8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 26, 2010

Commercial Metals Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-4304	75-0725338
(Commission File Number)	(IRS Employer Identification No.)

6565 N. MacArthur Blvd.
Irving, Texas	75039
(Address of Principal Executive Offices)	(Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     First Amendment to Second Amended and Restated Credit Agreement

     On February 26, 2010, Commercial Metals Company (the “Company”) entered into the First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the lenders from time to time party thereto, BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Wells Fargo HSBC Trade Bank, as Co-Syndication Agents, and Banc of America Securities LLC, BNP Paribas Securities Corp., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers.

     The Amendment amends and restates in its entirety Section 7.08 of that certain Second Amended and Restated Credit Agreement, dated as of November 24, 2009, providing for a credit facility to the Company in the maximum principal amount of $400,000,000.00 (the “Credit Agreement”), to provide that the Company must maintain an Interest Coverage Ratio of 2.5 to 1 for its third quarter, a six month cumulative Interest Coverage Ratio of 2.5 to 1 as of August 31, 2010, a nine month cumulative Interest Coverage Ratio of 2.5 to 1 as of November 30, 2010, and a twelve month cumulative Interest Coverage Ratio of 2.5 to 1 as of February 28, 2011 and for the end of each fiscal quarter thereafter, and such Interest Coverage Ratio shall be calculated at given times using Consolidated EBITDA and Consolidated Interest Expense.

     Defined terms used herein and not defined herein have the meanings assigned to such terms in the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Form 8-K on December 1, 2009.

     The Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The description of the material terms of the Amendment is qualified in its entirety by reference to such exhibit.

     Amendment to Second Amended and Restated Receivables Purchase Agreement

     On February 26, 2010, the Company entered into an Amendment (the “RPA Amendment”) to the Second Amended and Restated Receivables Purchase Agreement, dated April 30, 2008 (the “RPA”), among CMC Receivables, Inc., the Company, Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch providing for a facility to the Company in the maximum principal amount of $100,000,000.00.

     The RPA Amendment amends and restates in its entirety Section 9.04(d) of the RPA to state that the Company must maintain an Interest Coverage Ratio (as defined in the RPA) of 2.5 to 1 for its third quarter, a six month cumulative Interest Coverage Ratio of 2.5 to 1 as of August 31, 2010, a nine month cumulative Interest Coverage Ratio of 2.5 to 1 as of November 30, 2010, and a twelve month cumulative Interest Coverage Ratio of 2.5 to 1 as of February 28, 2011 and for the end of each fiscal quarter thereafter, and such Interest Coverage Ratio shall be calculated at given times using Consolidated EBITDA and Consolidated Interest Expense.

     Defined terms used herein and not defined herein have the meanings assigned to such terms in the RPA, a copy of which was filed as Exhibit 10.1 to the Company’s Form 8-K, filed May 2, 2008.

     The RPA Amendment is filed as Exhibit 10.2 to this Form 8-K and is incorporated by reference. The description of the material terms of the RPA Amendment is qualified in its entirety by reference to such exhibit.

Item 2.05 Costs Associated with Exit or Disposal Activities.

Item 2.06 Material Impairments.

     On February 26, 2010, the Board of Directors of the Company decided to exit the joist and deck business by way of sale and/or closure of those facilities. The decision to exit the joist and deck business is a result of the weak outlook for joist consumption in the United States and the low demand, depressed prices, and shrinking margins, which have led to unacceptable losses for the joist and deck business. The Company is unable at this time to provide a good faith estimate of the amount or range of amounts of the costs and losses on a specific categorical basis associated with the action described above. However, the Company currently estimates that the aggregate costs and after-tax losses to be recorded in the second fiscal quarter may range from $35 to 50 million. The Company will file an amended report on Form 8-K under Items 2.05 and 2.06 after making a final determination of the estimate of the amount or ranges of amounts of the costs and losses on a specific categorical basis associated with the action described above.

Forward-Looking Statements

     Items 2.05 and 2.06 of this Current Report on Form 8-K contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, with respect costs and losses associated with exiting the joist and deck business. These forward-looking statements can generally be identified by phrases such as we or our management “expects,” “anticipates,” “believes,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. Variances will occur and some could be materially different from our current opinion. Developments that could impact our expectations include the factors described or referenced in the Company’s Form 10-K for the year ended August 31, 2009 or subsequent SEC filings. You should not place undue reliance on these forward-looking statements, which reflect our opinions as of the date of this Current Report. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document.

