AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT
4.1
AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of July 3, 2007, by and among SCHNITZER STEEL INDUSTRIES,
INC., an Oregon corporation (the “Borrower”), BANK OF AMERICA, N.A., a
national banking association (“Bank of America”), XXXXX FARGO BANK,
NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo”),
U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S.
Bank”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a banking corporation
organized under the laws of Japan (“BTM”), CITICORP USA, INC., a Delaware
corporation (“Citicorp”), FIRST HAWAIIAN BANK, a Hawaii corporation
(“First Hawaiian”), COMERICA WEST INCORPORATED, a Delaware corporation
(“Comerica”), HSBC BANK USA, N.A., a national banking association
(“HSBC Bank”), JPMORGAN CHASE BANK, N.A., a national banking association
(“JPMorgan Chase”), THE NORTHERN TRUST COMPANY, an Illinois banking
corporation (“Northern Trust”), PNC BANK, NATIONAL ASSOCIATION, a
national banking association (“PNC Bank” and together with Bank of
America, Xxxxx Fargo, U.S. Bank, BTM, Citicorp, First Hawaiian, Comerica, HSBC
Bank, JPMorgan Chase and Northern Trust collectively, the “Lenders” and
individually, a “Lender”), and BANK OF AMERICA, N.A., as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”) and
as issuer of letters of credit (in such capacity, the “L/C
Issuer”).
RECITALS
A. The
Borrower, the Lenders, the Administrative Agent and the L/C Issuer are parties
to that certain Amended and Restated Credit Agreement dated as of
November 8, 2005 (as the same has been or may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”), pursuant to which the Lenders have agreed to make revolving
loans and the L/C Issuer has agreed to issue letters of credit to or for the
account of the Borrower.
B. The
Borrower has requested that the Lenders, the L/C Issuer and the Administrative
Agent amend the Credit Agreement to reduce the Applicable Rate (as defined
in
the Credit Agreement), extend the Maturity Date (as defined in the Credit
Agreement), increase the amount of the Aggregate Commitments and to modify
certain covenants contained in the Credit Agreement binding upon the Borrower,
which the Lenders, the Administrative Agent and the L/C Issuer have agreed
to
do, subject to the terms and conditions set forth below.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:
AGREEMENT
1. Definitions;
Interpretation. Capitalized terms not otherwise defined in
this Amendment shall have the meanings given in the Credit Agreement as amended
by this Amendment. The rules of construction and interpretation
specified in Sections 1.02 and 1.05 of the Credit Agreement
also apply to this Amendment and are incorporated herein by this
reference.
1
2. Amendments
to Credit Agreement. The Credit Agreement is amended as
follows:
(a) Amendment
to Definitions. In Section 1.01, amendments are made
to the definitions as follows:
(i) Applicable
Rate. The table set forth in the definition of “Applicable Rate”
is amended and restated as follows:
|
Applicable
Rate
|
||||
|
Pricing
Level
|
Consolidated
Leverage Ratio
|
Commitment
Fee
|
Eurocurrency
Rate +
Standby
Letters of Credit
|
Base
Rate +
|
|
1
|
<0.20:1
|
0.100%
|
0.500%
|
0.000%
|
|
2
|
³0.20:1
but
<0.30:1
|
0.125%
|
0.625%
|
0.000%
|
|
3
|
³0.30:1
but
<0.40:1
|
0.150%
|
0.750%
|
0.000%
|
|
4
|
³0.40:1
but
<0.50:1
|
0.200%
|
1.000%
|
0.000%
|
|
5
|
³0.50:1
|
0.250%
|
1.250%
|
0.000%
|
(ii) Consolidated
EBITDA. The definition of “Consolidated EBITDA” is added to read
as follows:
“Consolidated
EBITDA” has the meaning specified in the definition of “Consolidated Fixed
Charge Coverage Ratio.”
(iii) Consolidated
Funded Debt to EBITDA Ratio. The definition of “Consolidated
Funded Debt to EBITDA Ratio” is added to read as follows:
“Consolidated
Funded Debt to EBITDA Ratio” means, as of any date of determination, the
ratio of (a) Consolidated Funded Indebtedness as of such date to
(b) Consolidated EBITDA for the period of the four fiscal quarters most
recently ended.
(iv) Maturity
Date. The definition of “Maturity Date” is amended and restated
to read as follows:
“Maturity
Date” means July 3, 2012.
(b) Amendment
to Section 7.06. Subsection (g) of Section 7.06
is amended and restated to read as follows:
(g) the
Borrower may purchase, redeem or otherwise acquire for cash Equity Interests
issued by it; provided, however, that if as of the end of the most
2
recently
completed fiscal quarter of the Borrower the Consolidated Funded Debt to EBITDA
Ratio is greater than 2.00 to 1.00, then the Borrower shall not purchase, redeem
or otherwise acquire Equity Interests issued by it if such purchase, redemption
or other acquisition when taken together with all prior purchases, redemptions
and other acquisitions of such Equity Interests made by the Borrower after
the
Closing Date would exceed the greater of (i) $150,000,000 or (ii) 15%
times the amount of the Consolidated Net Worth as of the end of the most
recently completed fiscal year of the Borrower.
