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) March 24, 2010 (March 23, 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.

     On March 23, 2010, Commercial Metals Company (the “Company”) entered into two interest rate swap transactions (each a “Swap Transaction” and collectively the “Swap Transactions”) with Goldman Sachs Bank USA (“GSB”) pursuant to confirmations incorporating the ISDA^® International Swap Dealers Association, Inc. Master Agreement by and between the Company and Goldman Sachs Capital Markets, L.P., which merged with other entities to form GSB, dated as of April 4, 2002 (the “ISDA Master Agreement”), and the related Schedule to the Master Agreement by and between the Company and Goldman Sachs Capital Markets, L.P., dated as of April 4, 2002 (the “Schedule to the ISDA Master Agreement”). The documents evidencing the Swap Transactions contain customary representations, warranties and covenants.

     The Company entered into the Swap Transactions to modify all of its fixed rate interest to floating rate interest on its 5.625% Senior Notes due 2013 (the “5.625% Notes”) and part of its fixed rate interest to floating rate interest on its 7.35% Senior Notes due 2018 (the “7.35% Notes”). The Swap Transactions each have an effective date of March 25, 2010. Under the terms of the Swap Transactions, the Company is required to make semiannual payments based on the LIBOR rate while GSB is obligated to make semiannual fixed rate payments on the same notional amount to the Company.

     The Swap Transactions with regard to the 5.625% Notes and the 7.35% Notes have notional amounts of $200,000,000 and $300,000,000 and termination dates of November 15, 2013 and August 15, 2018, respectively. The Company’s cost of borrowing will be the floating LIBOR rate discussed above plus 303 basis points with respect to the 5.625% Notes’ Swap Transaction and 367 basis points with respect to the 7.35% Notes’ Swap Transaction.

     The Goldman Sachs Group, Inc. has provided a General Guarantee Agreement (the “Guarantee”) to guarantee the obligations of GSB to the Company under the Swap Transactions.

     GSB’s and The Goldman Sachs Group, Inc.’s affiliates have provided, and may provide, various investment banking, other commercial banking and financial advisory services to the Company for which they have received, and may in the future receive, customary fees.

     A copy of the ISDA Master Agreement, the Schedule to the ISDA Master Agreement, and the Guarantee are attached to this report as Exhibits 10.1, 10.2 and 10.3, respectively. The ISDA Master Agreement, the Schedule to the ISDA Master Agreement, and the Guarantee are incorporated herein by reference. The description of the material terms of the Swap Transactions, the ISDA Master Agreement, the Schedule to the ISDA Master Agreement, and the Guarantee are qualified in their entirety by reference to such exhibits.

Item 2.02 Results of Operations and Financial Condition.

     On March 24, 2010, the Company issued a press release (the “Press Release”) announcing its financial results for the second quarter of fiscal year 2010. A copy of the Press Release is attached hereto as Exhibit 99.1. The Press Release is incorporated by reference into this Item 2.02, and the foregoing description of the Press Release is qualified in its entirety by reference to this exhibit.

     The Press Release contains “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the Press Release, the Company has provided reconciliations of the non-GAAP financial measures to the most directly

comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States.

     The information in this Item 2.02 of Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

10.1	ISDA® International Swap Dealers Association, Inc. Master Agreement, dated as of April 4, 2002, between Commercial Metals Company and Goldman Sachs Capital Markets, L.P.
10.2	Schedule to the Master Agreement, dated as of April 4, 2002, between Goldman Sachs Capital Markets, L.P. and Commercial Metals Company.
10.3	General Guarantee Agreement, dated December 1, 2008 from The Goldman Sachs Group, Inc.
The following exhibit is furnished with this Form 8-K.
99.1	Press Release, dated March 24, 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: March 24, 2010
	By: Name:	/s/ William B. Larson William B. Larson
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	ISDA® International Swap Dealers Association, Inc. Master Agreement, dated as of April 4, 2002, between Commercial Metals Company and Goldman Sachs Capital Markets, L.P.
10.2	Schedule to the Master Agreement, dated as of April 4, 2002, between Goldman Sachs Capital Markets, L.P. and Commercial Metals Company.
10.3	General Guarantee Agreement, dated December 1, 2008 from The Goldman Sachs Group, Inc.
The following exhibit is furnished with this Form 8-K.
99.1	Press Release, dated March 24, 2010.

EX-10.1

Exhibit 10.1

(Multicurrency — Cross Border)

MASTER AGREEMENT

Dated as of
April 4, 2002

Goldman Sachs Capital Markets, L.P. and Commercial Metals Company

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:-

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

Copyright © 1992 by International Swap Dealers Association, Inc.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:-

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:-

(1) promptly notify the other party (“Y”) of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:-

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

ISDA ^® 1992

2

(ii) Liability. If:-

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:-

(a) Basic Representations.

(i) Status. it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

ISDA ^® 1992

3

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:-

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:-

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,

ISDA ^® 1992

4

organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:-

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however

ISDA ^® 1992

5

described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:-

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:-

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event

ISDA ^® 1992

6

Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:-

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):-

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

ISDA ^® 1992

7

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding

Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If:-

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then

ISDA ^® 1992

8

continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d) Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default:-

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the

ISDA ^® 1992

9

Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:-

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties:-

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

ISDA ^® 1992

10

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:-

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

ISDA ^® 1992

11

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document

ISDA ^® 1992

12

to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:-

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:-

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any

ISDA ^® 1992

13

reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:-

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:-

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

ISDA ^® 1992

14

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(l) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have

ISDA ^® 1992

15

been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum, equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:-

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

ISDA ^® 1992

16

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market

ISDA ^® 1992

17

value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

Goldman Sachs Capital Markets, L.P.		Commercial Metals Company
By: Goldman Sachs Capital Markets, L.L.C.
General Partner
By:	/s/ John Eisenberg Name: John Eisenberg	By:	/s/ William B. Larson Name: William B. Larson
	Title: Managing Director		Title: VP & CFO
	Date: 4/4/02		Date: 4/4/02

ISDA ^® 1992

18

EX-10.2

Exhibit 10.2

SCHEDULE

to the

MASTER AGREEMENT

dated as of
April 4, 2002

between

GOLDMAN SACHS CAPITAL MARKETS, L.P.,
a limited partnership organized
under the law of the State
of Delaware
(“Party A”,)

and

COMMERCIAL METALS COMPANY,
a Corporation organized under the law of
Delaware
(“Party B”).

Part 1. Termination Provisions.

     (a) “Specified Entity” means in relation to Party A for the purpose of:—

Section 5(a)(v), J. Aron & Company, Goldman Sachs International, Goldman Sachs&Co.