Item 7.01 Regulation FD Disclosure.

     On February 26, 2010, the Company issued a press release (the “Press Release”) announcing the Amendment, the RPA Amendment, and the decision to exit the joist and decking business by way of sale or closure of those facilities. A copy of the Press Release is attached hereto as Exhibit 99.1. The Press Release is incorporated by reference into this Item 7.01, and the foregoing description of the Press Release is qualified in its entirety by reference to such exhibit.

     The information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	First Amendment to Second Amended and Restated Credit Agreement, dated February 26, 2010
10.2	Amendment to Second Amended and Restated Receivables Purchase Agreement, dated February 26, 2010

     The following exhibit is furnished with this Form 8-K.

99.1 Press Release, dated February 26, 2010

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMMERCIAL METALS COMPANY
Date: February 26, 2010
	By:	/s/ William B. Larson
		Name:	William B. Larson
		Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	First Amendment to Second Amended and Restated Credit Agreement, dated February 26, 2010
10.2	Amendment to Second Amended and Restated Receivables Purchase Agreement, dated February 26, 2010

The following exhibit is furnished with this Form 8-K.

99.1 Press Release, dated February 26, 2010

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of February 26, 2010, among COMMERCIAL METALS COMPANY, a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement defined below (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent.

BACKGROUND

     A. The Borrower, the Lenders and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement, dated as of November 24, 2009 (the “Credit Agreement”; the terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement).

     B. The Borrower, the Lenders and the Administrative Agent desire to make certain amendments to the Credit Agreement, subject to the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the parties hereto covenant and agree as follows:

     1. AMENDMENTS.

     (a) Section 7.08 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     7.08 Interest Coverage Ratio. The Borrower shall not permit the Interest Coverage Ratio to be less than 2.50 to 1 on May 31, 2010 or at the end of any fiscal quarter thereafter; provided, however, notwithstanding anything in the definition of Interest Coverage Ratio to the contrary, and for purposes of this Section 7.08 only (thereby expressly excluding Section 7.10, in addition to any other Sections of this Agreement), the Interest Coverage Ratio for (a) the fiscal quarter ending May 31, 2010, shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the fiscal quarter ending May 31, 2010, (b) the fiscal quarter ending August 31, 2010, shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the two consecutive fiscal quarters ending August 31, 2010, and (c) the fiscal quarter ending November 30, 2010, shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the three consecutive fiscal quarters ending November 30, 2010.

     (b) Exhibit E to the Credit Agreement, the Compliance Certificate, is hereby amended and restated in its entirety to be in the form of Exhibit E attached to this First Amendment.

     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments set forth in the foregoing Section 1:

     (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date;

     (b) no event has occurred and is continuing which constitutes a Default;

     (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws;

     (d) neither the execution, delivery and performance of this First Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transaction contemplated herein or therein, will conflict with any Law or Organization Document of the Borrower, or any indenture, agreement or other instrument to which the Borrower or any of its properties are subject; and

     (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person (not already obtained), is required for the execution, delivery or performance by the Borrower of this First Amendment.

     3. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective as of February 26, 2010 subject to the following:

     (a) the representations and warranties set forth in Section 2 of this First Amendment shall be true and correct;

     (b) the Administrative Agent shall have received counterparts of this First Amendment executed by the Required Lenders;

     (c) the Administrative Agent shall have received counterparts of this First Amendment executed by the Borrower; and

     (d) the Administrative Agent shall have received all fees, in immediately available funds, agreed to be paid by the Borrower in connection with this First Amendment.

     4. REFERENCE TO THE CREDIT AGREEMENT.

     (a) Upon and during the effectiveness of this First Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as affected by this First Amendment.

     (b) Except as expressly set forth herein, this First Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of the Borrower or the Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement or the other Loan Documents, including, without limitation, compliance with Section 7.10 of the Credit Agreement for the fiscal quarter ending February 28, 2010, all of which are hereby ratified and affirmed in all respects and shall continue in full force and effect.

     5. COSTS AND EXPENSES. The Borrower shall be obligated to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this First Amendment and the other instruments and documents to be delivered hereunder.

     6. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this First Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

     7. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such state (provided that the Administrative Agent and each Lender shall retain all rights arising under federal law), and shall be binding upon the parties hereto and their respective successors and assigns.

