Contract
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) “Xxxx Electric Steel Company of South Carolina, d/b/a SMI Steel South
Carolina” shall be deemed to be replaced with a reference to “Xxxx 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) “Xxxxxx Metal Company” shall be deemed to be replaced with a reference to
“Xxxxxx Metal Company, d/b/a CMC Xxxxxx 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 | ||||
XXXX 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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XXXXXX METAL COMPANY, | ||||
d/b/a CMC XXXXXX METAL | ||||
By: |
||||
Authorized Signatory |
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