Section 5(a)(vi), Not Applicable

Section 5(a)(vii), Not Applicable

Section 5(b)(iv), Not Applicable

and in relation to Party B for the purpose of:-

Section 5(a)(v), Affiliates

Section 5(a)(vi), Affiliates

Section 5(a)(vii), Affiliates

Section 5(b)(iv), Affiliates

     (b) “Specified Transaction” will have the meaning specified in Section 14.

     (c) Section 5(a)(i) Failure to Pay or Deliver is hereby amended by deleting in the last line thereof the word “third” and replacing it with the word “first”.

     (d) (i) Section 5(a)(vi) is hereby amended by deleting in the seventh line thereof the words “, or becoming capable at such time of being declared.”

          (ii) The “Cross Default” provisions of Section 5(a)(vi) as amended above will apply to Party A and to Party B.

To the extent such provisions apply:—

“Specified Indebtedness” will have the meaning specified in Section 14.

“Threshold Amount” means U.S. $50,000,000 or its equivalent in another currency.

     (e) Section 5(a)(vii) is hereby amended by: (i) adding in Clause (1) thereof (third line) after the word “merger” and before the closed parenthetical the words “or, in the case of Party A, any Credit Support Provider of Party A, or any applicable Specified Entity of Party A (as the case may be), reconstitution, incorporation, or admission or withdrawal of a partner”; and (ii) adding in Clause (5) (fourteenth line) thereof after the word “merger” and before the closed parenthetical the words “or, in the case of Party A, any Credit Support Provider of Party A, or any applicable Specified Entity of Party A (as the case may be), reconstitution or incorporation”.

     (f) Section 5(a)(viii) is hereby amended by deleting the introductory paragraph in its entirety and replacing it with the following:—

The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, incorporates, reincorporates, or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganization, incorporation, reincorporation, or reconstitution:—

     (g) Section 5(b)(iv) is hereby amended by: (i) deleting in the fourth line thereof the

-2-

words “another entity” and replacing them with the words “or reorganizes, incorporates, reincorporates, or reconstitutes into or as, another entity or X, such Credit Support Provider, or such Specified Entity, as the case may be, effects a recapitalization, liquidating dividend, leveraged buy-out, other similar highly-leveraged transaction, redemption of indebtedness, or stock buy-back or similar call on equity”; (ii) deleting in the fifth line thereof the words “the resulting, surviving or transferee” and replacing them with the words “X or any resulting, surviving, transferee, reorganized, or recapitalized”; and (iii) deleting in the seventh line thereof the words “its successor or transferee” and replacing them with the words “any resulting, surviving, transferee, reorganized, or recapitalized entity”.

     (h) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) as amended above will apply to Party A and to Party B.

     (i) The “Automatic Early Termination “ provision of Section 6(a) will not apply to Party A and will not apply to Party B.

     (j) Payments on Early Termination. For the purpose of Section 6(e):-

(i) Loss will apply.

(ii) The Second Method will apply.

     (k) “Termination Currency” means United States Dollars.

Part 2. Tax Representations.

          (a) Payer Representations. For purposes of Section 3(e) of this Agreement, Party A and Party B each make the following representation:—

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on Clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

-3-

     (b) Payee Representations. For the purpose of Section 3(f) of this Agreement, Party B makes the following representations:

It is a United States person within the meaning of Section 770l(a)(30) of the Internal Revenue Service code of 1986, as amended.

Part 3. Agreement to Deliver Documents.

     For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:—

(a) Tax forms, documents, or certificates to be delivered are:—

Party A agrees to complete, execute, and deliver to Party B, United States Internal Revenue Service Form W-9 or any successor of such form: (i) as of the date of this Agreements; (ii) promptly upon reasonable demand by Party B; and (iii) promptly upon learning that any such forms previously provided by Party A has become obsolete or incorrect.

Party B agrees to complete, execute, and deliver to Party A, United States Internal Revenue Service Forms 4224, W-8 and 1001, or any successor of such forms: (i) as of the date of this Agreement; (ii) promptly upon reasonable demand by Party A; and (iii) promptly upon learning that any such forms previously provided by Party B has become obsolete or incorrect.

(b) Other documents to be delivered are:—

Party		Date by
required		which	Covered by
to deliver	Form /Document/	to be	Section 3(d)
document	Certificate	delivered	Representation
Party A	Power of Attorney with respect to Party A	At execution of this Agreement	Yes
Party A	Guaranty of The Goldman Sachs Group, Inc. (“Goldman Group”)	At execution of this Agreement	No
Party A	Annual Statement of Financial Condition of Goldman Group	Promptly following demand by Party B	Yes

-4-

Party		Date by
required		which	Covered by
to deliver	Form /Document/	to be	Section 3(d)
document	Certificate	delivered	Representation
Party A	Quarterly Statement of Financial Condition of Goldman Group	Promptly following demand by Party B	Yes
Party B	Certified incumbency certificate or other evidence of authority and specimen signatures with respect to Party B and its signatories	At execution of this Agreement	Yes
Party B	Annual Financial Statement of Party B	Promptly following demand by Party A provided, however, such demand may not be made less than 90 days after the end of the most recent fiscal year	Yes
Party B	Quarterly Financial Statement of Party B	Promptly following demand by Party A provide, however, such demand may not be made less than 45 days after the end of the most recent fiscal quarter	Yes

Part 4. Miscellaneous.

(a) Addresses for Notices. For the purpose of Section 12(a):—

Address for notices or communications to Party A:—

-5-

Address: 85 Broad Street
      New York, New York 10004

Attention: Capital Markets Group

Telex No.: 421344 Answerback: GOLSAX

Facsimile No.: 212-902-0996 Telephone No.: 212-902-1000

Electronic Messaging System Details: None.

With a copy to:

Address: 85 Broad Street
     New York, New York 10004

Attention: Treasury Administration

Telex No.: 421344 Answerback: GOLSAX

Facsimile No.: 212-902-3325 Telephone No.: 212-902-1000

Electronic Message System Details: None.

Address for notices or communications to Party B:—

Address: 7800 Stemmons Freeway
     Dallas, Texas 75247

Attention: William Larson

Facsimile No.: (214) 659-5890 Telephone No.: (214) 689-4325

Electronic Messaging System Details: None

     (b) Process Agent. For the purpose of Section 13(c):—

     Party A appoints as its Process Agent:

Goldman, Sachs & Co.
85 Broad Street

-6-

New York, New York 10004

Attention: Legal Department

Telex: 421344 Answerback: GOLSAX

Facsimile No.: 212-902-4140/3876

Telephone No.: 212-902-1000

Party B appoints as its Process Agent in the Borough of Manhattan, City, County, and State of New York: Not applicable

     (c) Offices: Multibranch Parties.

     (i) The provisions of Section 10(a) will be applicable.