     8. HEADINGS. Section headings in this First Amendment are included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose.

     9. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first above written.

COMMERCIAL METALS COMPANY
By:	/s/ Murray R. McClean
	Name:	Murray R. McClean
	Title:	Chairman of the Board, President and CEO
BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Alan Tapley
	Name:	Alan Tapley
	Title:	Assistant Vice President
BANK OF AMERICA, N.A., as a Lender, Swing Line Lender and an L/C Issuer
By:	/s/ David McCauley
	Name:	David McCauley
	Title:	Senior Vice President
BNP PARIBAS
By:	/s/ Michael Kowalczuk
	Name:	Michael Kowalczuk
	Title:	Vice President
By:	/s/ Berangere Allen
	Name:	Berangere Allen
	Title:	Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/ D. Barnell
	Name:	D. Barnell
	Title:	Authorized Signatory
WELLS FARGO HSBC TRADE BANK
By:	/s/ John Peloubet
	Name:	John Peloubet
	Title:	Vice President/Relationship Manager
JPMORGAN CHASE BANK, N.A.
By:	/s/ David L. Howard
	Name:	David L. Howard
	Title:	Managing Director
COMPASS BANK
By:	/s/ Thomas Blake
	Name:	Thomas Blake
	Title:	Senior Vice President
SCOTIABANC INC.
By:	/s/ J. F. Todd
	Name:	J. F. Todd
	Title:	Managing Director

THE ROYAL BANK OF SCOTLAND plc
By:	/s/ Brian Williams
	Name:	Brian Williams
	Title:	Vice President
THE BANK OF NEW YORK MELLON
By:	/s/ Timothy J. Glass
	Name:	Timothy J. Glass
	Title:	Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Steven F. Larsen
	Name:	Steven F. Larsen
	Title:	First Vice President
NATIONAL AUSTRALIA BANK LIMITED
By:	/s/ Courtney A. Cloe
	Name:	Courtney A. Cloe
	Title:	Director
COMERICA BANK
By:	/s/ Catherine Young
	Name:	Catherine Young
	Title:	Vice President

CITIBANK, N.A.
By:	/s/ David C. Hauglid
	Name:	David C. Hauglid
	Title:	Senior Relationship Manager
STANDARD CHARTERED BANK
By:	/s/ Robert K. Reddington
	Name:	Robert K. Reddington
	Title:	AVP/Credit Documentation Credit Risk Control
GOLDMAN SACHS BANK USA
By:	/s/ Andrew Caditz
	Name:	Andrew Caditz
	Title:	Authorized Signatory

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: _____________

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of November 24, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Commercial Metals Company, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

     The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                           of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

     3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

     [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it.]

—or—

     [the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

     4. The representations and warranties of the Borrower contained in Article V of the Agreement and each other Loan Document or in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof, except (a) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, (b) that for purposes of this Compliance Certificate, the representations and warranties contained in subsection (a) of Section 5.06 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, except that to the extent such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.06 of the Agreement, shall be qualified by reference to the absence of footnotes and shall be subject to year-end adjustments, and (c) the representations and warranties set forth in Section 5.06(c) of the Agreement shall not be deemed to be made for purposes of this Compliance Certificate during any time that the Borrower’s Debt Rating is an Investment Grade Rating.

     5. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ___, ___.

COMMERCIAL METALS COMPANY
By:
	Name:
	Title:

For the Quarter/Year ended __________________(“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

I.	Section 7.03(g) — Dispositions
	A.	30% of Consolidated Tangible Assets as of last day of immediately preceding fiscal year	$
	B.	Aggregate book value of assets Disposed (excluding Dispositions pursuant to clause (a) through (f) of Section 7.03) during existing fiscal year through Statement Date	$
	C.	Difference (A — B)	$
II.	Section 7.08 — Interest Coverage Ratio*
	A.	Consolidated EBITDA for four consecutive fiscal quarters ending on Statement Date:
		(1) Consolidated Net Income	$
		(2) Interest expense	$
		(3) Income taxes	$
		(4) Depreciation and Amortization	$
		(5) Consolidated EBITDA (Lines II.A.(1) + (2) + (3) + (4))	$
	B.	Consolidated Interest Expense for four consecutive fiscal quarters ending on Statement Date	$
	C.	Interest Coverage Ratio (Line II.A.(5) ¸ Line II.B.)	____ to ____
	D.	Minimum Required — 2.50 to 1.00 on May 31, 2010 and at the end of each fiscal quarter thereafter

*  Note — For the fiscal quarter ending (a) May 31, 2010, Interest Coverage Ratio shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the fiscal quarter ending May 31, 2010, (b) August 31, 2010, Interest Coverage Ratio shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the two consecutive fiscal quarters ending August 31, 2010, and (c) November 30, 2010, shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the three consecutive fiscal quarters ending November 30, 2010.

