Form 8-K COMMERCIAL METALS Co For: March 31
Omnibus Amendment n ° 4
OMNIBUS MODIFICATION NO. 4
[First Amendment and Restatement of each of the RPA, the RSA and the Performance Undertaking]
THIS OMNIBUS MODIFICATION NO. 4 (this ??Amendment??), dated April 1, 2021, is by and among COMMERCIAL METALS COMPANY, a Delaware corporation, individually (??CMC??), as the initial service agent (as such, the ??Servicer??), and as a provider of the performance commitment (in this capacity, the ??Performance guarantor??), STRUCTURAL METALS, INC., a Texas company (??SMI??), CMC STEEL FABRICATORS, INC., a Texas company (??CMC steel??), SMI STEEL LLC, an Alabama limited liability company (??SMI steel??), OWEN ELECTRIC STEEL COMPANY OF SOUTH CAROLINA, a company from South Carolina (??Electric owen??), AHT, INC., a Pennsylvania company (??AHT??), CMC STEEL OKLAHOMA, LLC, a Delaware limited liability company (??Oklahoma??), CMC STEEL US, LLC, a Delaware limited liability company (??CMC-US??),
and TAMCO, a Californian company (??TAMCO?? and with CMC, SMI, CMC Steel, SMI Steel, Owen Electric, Oklahoma and
CMC-US, the ??Existing Creators??), CMC POST OKLAHOMA, LLC, a Delaware limited liability company (??To post?? , and with the existing initiators, the ??Creators??), CMC RECEIVABLES, INC., a Delaware corporation (the ??SPE??), BANK WELLS FARGO, NA, a national banking association (??WFB?? or one ??Buyer??), TRUIST BANK, a bank in North Carolina (??Truist?? or one ??Buyer??), and WFB in its capacity as administrative agent of the Buyers (in this capacity, together with its successors and assigns in this capacity, the ??Administrative agent??).
A. The Existing Originators and the SPE are parties to this Debt Sale Agreement dated April 5, 2011 (as amended, updated or amended from time to time on ??Sales agreement??).
B. The performance guarantor and the SPE are parties to this performance commitment dated April 5, 2011 (as amended, updated or amended from time to time on ??Performance commitment??).
C. The SPE, the Servicing Agent, the Purchasers and the Administrative Agent are parties to this Receivables Purchase Agreement, dated April 5, 2011 (as amended, updated or amended from time to time, on ??Purchase agreement?? and, together with the performance commitment and the sales contract, the
D. Subject to the terms and subject to the conditions set out below, (1) Post wishes to enter into the sale contract as the initiator, (2) Truist wishes to enter into the purchase agreement as the purchaser, and ( 3) all parties hereto, we wish to modify and reword in their entirety each of the sales contracts, performance commitments and purchase contracts.
SO NOW, having regard to the premises and mutual covenants contained herein, and for any other valid and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein are used with the meanings assigned to them in the agreements.