     (ii) For the purpose of Section 10(c):—

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

     (d) Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in relation to the relevant Transaction.

     (e) Credit Support Document. Details of any Credit Support Document, each of which are incorporated by reference in, and made part of, this Agreement and each Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in this Agreement or such Confirmation:-

     (i) Guaranty dated the date hereof by Goldman Group in favor of Party B as beneficiary thereof.

     (f) Credit Support Provider.

     (i) Credit Support Provider means in relation to Party A, Goldman Group.

     (g) Governing Law. This Agreement and each Confirmation will be governed by, and construed and enforced in accordance with, the law of the State of New York (without reference to its choice of law doctrine).

-7-

     (h) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the second line of Subparagraph (i) thereof the word “non-”; and (ii) deleting the final paragraph thereof.

     (i) Netting of Payments, Subparagraph (ii) of Section 2(c) will not apply to Transactions with effect from the date of this Agreement. Notwithstanding any provision to the contrary in Section 2(c), unless otherwise agreed by the parties in writing, the netting provided for in Section 2(c) will not apply separately to any pairing of branches or offices through which the parties make and receive payments or deliveries. as a result, all payments due from one party (regardless of the branch or office) and all payments due from the other party (regardless of the branch or office) will be subject to netting if such payments are due on the same date.

     (j) “Affiliate” will have the meaning specified in Section 14; provided, however, that for purposes of Section 3(c), such term shall only refer to any Credit Support Provider of the party and/or any party that is a Specified Entity for Bankruptcy.

Part 5. Other Provisions.

     (a) Accuracy of Specified Information. Section 3(d) is hereby amended by adding in the third line thereof after the word “respect” and before the period the words “or, in the case of audited or unaudited financial statements or balance sheets, a fair presentation of the financial condition of the relevant person.”

     (b) Transfer. Section 7 is replaced in its entirety by the following:

“Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, which consent will not be arbitrarily withheld or delayed, except that:

     (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger into, or transfer of all or substantially all its assets to or reorganization, incorporation, reincorporation, or reconstitution into or as, another entity (but without prejudice to any other right or remedy under this Agreement);

     (b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e); and

     (c) in addition to, and not in lieu of, the preceding transfer rights, Party A may, without recourse, transfer this Agreement (in whole and not in part only) to any of Party A’s United States Affiliates, provided that:

(i) Equivalent Creditworthiness: Goldman Group (or another entity with a credit rating at

-8-

least equal to that of Goldman Group) must guarantee such transferred obligations of the transferee pursuant to a guaranty in substantially the form of the guaranty of Goldman Group specified in this Agreement, or such transferee must have a credit rating at least equal to that of Goldman Group:

(ii) No Gross-up: Party B will not be required to pay to the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer;

(iii) No Withholding: Party B will not, receive a payment from which an amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) (except in respect of interest under Section 2(e), (6)(d)(ii), or 6(e)), in excess of that which Party A would have been required to so withhold or deduct in the absence of such transfer, unless the transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such withholding or deduction;

(iv) Not Unlawful: It does not become unlawful for either party to perform any obligation under this Agreement as a result of such transfer; and

(v) No Event of Default: an Event of Default does not occur as a result of such transfer.

With respect to the results described in Clauses (ii) and (iii) above, Party A will cause the transferee to make, and Party B will make, such reasonable Payer Tax Representations and Payee Tax Representations as may be manually agreed upon by the transferee and Party B in order to permit such parties to determine that such results will not occur upon or after the transfer.

(c) Reference Market-makers. The definition of “Reference Market-makers” in Section 14 is hereby amended by adding in the fourth line thereof after the word “credit” the words “or to enter into transactions similar in nature to Transactions”.

     (d) Definitions and Addenda. This Agreement, each Confirmation, and each Transaction are subject to the 2000 ISDA Definitions (the “Definitions”).

     (e) Confirmations. On or promptly following the Trade Date or other transaction date of each Transaction, Party A will send to Party B a Confirmation. Party B will promptly thereafter

-9-

confirm the accuracy of (in the manner required by Section 9(e)), or request the correction of, such Confirmation (in the latter case, indicating how it believes the terms of such Confirmation should be correctly stated and such other terms which should be added to or deleted from such Confirmation to make it correct).

     (f) Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties to this Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6, or 13 (or any definition or provision in Section 14 to the extent it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

     (g) Section 6 Early Termination is hereby amended by adding the following:

“(f) Set-off. Any amount (the “Early Termination Amount”) payable to one party (the Payee) by the other party (the Payer) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5(b)(iv) has occurred, will, at the option of the party (“X”) other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any amount(s) (the “Other Agreement Amount”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) between the Payee and the Payer or instrument(s) or undertaking(s) issued or executed by one party to, or in favor of, the other party (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice to the other party of any set-off so effected under this Section 6(f).

For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of

-10-

accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”

     (h) Agreements: Furnish Specified Information. Section 4(a) is hereby amended by adding at the end thereof the following paragraph:-

     Notwithstanding the foregoing provisions of this Section 4(a), the parties agree that, pursuant tothe terms of the Power of Attorney with respect to Party A referred to in Part 3(b) of this Schedule, any one or more of the officers of Party A’s general partner who has been designated as an agent and attorney-in-fact of Party A will so deliver to Party B or such government or taxing authority the specified or requested forms, documents, or certificates; provided, however, that in the event the requested form, document, or certificate as delivered in the manner set forth in this paragraph fails to satisfy the requirements of law at any time, such failure will not be deemed a breach or violation of this Section 4(a) or any other provision of this Agreement.

     (i) Credit Support Default. Subparagraph (3) of Section 5(a)(iii) is hereby amended by adding in the second line thereof after the word “Document” and before the semicolon the words “(or such action is taken by any person or entity appointed or empowered to operate itor act on its behalf)”.