III.	Section 7.09 — Debt to Capitalization Ratio
	A.	Consolidated Funded Debt at Statement Date:
		(1) All indebtedness for borrowed money or which has been incurred in connection with acquisition of plant, property and equipment	$
		(2) All Capitalized Rentals	$
		(3) All Guaranties of Funded Debt	$
		(4) Total (Lines III.A.(1) + (2) + (3))	$

	B.	Total Capitalization at Statement Date
		(1) Line III.A.(4)	$
		(2) Consolidated Tangible Net Worth
		(a) Shareholders’ equity	$
		(b) Intangible Assets	$
		(c) Total (a) — (b)	$
		(3) Total Capitalization (Line III.B.(1) + Line III.B.(2)(c))	$
	C.	Debt to Capitalization Ratio (Line III.A.(4) / (Line III.B.(3))	_____ to 1
		Maximum Allowed		0.60 to 1
IV.	Section 7.10 — Liquidity (To be completed only if Interest Coverage Ratio on Line C of Section II above* is less than 2.50 to 1.00)
	A.	Cash and Cash Equivalents at Statement Date	$
	B.	Availability at Statement Date under securitization facilities of the Borrower and the Securitizing Subsidiaries	$
	C.	Outstanding Amount of Loans at Statement Date	$
	D.	Liquidity ((Line IV.A. + Line IV.B.) — Line IV.C.)	$
	E.	Minimum Required	$	300,000,000

*  Note — For purposes of Section 7.10 of the Credit Agreement, Interest Coverage Ratio shall be calculated at all times using Consolidated EBITDA and Consolidated Interest Expense for four consecutive fiscal quarters ending on Statement Date; therefore, for the fiscal quarters ending May 31, 2010, August 31, 2010 and November 30, 2010, the calculation of Interest Coverage Ratio in this Section IV, with respect to Section 7.10 of the Credit Agreement, will be different than the calculation of Interest Coverage Ratio in Section II above.

EX-10.2

EXHIBIT 10.2

     AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of February 26, 2010 (this “Amendment”) 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”).

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 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. AMENDMENT OF RPA

The parties hereto agree that, effective as of the Amendment Effective Date (as defined below):

(a)

Section 9.04(d) of the RPA shall be amended and restated in its entirety to read as follows:

“(d) Interest Coverage Ratio. Permit the Interest Coverage Ratio to be less than 2.50 to 1.00 on May 31, 2010 or at the end of any fiscal quarter thereafter; provided, however, notwithstanding anything in the definition of Interest Coverage Ratio to the contrary, and for purposes of this Section 9.04(d) only (thereby expressly excluding Section 9.03(r), in addition to any other Sections of this Agreement), the Interest Coverage Ratio for (a) the fiscal quarter ending May 31, 2010, shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the fiscal quarter ending May 31, 2010, (b) the fiscal quarter ending August 31, 2010, shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the two consecutive fiscal quarters ending August 31, 2010, and (c) the fiscal quarter ending November 30, 2010, shall be calculated using Consolidated EBITDA and Consolidated Interest Expense for the three consecutive fiscal quarters ending November 30, 2010.”

SECTION 3. CONDITIONS PRECEDENT

     As used herein, the term “Amendment Effective Date” shall mean the first date upon which each of the following conditions shall have been satisfied: (i) the Administrative Agent, the Managing Agents and the Buyers shall have executed and delivered one or more counterparts of this Amendment and shall have received one or more counterparts of this Amendment executed by each of the other parties hereto; and (ii) each of Scotia and BTMU shall have received the fees set forth in that certain letter agreement of even date herewith among the Seller, Scotia and BTMU.

SECTION 4. GOVERNING LAW

     THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ITS CONFLICTS OF LAWS RULES.

