administrative Agent shall have received copies of proper financing statements on Form UCC-3 as the Administrative Agent deems appropriate under the Uniform Commercial Code or any comparable law of all appropriate jurisdictions to evidence or perfect each Buyer’s Participation Interest.

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:
	Authorized Signatory
COMMERCIAL METALS COMPANY
By:
	Authorized Signatory
THREE RIVERS FUNDING CORPORATION
By:

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	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

Acknowledged and Agreed to by:
STRUCTURAL METALS, INC., d/b/a
CMC STEEL TEXAS
By:
	Authorized Signatory
SMI STEEL, INC., d/b/a
CMC STEEL ALABAMA
By:
	Authorized Signatory
OWEN ELECTRIC STEEL COMPANY OF SOUTH CAROLINA,
d/b/a CMC STEEL SOUTH CAROLINA
By:
	Authorized Signatory
CMC STEEL FABRICATORS, INC.,
d/b/a CMC JOIST
By:
	Authorized Signatory

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

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