     (j) Escrow. If, by reason of the time difference between the cities in which payments or deliveries are to be made under Section 2(a)(i) or otherwise, it is not possible for simultaneous payments or deliveries to be made on any date on which both parties are required to make payments or deliveries hereunder, either party may at its option and in its sole discretion notify the other party that payments or deliveries on such date are to be made in escrow. In such case, the deposit of the payment or delivery due earlier on that date must be made by 2:00 p.m. (local time at the place for the earlier payment or delivery) on that date with an escrow agent that is a commercial bank, independent of either party, with a minimum net worth of US $100,000,000 or its equivalent in another currency, selected by such notifying party, accompanied by irrevocable payment or delivery instructions (i) to release the deposited payment or delivery to the intended recipient upon receipt by the escrow agent of the required deposit of the corresponding payment or delivery from the other party on the same date accompanied by irrevocable payment or delivery instructions to the same effect, or (ii) if the required deposit of the corresponding payment or delivery is not made on that same date, to return the payment or delivery deposited to the party that paid or delivered into escrow. The notifying party must pay the costs of the escrow arrangements and shall cause those arrangements to provide that (A) in the case of a payment obligation under Section 2(a)(i), the intended recipient of the payment due to be deposited first shall be entitled to interest on that deposited payment for each day in the period of its deposit at the rate offered by the escrow agent for that day for overnight deposits in the relevant currency in the office where it holds the deposited payment (at 11:00 a.m. local time on that day) if the payment is not released by 5:00 p.m. local time on the date it is deposited forany reason other than the intended recipient’s failure to make the

-11-

escrow deposit it was required to make ina timely manner, and (B) in the case of a delivery Obligation under Section 2(a)(i), the intended recipient of the delivery due to be deposited first shall be entitled to compensation as and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement or as otherwise agreed upon by the parties if the deposited delivery is not released by 5:00 p.m. local time on the date it is deposited for any reason other than the Intended recipient’s failure to make the escrow deposit it was required to make in a timely manner.

     (k) Additional Representations. Section 3 is hereby amended by adding the following additional Subsections:

     (g) No Agency. It is entering into this Agreement and each Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise).

     (h) Eligible Contract Participant. It is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act.

     (i) No Reliance. In connection with the negotiation of, the entering into, and the confirming of the execution of, this Agreement, any Credit Support Document to which it is a party, and each Transaction: (i) the other party is not acting as a fiduciary or financial or investment advisor for it; (ii) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement and in such Credit Support Document; and (iii) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made itsown investment, hedging, and trading decisions based upon itsown judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party.

     (j) Financial Institution. Solely with respect to Party A, it is a “financial institution” as defined in the FDIC Improvement Act of 1991 and Regulation EE promulgated by the Federal Reserve Board thereunder.

-12-

(l) EMU, Unless specifically agreed otherwise in the Confirmation of a Transaction, the parties agree to be bound by the provisions of the ISDA EMU Protocol and Annexes 1 to 5 thereto published by the International Swaps and Derivatives Association, Inc. (“ISDA”) on May 6, 1998 (the “Protocol”), which definitions and provisions are deemed to be incorporated by reference herein, to the same extent as if the parties had, in accordance with the terms of the Protocol, taken all necessary steps tobe bound by its provisions, including executing and effectively delivering Adherence Letters to ISDA on or before September 30, 1998 specifying all Annexes as being applicable.

     IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

GOLDMAN SACHS CAPITAL MARKETS, L.P.
By:	Goldman Sachs Capital
	Markets, L.L.C.,
	General Partner

By:	/s/ John Eisenberg
	Name:	John Eisenberg
	Title:	Managing Director
	Date:	4/4/02
Commercial Metals Company
By:	/s/ William B. Larson
	Name:	William B. Larson
	Title:	VP & CFO
	Date:	4/4/02

-13-

EX-10.3

Exhibit 10.3

The Goldman Sachs Group, Inc. | One New York Plaza | New York, New York 10004
Tel: 212-902-1000

GENERAL GUARANTEE AGREEMENT

This General Guarantee Agreement, dated December 1, 2008 (this “Guarantee”), is made by The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, in favor of each person (each, a “Party”) to whom Goldman Sachs Bank USA, a New York state-chartered bank (as successor-in-interest to Goldman Sachs Bank USA, a Utah Corporation) and a subsidiary of the Guarantor (the “Company”), may owe any Obligations (as defined below) from time to time. In this Guarantee, the “Company” shall also mean any banking subsidiary of the Guarantor, whether now existing or hereafter formed, that succeeds to the business of Goldman Sachs Bank USA.

1. Guarantee. For value received, the Guarantor hereby unconditionally and, subject to the provisions of paragraphs number six and seven, irrevocably guarantees to each Party, the complete payment when due, whether by acceleration or otherwise, of all payment obligations, whether now in existence or hereafter arising (other than non-recourse payment obligations) of the Company, including, without limitation, all payment obligations (other than non-recourse payment obligations) in connection with any deposit, loan, letter of credit or similar borrowing or lending obligation or arising under any swap, futures, option, forward or other derivative instrument (the “Obligations”); provided, however, that, with respect to any Party, “Obligations” shall not include any payment obligations, whether now in existence or hereafter arising, of the Company in connection with any certificate of deposit of the Company if such Party is an Unaffiliated Broker or has purchased such certificate of deposit from an Unaffiliated Broker, in each case whether the Unaffiliated Broker acts as agent or principal, whether the purchase occurs in connection with the original issuance or any subsequent transaction and whether the issuance or purchase of such certificate of deposit occurred or will occur at any time in the past or future. “Unaffiliated Broker” means any broker, dealer or other financial intermediary other than Goldman, Sachs & Co. or any of its affiliates. This Guarantee is one of payment and not of collection.

2. Waiver of Notice, etc. Except as may be required by the contract, agreement or instrument creating the Obligations, the Guarantor hereby waives notice of acceptance of this Guarantee and notice of the Obligations, and waives proof of reliance, diligence, presentment, demand for payment, protest, notice of dishonor or non-payment of the Obligations, suit, and the taking of any other action by any Party against, and any other notice to, the Company, the Guarantor or others.

3. Nature of Guarantee. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of any Obligation or right of offset with respect thereto at any time and from time to time held by any Party or (b) any other circumstance whatsoever (with or without notice to or knowledge of the Company or the Guarantor) which might constitute an equitable or legal discharge of the Company for the Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance; provided, however, that under no circumstances will the Guarantor be liable to any Party hereunder for any amount in excess of the amount which the Company actually owes to such Party and that the Guarantor may assert any defense to payment available to the Company, other than those arising in a bankruptcy or insolvency proceeding.

A Party may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder: (1) agree with the Company to make any change in the terms of the Obligations; (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to such Party, (3) exercise or refrain from exercising any rights against the Company or others in respect of the Obligations; or (4) compromise or subordinate the Obligations. Any other suretyship defenses are hereby waived by the Guarantor.

4. Reinstatement. The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations, or interest thereon is rescinded or must otherwise be restored or returned by such Party upon the bankruptcy, insolvency, dissolution or reorganization of the Company.

5. Subrogation. The Guarantor will not exercise any rights which it may acquire hereunder by way of subrogation, as a result of a payment hereunder, until all due and unpaid Obligations to such Party shall have been paid in full. Any amount paid to the Guarantor in violation of the preceding sentence shall be held by Guarantor for the benefit of such Party and shall forthwith be paid to such Party to be credited and applied to the due and unpaid Obligations. Subject to the foregoing, upon payment of all such due and unpaid Obligations, the Guarantor shall be subrogated to the rights of such Party against the Company with respect to such Obligations, and such Party agrees to take at the Guarantor’s expense such steps as the Guarantor may reasonably request to implement such subrogation.