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 hereto agree that, 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 the date hereof 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]

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

CMC RECEIVABLES, INC., as Seller
By:	/s/ Louis A. Federle Name: Louis A. Federle
	Title:   Treasurer
THE BANK OF NOVA SCOTIA, as Managing Agent and Administrative Agent
By:	/s/ Michael Eden Name: Michael Eden
	Title: Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Managing Agent
By:	/s/ Ichinari Matsui Name: Ichinari Matsui
	Title: SVP & Group Head

COMMERCIAL METALS COMPANY, as Servicer
By:	/s/ Murray R. McClean Name: Murray R. McClean
	Title:   Chairman of the Board, President, and Chief Executive Officer
LIBERTY STREET FUNDING LLC, as Buyer
By:	/s/ Jill A. Russo Name: Jill A. Russo
	Title: Vice President
GOTHAM FUNDING CORPORATION, as Buyer
By:	/s/ John L. Fridlington Name: John L. Fridlington
	Title: Vice President

Acknowledged and Agreed to by:

STRUCTURAL METALS, INC., d/b/a CMC STEEL TEXAS
By:	/s/ Murray R. McClean Authorized Signatory
OWEN ELECTRIC STEEL COMPANY OF SOUTH CAROLINA, d/b/a CMC STEEL SOUTH CAROLINA
By:	/s/ Murray R. McClean Authorized Signatory
HOWELL METAL COMPANY, d/b/a CMC HOWELL METAL
By:	/s/ Murray R. McClean Authorized Signatory

SMI STEEL, INC., d/b/a CMC STEEL ALABAMA
By:	/s/ Murray R. McClean Authorized Signatory
CMC STEEL FABRICATORS, INC., d/b/a CMC JOIST
By:	/s/ Murray R. McClean Authorized Signatory

EX-99.1

Exhibit 99.1

Commercial Metals Company Exiting Joist & Deck Business
and Amends Its Revolver and A/R Securitization Agreements

     Irving, TX — February 26, 2010 — Commercial Metals Company (NYSE: CMC) announced today its decision to exit the joist and deck business by way of sale and/or closure of those facilities.

     Murray R. McClean, Chairman, President, and Chief Executive Officer, said, “We continue to review our product lines, geographic dispersion, and vertical integration consistent with our strategic plan to determine the best allocation of resources for the Company. The outlook for joist consumption in the North American markets is weak. This product line has suffered low demand, depressed prices, and shrinking margins — all leading to unacceptable losses. By exiting this business, we believe the capital invested in these operations will be better deployed in our other downstream fabricating operations.”

     Estimates of costs and losses, the majority of which will be impairments on fixed assets and intangibles, are being developed and depend on a range of factors including, but not limited to, valuations upon sale of the business as a going concern or by individual property, plant, and equipment. The Company’s management expects to complete its evaluation within the next two weeks. Management currently estimates that the costs and the after-tax losses to be recorded in the second fiscal quarter may range from $35 to $50 million.

     Commercial Metals Company will release its second quarter earnings and hold its quarterly investor conference call on Wednesday, March 24, 2010. Due to the significant events discussed in this press release, the Company will issue a pre-release earnings estimate range for its second quarter on Friday, March 12, 2010, but will withhold further details and comment until the March 24 earnings call.

     Further, on February 26, 2010, the Company amended its agreement regarding its $400 million revolver and its $100 million accounts receivable securitization agreement. The amendments eliminate the EBITDA to interest coverage covenant test for the second fiscal quarter and set the coverage at 2.5 times for future periods.

     William B. Larson, Senior Vice President and Chief Financial Officer, said, “We value the strong relationships with our banking group and appreciate their timely response to our need for an amendment to these agreements for the second fiscal quarter and future periods.”

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     Commercial Metals Company and its subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network including steel minimills, steel fabrication and processing plants, construction-related product warehouses, a copper tube mill, metal recycling facilities and marketing and distribution offices in the United States and in strategic international markets.

Forward-Looking Statements

     This Press Release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, with respect to possible costs and losses based on impairments on fixed assets and intangibles. These forward-looking statements can generally be identified by phrases such as we or our management “expects,” “anticipates,” “believes,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “estimates,” “projects,” “forecasts,” “outlook” or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. Variances will occur and some could be materially different from our current opinion. Developments that could impact our expectations include the factors described or referenced in the Company’s Form 10-K for the year ended August 31, 2009 or subsequent SEC filings. You should not place undue reliance on these forward-looking statements, which reflect our opinions as of the date of this Press Release. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document.

-(END)-

Contact:  Debbie Okle
Director, Public Relations
214.689.4354

2010-07