WITNESSETH:
EX-10.1 2 d46069exv10w1.htm AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT exv10w1
Exhibit 10.1
AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of April 23, 2007 (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 the Effective Date, the definition of Facility Fee set forth in Section 1.01 of the RPA shall be amended by replacing the language each dated as of the Closing Date set forth therein with the language each dated as of April 23, 2007.
(b) The parties hereto agree that, effective as of the Effective Date, the definition of Liberty Maximum Net Investment set forth in Section 1.01 of the RPA is amended by replacing the dollar amount $65,000,000 set forth therein with the dollar amount $100,000,000.
(c) The parties hereto agree that, effective as of the Effective Date, the definition of Program Fee set forth in Section 1.01 of the RPA shall be amended by replacing the language dated as of the Closing Date set forth therein with the language dated as of April 23, 2007.
(d) The parties hereto agree that, effective as of the Effective Date, the definition of TRFCO Maximum Net Investment set forth in Section 1.01 of the RPA is amended by replacing the dollar amount $65,000,000 set forth therein with the dollar amount $100,000,000.
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, and (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.
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 YORKS 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).
2
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 A. Federle | |||
Authorized Signatory | ||||
COMMERCIAL METALS COMPANY | ||||
By: | /s/ Louis A. 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/ Jonathon 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 |
3
Acknowledged and Agreed to by: | ||
STRUCTURAL METALS, INC., d/b/a CMC STEEL TEXAS | ||
By: | /s/ Louis A. Federle | |
Authorized Signatory | ||
SMI STEEL, INC., d/b/a CMC STEEL ALABAMA | ||
By: | /s/ Louis A. Federle | |
Authorized Signatory | ||
OWEN ELECTRIC STEEL COMPANY OF SOUTH CAROLINA, d/b/a CMC STEEL SOUTH CAROLINA | ||
By: | /s/ Louis A. Federle | |
Authorized Signatory | ||
CMC STEEL FABRICATORS, INC., d/b/a CMC JOIST | ||
By: | /s/ Louis A. Federle | |
Authorized Signatory | ||
HOWELL METAL COMPANY, d/b/a CMC HOWELL METAL | ||
By: | /s/ Louis A. Federle | |
Authorized Signatory | ||
4