6. Amendment and Termination. This Guarantee may be amended or terminated, as to one Party, all Parties or a group of specified Parties and as to one Obligation, all Obligations or specified Obligations, at any time by (i) issuance by the Guarantor of a press release reported by the Dow Jones News Service, the Associated Press or a comparable national news service, or (ii) written notice signed by the Guarantor, with such amendment or termination effective with respect to a Party on the opening of business on the fifth New York business day after earlier of the issuance of such press release or the receipt of such written notice, as applicable; provided, however, that no such amendment or termination may adversely affect the rights of any Party relating to

any Obligations incurred prior to the effectiveness of such amendment or termination; provided further, that any such amendment or termination may become effective as to one Party whether or not it becomes effective with respect to another Party.

7. Assignment. The Guarantor may not assign its rights nor delegate its obligations under this Guarantee with respect to a Party, in whole or in part, without prior written consent of such Party, and any purported assignment or delegation absent such consent is void, except for an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise. Upon any such delegation and assumption of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption.

8. Governing Law and Jurisdiction. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTEE.

IN WITNESS WHEREOF, the Guarantor has duly executed this Guarantee as of the day and year first above written.

THE GOLDMAN SACHS GROUP, INC.
By:	/s/ Elizabeth E. Beshel
	Name:	Elizabeth E. Beshel
	Title:	Treasurer

EX-99.1

Exhibit 99.1

Commercial Metals Company Reports Loss of $1.53 Per Share for the Second Quarter

     Irving, TX — March 24, 2010 — Commercial Metals Company (NYSE: CMC) today reported a net loss of $173.3 million or $1.53 per diluted share, including a loss of $135.3 million or $1.19 per diluted share from continuing operations, for the quarter ended February 28, 2010. This compares with a net loss of $35.3 million or $0.32 per diluted share, including a loss from continuing operations of $38.7 million or $0.35 per diluted share, for the second quarter last year.

     Net loss for the six months ended February 28, 2010, was $204.5 million or $1.81 per diluted share, including a loss of $163.9 million or $1.45 per diluted share from continuing operations. For the same period last year, net earnings were $26.7 million or $0.23 per diluted share, including earnings from continuing operations of $7.6 million or $0.07 per diluted share.

     As previously reported, CMC has decided to exit the joist and deck business. The current estimated after-tax costs including impairment of fixed assets and intangibles, severance, inventory valuation, operating losses, and other closing costs are approximately $38.1 million (net of estimated proceeds upon sale of the businesses) and are reflected as discontinued operations in the second quarter.

     The Company recorded the following consolidated expenses in continuing operations during the second quarter (excludes charges taken for our joist and deck operations):

	Three Months Ended		Six Months Ended
(in millions)	2/28/10		2/28/10
Lower of cost or market inventory adjustments	$	18.5	$	31.4
Bad debt expense		3.4		0.8
Severance costs		7.7		9.1
Impairment charges		1.1		1.3
Job loss reserves		57.4		62.7
LIFO expense (income)		5.0		(7.9	)

(more)

(CMC Second Quarter Fiscal 2010 – Page 2)

     The Company’s effective tax rate from continuing operations for the quarter is 15.0%. The tax benefit in the second quarter includes a valuation allowance of $23.8 million (an offsetting tax expense). This allowance was recorded against a deferred tax asset originally booked for the tax benefit of net operating loss carry forwards of our Croatian subsidiary. However, due to the uncertainty of realization during the limited carry forward period, this has been reversed. Excluding this charge, the effective tax rate from continuing operations is 30.0%, lower than the statutory rate due to losses in low tax rate jurisdictions (Poland).

General Conditions

     CMC Chairman, President and Chief Executive Officer Murray R. McClean said, “Our second fiscal quarter is always our weakest due to seasonal factors; however, this year it has been compounded by weak end-use demand in the nonresidential construction markets, unusually severe winter conditions in the U.S. and Europe, and rapidly rising ferrous scrap prices which have outpaced finished goods prices. Increases in ferrous scrap pricing are generally good trends, but the extreme volatility in price changes since December is causing short-term margin squeezes at our steel mills and fabricating operations, both domestically and internationally. During the quarter, we decided to exit the joist and deck business; the outlook for these products continues to be weak and what volume exists is at shrinking margins. We believe we can more profitably invest this capital in other downstream operations. Joist and deck will be accounted for as discontinued operations. The bright spot for the quarter was our International Marketing and Distribution segment, which was profitable.

     “Effective December 1, 2009, the Company reorganized certain business operations. The most significant changes were moving our domestic steel import and distribution business from Americas Fabrication to International Marketing and Distribution and our international fabrication from International Marketing and Distribution to International Mills. This once again combines all of our marketing operations into one segment.”

Americas Recycling

     McClean said, “Average ferrous and nonferrous scrap sales prices reached their highest levels in six quarters. December ferrous scrap demand came from overseas; in calendar 2010, it shifted to domestic consumers. However, pricing was driven by lack of supply more than strong demand as lower manufacturing and demolition activity limited supply as well as extreme weather restricted obsolete scrap material flow. The segment had an adjusted operating loss of $9.0 million, net of pre-tax LIFO expense of $9.0 million; the operating loss in the second quarter of last year was $36.2 million, net of pre-tax LIFO income of $8.6 million. Nonferrous scrap margins gained predominantly due to price increases while ferrous scrap margin improvement was split between price and volume. The average ferrous scrap sales price for the second quarter was $257 per short ton, a 59% increase over the prior year second quarter. Average nonferrous scrap pricing was $2,628 per short ton, up 103% from the prior year. Shipments of ferrous scrap totaled 506 thousand tons, an increase of 16% from the second quarter of last year. Nonferrous scrap shipments totaled 55 thousand tons, 45% higher than last year. We exported 9% of our ferrous scrap tonnage and 41% of our nonferrous scrap tonnage during the quarter.”

(more)

(CMC Second Quarter Fiscal 2010 – Page 3)

Americas Mills

     McClean said, “The rise in ferrous scrap prices continued the pressure on metal margins. Volumes increased 33% over the second quarter of last year; however, the prior year was the low point for shipments as the recession hit full force. The product mix was also not favorable as over half the volume increase was in billets; this allowed our melt shops to run at 72% capacity, only slightly lower than the first quarter. Our mills ran at 58% of capacity, an increase from the 54% of the first quarter during our traditionally slowest period. Imported material remained low.