(c) Amendment
to Section 7.11. Subsection (a) of Section 7.11
is amended and restated to read as follows:
(a) Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio to be
greater than 0.55 to 1.00 as of the end of any fiscal quarter of the Borrower
for which the Borrower has delivered financial statements pursuant to
Section 6.01(a) or 6.01(b).
(d) Amendment
to Schedule. Schedule 2.01 attached to the Credit
Agreement is hereby deleted in its entirety and replaced with
Schedule 2.01 attached to this Amendment, which are incorporated
into the Credit Agreement by this reference.
3. Conditions
to Effectiveness. Notwithstanding anything contained herein
to the contrary, this Amendment shall become effective as of July 3, 2007
(for purposes of this Amendment and Section 2.14 of the Credit
Agreement, the “Increase Effective Date”); provided that each of
the following conditions is fully and concurrently satisfied not later than
5:00
p.m., Seattle time, on July 20, 2007:
(a) Delivery
of Amendment. The Borrower, each of the Lenders and the
Administrative Agent shall have executed and delivered counterparts of this
Amendment to the Administrative Agent;
(b) Payment
of Fees. The Borrower shall have paid to the Administrative Agent
for the account of Lenders in proportion to their Applicable Percentage an
amendment fee in the amount set forth in the letter agreement, dated
May 21, 2007, among the Borrower, the Administrative Agent and the
Arranger, which amendment fee shall be deemed fully earned when due and
non-refundable when paid;
(c) Certificates
and Resolutions. The Administrative Agent shall have received (in
sufficient copies for each Lender) in form and substance reasonably satisfactory
to it:
(i) a
certificate of each Loan Party dated as of the Increase Effective Date signed
by
a Responsible Officer of such Loan Party (A) certifying and attaching the
resolutions adopted by such Loan Party approving or consenting to the increase
the amount of the Aggregate Commitments provided for in Section 2(d)
of this Amendment and (B) establishing the identity of and verifying the
capacity of each Responsible Officer of such Loan Party authorized to act as
a
Responsible Officer in connection this Amendment; and
3
(ii) such
evidence as the Administrative Agent may reasonably require to verify that
each
Loan Party is duly organized or formed, validly existing, in good standing,
if
applicable, and qualified to engage in business in each jurisdiction in which
it
is required to be qualified to engage in business, including a certificate
of
each Loan Party dated as of the Increase Effective Date signed by a Responsible
Officer of such Loan Party certifying that the Organization Documents of each
of
the Loan Parties delivered to the Administrative Agent as a condition to closing
the Credit Agreement have not been modified, or if modified, attaching copies
of
each of the documents that modified the Organization Documents of such Loan
Party, and are in full force and effect on the date of this Amendment, and
certificates of good standing and/or qualification to engage in
business;
(iii) a
certificate of Borrower dated as of the Increase Effective Date signed by a
Responsible Officer of Borrower certifying that (A) the representations of
the Borrower as set forth in Article V of the Credit Agreement (as
amended herein) shall be true on and as of the Increase Effective Date, except
to the extent that such representations and warranties specifically refer to
an
earlier date, in which case they are true and correct as of such earlier date,
and except that, the representations and warranties contained in subsections
(a)
and (b) of Section 5.05 of the Credit Agreement shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Credit Agreement and
(B) no Default shall have occurred and be continuing or will occur as a
result of the execution of this Amendment; and
(d) Consent
of Guarantors. The Administrative Agent shall have received the
Consent of Guarantors in the form of Exhibit A attached hereto,
executed by each of the Guarantors;
(e) Reimbursement
for Expenses. The Borrower shall have reimbursed the
Administrative Agent for all expenses actually incurred by Administrative Agent
in connection with the preparation of this Amendment and the other Loan
Documents and shall have paid all other amounts due and owing under the Loan
Documents;
(f) Other
Documents. The Administrative Agent and the Lenders shall have
received such other documents, instruments, and undertakings as the
Administrative Agent and such Lender may reasonably request.
4. Administrative
Agent Authorization. The Lenders hereby authorize and
instruct the Administrative Agent to execute and deliver this
Amendment.
5. No
Further Amendment. Except as expressly modified by this
Amendment, the Credit Agreement and the other Loan Documents shall remain
unmodified and in full force and effect and the parties hereby ratify their
respective obligations thereunder.
6. Reservation
of Rights. The Borrower acknowledges and agrees that the
execution and delivery by the Administrative Agent, the Lenders and the L/C
Issuer of this Amendment shall not be deemed to create a course of dealing
or
otherwise obligate the
4
Administrative
Agent, any Lender or the L/C Issuer to forbear or execute similar amendments
under the same or similar circumstances in the future.
7. Miscellaneous.
(a) Integration. This
Amendment, together with the other Loan Documents, comprise the complete and
integrated agreement of the parties on the subject matter hereof and thereof
and
supersedes all prior agreements, written or oral, on such subject
matter.