     “Our steel mills had an adjusted operating loss of $16.1 million compared to an adjusted operating profit of $71.1 million in the same quarter last year. This year’s second quarter had pre-tax LIFO expense of $7.0 million compared to pre-tax LIFO income of $42.4 million in last year’s second quarter. Our metal margin at $263 per ton recovered some from the first quarter’s $251 per ton, but was well down from the $450 per ton level of a year ago. The price of ferrous scrap consumed at the mills during the quarter increased $71 per ton compared to last year, and average selling prices decreased $116 per ton. Sales volumes were 521 thousand tons of which 101 thousand tons were billets (compared with 33 thousand tons of billets sold in the second quarter of last year). On a second quarter to second quarter basis, tonnage melted was up 45% to 486 thousand tons, while tonnage rolled increased 81 thousand tons to 399 thousand tons.”

     McClean added, “Our new micromill, CMC Steel Arizona, melted 34 thousand tons, rolled 32 thousand tons, and shipped 27 thousand tons. Our copper tube mill reported adjusted operating profit of $0.6 million (pre-tax LIFO expense of $4.6 million) compared to $2.0 million (pre-tax LIFO income of $10.2 million).”

Americas Fabrication

     McClean said, “Our Americas Fabrication segment is suffering the inevitable margin compression associated with a contractual backlog in a period of rising prices. Reserves accrued for possible losses on contracts were $24.0 million, should pricing stay at current levels. Additional negative factors were weak end-use markets resulting in lower steel demand, increased competition, and bad weather. Fundamental issues remain – no effective stimulus for construction, lack of customer liquidity, high unemployment and building vacancy rates, and state budget woes. The segment reported an adjusted operating loss of $57.3 million compared to last year’s second quarter adjusted operating income of $49.7 million. The current quarter recorded pre-tax LIFO expense of $5.7 million, whereas last year’s second quarter had pre-tax LIFO income of $32.7 million. The composite average fab selling price (excluding stock and buyouts and the joist and deck discontinued operations) was $727 per ton, 36% below last year’s second quarter price.”

(more)

(CMC Second Quarter Fiscal 2010 – Page 4)

International Mills

     “Although Poland maintained positive GDP throughout,” McClean said, “the rest of Europe is very slow to recover from the recession. Margins tightened as ferrous scrap prices reacted to global demand, yet finished goods prices remain subject to an intensely competitive local market. CMC Croatia nears the completion of its melt shop project, critical to its turnaround strategy. The segment had an adjusted operating loss of $54.4 million in the second quarter compared to a $35.8 million loss for the same period last year.

     “CMC Zawiercie’s adjusted operating loss of $38.4 million resulted mainly from lower metal margins failing to absorb production costs and reserves on contracted backlog which totaled $20.5 million. Last year’s second quarter loss was $22.7 million. Shipments totaled 282 thousand tons (59 thousand tons of billets) compared to 237 thousand tons (9 thousand tons of billets) in the prior year’s second quarter. Tons melted were 293 thousand tons compared to 244 thousand tons last year, and tons rolled were 236 thousand tons compared to 226 thousand tons in the prior year’s second quarter. Average selling prices declined 19% to PLN 1,186 per ton compared to PLN 1,471 per ton for the same period last year. The cost of scrap entering production decreased 8%. The average metal margin per ton decreased to PLN 408 from PLN 629 in last year’s second quarter and PLN 438 in the first quarter of this year.”

     McClean added, “CMC Croatia’s adjusted operating loss of $16.0 million compares to the prior year’s loss of $13.1 million. Tons shipped at 16 thousand tons were equivalent to the prior year, yet prices declined over 37%. As disappointing as the loss was, aggressive cost containment in the face of declining revenues is positioning the business to take advantage of the improved melt shop when our capital expenditure program is completed this spring.”

International Marketing and Distribution

     According to McClean, “Our international geographic and product diversity allowed us to participate in markets rebounding from the global recession. Global overcapacity has reduced sales prices, thereby negatively affecting margins. The segment remained profitable having adjusted operating profit of $11.1 million compared to a loss of $37.9 million in the prior year when contract loss reserves and inventory adjustments were required. Our combined operations in Australia were profitable as were our Asian and European offices. Our raw materials business performed well and successfully commissioned its alloy operation in South Carolina during the quarter.”

Financial Condition

     McClean said, “Our balance sheet, capital resources, and banking relationships remain strong. Our cash and short-term investments total $297 million at February 28, 2010. Our inventories are conservatively valued on LIFO (at February 28, 2010, the reserve was $232 million) and a substantial amount of our accounts receivable are credit insured or backed by letters of credit in addition to a $41.4 million allowance for doubtful accounts. Our working capital ratio is 2.2. At February 28, 2010, goodwill and intangibles totaled $129.1 million, representing only 3.6% of total assets.”

(more)

(CMC Second Quarter Fiscal 2010 – Page 5)

     McClean continued, “On February 26, 2010, the Company amended the agreement regarding its $400 million revolver and its $100 million accounts receivable securitization agreement. The amendments eliminate the EBITDA to interest coverage test for the second fiscal quarter and set the coverage ratio at 2.5 times for future periods. We have substantially all our $400 million revolver available in the form of either commercial paper or bank borrowings (only $38.0 million outstanding at February 28, 2010). No amounts were outstanding against our $100 million accounts receivable securitization program at February 28, 2010. No payments on our publicly held long-term debt are due until 2013.”

Outlook

     In closing, McClean said, “We anticipate our fiscal third quarter results to benefit substantially from a seasonal pickup in demand in the nonresidential construction markets. The private sector of the nonresidential markets remains weak; however, there is some improvement in the public sector. We anticipate the public sector of the nonresidential markets to improve further in the second half of calendar 2010 as projects funded by stimulus dollars are awarded.

     “Our third quarter results are likely to be impacted negatively early on by rapidly rising scrap prices, causing a further margin squeeze at the mills and, subsequently, at the fabricators, though our recycling operations will benefit. By quarter end, our mills should recover due to a combination of improving shipments, higher prices, higher capacity utilization and an improvement in metal margins. We estimate mill utilization rates in the third quarter to be 67%.”

     McClean continued, “Inventory levels in the supply chain remain relatively low, and we would anticipate finished goods prices (e.g., rebar and merchants) to continue to increase as seasonal restocking occurs. Demand in China and most of Asia has strengthened after the Chinese New Year, and we would anticipate the trend of rising raw material and steel prices to continue for the next one or two months. This will be beneficial to our marketing and distribution operations.

     “Though we see an improvement in results, volatility in pricing, the effect of LIFO accounting, the timing of economic recovery including stimulus spending, the sale of our joist and deck operations and other factors make estimation of third quarter earnings problematic. Management will issue guidance closer to the end of the quarter.”

(more)

(CMC Second Quarter Fiscal 2010 – Page 6)

Conference Call

     CMC invites you to listen to a live broadcast of its second quarter 2010 conference call on Wednesday, March 24, at 11:00 a.m. ET. The call will be hosted by Murray McClean, Chairman, President and CEO, and Bill Larson, Senior Vice President and CFO, and can be accessed via our website at www.cmc.com or at www.streetevents.com. In the event you are unable to listen to the live broadcast, the call will be archived and available for replay within two hours of the webcast. Financial and statistical information presented in the broadcast can be found on CMC’s website under “Investor Relations.”

     Commercial Metals Company and 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

     The introductory section and the outlook section of this news release contain forward-looking statements with respect to the costs and losses associated with exiting the joist and deck business (including impairment of fixed assets and intangibles, severance, inventory valuation, and operating losses), our financial condition, results of operations, cash flows and business, and our expectations or beliefs concerning future events, including net earnings, economic conditions, credit availability, product pricing and demand, currency valuation, production rates, energy expense, interest rates, inventory levels, acquisitions, construction and operation of new facilities and general market conditions. 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,” “estimates,” “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 following: absence of global economic recovery or possible recession relapse; solvency of financial institutions and their ability or willingness to lend; success or failure of governmental efforts to stimulate the economy including restoring credit availability and confidence in a recovery; customer or supplier non-compliance with contracts; the level of construction activity; decisions by governments affecting the level of steel imports and exports, including tariffs and duties; ability to integrate acquisitions into operations; litigation claims and settlements; difficulties or delays in the execution of construction contracts resulting in cost overruns or contract disputes; unsuccessful implementation of new technology; inability to sell operations or assets at fair values; metals pricing over which we exert little influence; increased capacity and product availability from competing steel minimills and other steel suppliers including import quantities and pricing; execution of cost minimization strategies; court decisions; industry consolidation or changes in production capacity or utilization; global factors including political and military uncertainties; currency fluctuations; availability of customer credit and liquidity; interest rate changes; scrap metal, energy, insurance and supply prices; severe weather, especially in Poland; and the pace of overall economic activity, particularly in China.

(more)

(CMC Second Quarter Fiscal 2010 – Page 7)

	Three months ended				Six months Ended
(Short Tons in Thousands)	2/28/10		2/28/09		2/28/10		2/28/09
Domestic Steel Mill Rebar Shipments		252		227		479		463
Domestic Steel Mill Structural and Other Shipments		269		164		540		360
CMCZ Shipments		282		237		637		532
Total Mill Tons Shipped		803		628		1,656		1,355
Average FOB Mill Domestic Selling Price (Total Sales)	$	540	$	656	$	529	$	729
Average Cost Domestic Mill Ferrous Scrap Utilized	$	277	$	206	$	271	$	277
Domestic Mill Metal Margin	$	263	$	450	$	258	$	452
Average Domestic Mill Ferrous Scrap Purchase Price	$	251	$	167	$	233	$	216
Average FOB Mill CMCZ Selling Price (Total Sales)	$	413	$	457	$	423	$	582
Average Cost CMCZ Ferrous Scrap Utilized	$	271	$	258	$	274	$	305
CMCZ Mill Metal Margin	$	142	$	199	$	149	$	277
Average CMCZ Ferrous Scrap Purchase Price	$	222	$	201	$	223	$	234
Fab Plant Rebar Shipments		165		241		361		530
Fab Plant Structural and Post Shipments		33		32		65		71
Total Fabrication Tons Shipped		198		273		426		601
Average Fab Selling Price (Excluding Stock & Buyout Sales)	$	727	$	1,139	$	762	$	1,166
Domestic Scrap Metal Tons Processed and Shipped		562		476		1,150		1,039

BUSINESS SEGMENTS
(in thousands)

	Three months ended						Six months ended
	2/28/10			2/28/09			2/28/10			2/28/09
Net Sales
Americas Recycling	$	314,716		$	138,791		$	604,229		$	399,241
Americas Mills		315,253			281,290			604,446			668,774
Americas Fabrication		232,288			399,838			494,761			912,576
International Mills		133,261			148,886			316,530			391,943
International Marketing and Distribution		529,211			715,783			1,102,297			1,807,076
Corporate and Eliminations		(202,286	)		(177,128	)		(397,562	)		(439,920	)
Total Net Sales	$	1,322,443		$	1,507,460		$	2,724,701		$	3,739,690
Adjusted Operating Profit (Loss):
Americas Recycling	$	(8,971	)	$	(36,178	)	$	(8,877	)	$	(64,131	)
Americas Mills		(15,536	)		73,085			(17,155	)		191,785
Americas Fabrication		(57,317	)		49,677			(66,233	)		109,511
International Mills		(54,396	)		(35,820	)		(73,488	)		(56,311	)
International Marketing and Distribution		11,079			(37,882	)		31,217			(38,812	)
Corporate and Eliminations		(12,852	)		(28,339	)		(28,094	)		(59,294	)

(more)

CMC Second Quarter Fiscal 2010 – Page 8)

COMMERCIAL METALS COMPANY
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands except share data)

	Three months ended						Six months ended
	2/28/10			2/28/09			2/28/10			2/28/09
Net sales	$	1,322,443		$	1,507,460		$	2,724,701		$	3,739,690
Costs and expenses:
Cost of goods sold		1,313,829			1,373,370			2,608,324			3,370,292
Selling, general and administrative expenses		147,488			150,539			280,673			289,547
Interest expense		20,236			17,762			39,687			43,844
		1,481,553			1,541,671			2,928,684			3,703,683
Earnings (loss) from continuing operations before taxes		(159,110	)		(34,211	)		(203,983	)		36,007
Income taxes (benefit)		(23,858	)		4,445			(40,053	)		28,445
Earnings (loss) from continuing operations		(135,252	)		(38,656	)		(163,930	)		7,562
Earnings (loss) from discontinued operations before taxes		(62,356	)		5,585			(66,514	)		31,571
Income taxes (benefit)		(24,227	)		2,399			(25,840	)		12,551
Earnings (loss) from discontinued operations		(38,129	)		3,186			(40,674	)		19,020
Net earnings (loss)	$	(173,381	)	$	(35,470	)	$	(204,604	)	$	26,582
Less net loss attributable to noncontrolling interests		(91	)		(163	)		(85	)		(117	)
Net earnings (loss) attributable to CMC	$	(173,290	)	$	(35,307	)	$	(204,519	)	$	26,699
Basic earnings (loss) per share attributable to CMC
Earnings (loss) from continuing operations	$	(1.19	)	$	(0.35	)	$	(1.45	)	$	0.07
Earnings (loss) from discontinued operations	$	(0.34	)	$	0.03		$	(0.36	)	$	0.16
Net earnings (loss)	$	(1.53	)	$	(0.32	)	$	(1.81	)	$	0.23
Diluted earnings (loss) per share attributable to CMC
Earnings (loss) from continuing operations	$	(1.19	)	$	(0.35	)	$	(1.45	)	$	0.07
Earnings (loss) from discontinued operations	$	(0.34	)	$	0.03		$	(0.36	)	$	0.16
Net earnings (loss)	$	(1.53	)	$	(0.32	)	$	(1.81	)	$	0.23
Cash dividends per share	$	0.12		$	0.12		$	0.24		$	0.24
Average basic shares outstanding		113,275,457			111,998,128			112,885,377			112,501,326
Average diluted shares outstanding		113,275,457			111,998,128			112,885,377			113,917,263

(more)

(CMC Second Quarter Fiscal 2010 – Page 9)

COMMERCIAL METALS COMPANY
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)

	February 28,		August 31,
	2010		2009
Assets:
Current Assets:
Cash and cash equivalents	$	297,153	$	405,603
Accounts receivable (less allowance for collection losses of $41,415 and $42,134)		675,317		731,282
Inventories		662,663		678,541
Other		280,854		182,126
Total Current Assets		1,915,987		1,997,552
Net Property, Plant and Equipment		1,319,783		1,351,389
Goodwill		71,547		74,236
Other Assets		227,531		264,379
	$	3,534,848	$	3,687,556
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts payable – trade	$	379,562	$	344,355
Accounts payable – documentary letters of credit		29,666		109,210
Accrued expenses and other payables		349,242		327,212
Notes payable		46,218		1,759
Commercial paper		38,000		—
Current maturities of long-term debt		32,534		32,802
Total Current Liabilities		875,222		815,338
Deferred Income Taxes		45,964		44,564
Other Long-Term Liabilities		113,105		113,850
Long-Term Debt		1,187,476		1,181,740
Total Liabilities		2,221,767		2,155,492
Stockholders’ Equity Attributable to CMC		1,310,785		1,529,693
Stockholders’ Equity Attributable to Noncontrolling Interests		2,296		2,371
	$	3,534,848	$	3,687,556

(more)

(CMC Second Quarter Fiscal 2010 – Page 10)

COMMERCIAL METALS COMPANY
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

	Six months ended
	2/28/10			2/28/09
Cash Flows From (Used by) Operating Activities:
Net earnings (loss)	$	(204,604	)	$	26,582
Adjustments to reconcile net earnings (loss) to cash from (used by) operating activities:
Depreciation and amortization		88,376			78,575
Provision for losses on receivables		916			23,378
Share-based compensation		5,575			8,766
Net loss on sale of assets and other		27			495
Writedown of inventory		36,493			61,325
Asset impairment		32,371			5,051
Changes in Operating Assets and Liabilities, Net of Acquisitions:
Decrease in accounts receivable		67,483			395,485
Accounts receivable repurchased, net		(13,542	)		(118,817	)
Decrease (increase) in inventories		(19,178	)		319,023
Decrease (increase) in other assets		(115,060	)		60,324
Increase (decrease) in accounts payable, accrued expenses, other payables and income taxes		68,994			(545,604	)
Increase in deferred income taxes		11,783			2,583
Decrease in other long-term liabilities		(497	)		(28,102	)
Net Cash Flows From (Used By) Operating Activities		(40,863	)		289,064
Cash Flows From (Used by) Investing Activities:
Capital expenditures		(87,346	)		(209,617	)
Increase in deposit for letters of credit		27,167			—
Proceeds from the sale of property, plant and equipment and other		456			4,842
Acquisitions, net of cash acquired		(2,448	)		(906	)
Net Cash Flows Used By Investing Activities		(62,171	)		(205,681	)
Cash Flows From (Used by) Financing Activities:
Decrease in documentary letters of credit		(79,544	)		(14,760	)
Short-term borrowings, net change		82,459			(27,897	)
Repayments on long-term debt		(14,458	)		(102,019	)
Proceeds from issuance of long-term debt		21,493			6,544
Stock issued under incentive and purchase plans		9,289			1,378
Treasury stock acquired		—			(18,514	)
Cash dividends		(27,070	)		(27,134	)
Tax benefits from stock plans		2,607			1,346
Net Cash Flows Used By Financing Activities		(5,224	)		(181,056	)
Effect of Exchange Rate Changes on Cash		(192	)		(6,895	)
Decrease in Cash and Cash Equivalents		(108,450	)		(104,568	)
Cash and Cash Equivalents at Beginning of Year		405,603			219,026
Cash and Cash Equivalents at End of Period	$	297,153		$	114,458

(more)

(CMC Second Quarter Fiscal 2010 – Page 11)

COMMERCIAL METALS COMPANY
Non-GAAP Financial Measures (Unaudited)
(dollars in thousands)

Certain financial statement measures set forth below are not derived in accordance with generally accepted accounting principles (GAAP). Reconciliations to the most comparable GAAP measures are also provided below.

Adjusted EBITDA:

Earnings before interest expense, income taxes, depreciation and amortization, and impairment charges.

Adjusted EBITDA is a non-GAAP liquidity measure. It excludes Commercial Metals Company’s largest recurring non-cash charge, depreciation and amortization, including impairment charges. As a measure of cash flow before interest expense, it is one guideline used to assess the Company’s ability to pay its current debt obligations as they mature and a tool to calculate possible future levels of leverage capacity. Adjusted EBITDA to interest is a covenant test in certain of the Company’s note agreements.

	Three Months			Six Months
	Ended			Ended
	2/28/10			2/28/10
Net loss attributable to CMC	$	(173,290	)	$	(204,519	)
Interest expense		20,236			39,687
Income taxes benefit		(48,085	)		(65,893	)
Depreciation and amortization		77,052			120,747
Adjusted EBITDA	$	(124,087	)	$	(109,978	)

Total Capitalization:

Total capitalization is the sum of long-term debt, deferred income taxes, and stockholders’ equity. The ratio of debt to total capitalization is a measure of current debt leverage. The following reconciles total capitalization at February 28, 2010 to the nearest GAAP measure, stockholders’ equity:

Stockholders’ equity attributable to CMC	$	1,310,785
Long-term debt		1,187,476
Deferred income taxes		45,964
Total capitalization	$	2,544,225

Other Financial Information

Long-term debt to cap ratio as of February 28, 2010:

Debt divided by capitalization

     $1,187,476 / 2,544,225= 46.7%

Total debt to cap plus short-term debt ratio as of February 28, 2010:

     $(1,187,476 + 32,534 + 84,218) / (2,544,225+ 32,534 + 84,218) = 49.0%

Current ratio as of February 28, 2010:

Current assets divided by current liabilities

     $1,915,987 / 875,222 = 2.2

-(END)-

Contact: Debbie Okle
Director, Public Relations
214.689.4354

2010-10