(b) Severability. Any
provision of this Amendment that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
(c) Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
(d) Governing
Law. This Amendment shall be governed by and construed in
accordance with, the law of the state of Washington applicable to agreements
made and to be performed entirely within such state; provided that the
Administrative Agent, each Lender and the L/C Issuer shall retain all rights
arising under Federal law.
(e) Oral
Agreements Not Enforceable.
ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FOREBEAR
FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
IN
WITNESS WHEREOF, the Borrower, the Administrative Agent, the Lenders and
the L/C Issuer signing below have caused this Amendment to be duly executed
as
of the date first above written.
|
SCHNITZER
STEEL INDUSTRIES, INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
5
|
BANK
OF AMERICA, N.A., as
Administrative
Agent
By:
/s/ XXXX X. XXXXX
Name:
Xxxx X. Xxxxx
Title:
Vice President
|
|
BANK
OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line
Lender
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Senior Vice President
|
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:
/s/ XXXXX X. XXXXXXX
Name:
Xxxxx X. Xxxxxxx
Title:
Vice President
|
|
U.S.
BANK NATIONAL ASSOCIATION, as a Lender
By:
/s/ XXXXXX XXXXX
Name:
Xxxxxx Xxxxx
Title:
Vice President
|
6
|
THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a
Lender
By:
/s/ XXXXXXX XXXXXXXXX
Name:
Xxxxxxx Xxxxxxxxx
Title:
Deputy General Manager
|
|
CITICORP
USA, INC., as a Lender
By:
/s/ XXXXX XXXXXXXX
Name:
Xxxxx Xxxxxxxx
Title:
Vice President
|
|
FIRST
HAWAIIAN BANK, as a Lender
By:
/s/ XXXXX X.X. XXXXX
Name:
Xxxxx X.X. Xxxxx
Title:
Vice President
|
|
COMERICA
WEST INCORPORATED, as a Lender
By:
/s/ XXX X. XXXXXXX
Name:
Xxx X. Xxxxxxx
Title:
Assistant Vice President
|
|
HSBC
BANK USA, N.A., as a Lender
By:
/s/ XXXX XXXXXXXX
Name:
Xxxx Xxxxxxxx
Title:
VP
|
7
|
JPMORGAN
CHASE BANK, N.A., as a Lender
By:
/s/ XXXXX XXXXX
Name:
Xxxxx Xxxxx
Title:
Vice President
|
|
THE
NORTHERN TRUST COMPANY, as a Lender
By:
/s/ XXXXXXX XXXXX
Name:
Xxxxxxx Xxxxx
Title:
Vice President
|
|
PNC
BANK, NATIONAL ASSOCIATION, as a Lender
By:
/s/ XXXX X. XXX XXXX
Name:
Xxxx X. Xxx Xxxx
Title:
Credit Officer
|
8
SCHEDULE
2.01
COMMITMENTS
AND
APPLICABLE PERCENTAGES
|
Lender
|
Commitment
|
Applicable
Percentage
|
||||||
|
Bank
of America, N.A.
|
$ |
82,500,000
|
18.333333333 | % | ||||
|
Xxxxx
Fargo Bank, National Association
|
$ |
67,500,000
|
15.000000000 | % | ||||
|
U.S.
Bank National Association
|
$ |
50,000,000
|
11.111111110 | % | ||||
|
The
Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
$ |
50,000,000
|
11.111111110 | % | ||||
|
Citicorp
USA, Inc.
|
$ |
45,000,000
|
10.000000000 | % | ||||
|
First
Hawaiian Bank
|
$ |
30,000,000
|
6.666666667 | % | ||||
|
Comerica
West Incorporated
|
$ |
25,000,000
|
5.555555556 | % | ||||
|
HSBC
Bank USA, N.A.
|
$ |
25,000,000
|
5.555555556 | % | ||||
|
JPMorgan
Chase Bank, N.A.
|
$ |
25,000,000
|
5.555555556 | % | ||||
|
The
Northern Trust Company
|
$ |
25,000,000
|
5.555555556 | % | ||||
|
PNC
Bank, National Association
|
$ |
25,000,000
|
5.555555556 | % | ||||
|
Total
|
$ |
450,000,000
|
100.000000000 | % | ||||
1
EXHIBIT
A
CONSENT
OF GUARANTORS
This
CONSENT OF GUARANTORS (this “Consent”) is entered into as of July 3, 2007,
by MANUFACTURING MANAGEMENT, INC., an Oregon corporation
(“Manufacturing”), GENERAL METALS OF TACOMA, INC., a Washington
corporation (“General Metals”), CASCADE STEEL ROLLING XXXXX, INC., an
Oregon corporation (“Cascade”), NORPROP, INC., an Oregon corporation
(“Norprop”), JOINT VENTURE OPERATIONS, INC., a Delaware corporation
(“JV Operations”), PROLERIDE TRANSPORT SYSTEMS, INC., a Delaware
corporation (“Proleride”), PROLER STEEL, INC., a Delaware corporation
(“Proler Steel”), PROLER INTERNATIONAL CORP., a Delaware corporation
(“Proler International”), PNP COMMERCIAL ACQUISITION, LLC, a Delaware
limited liability company (“PNP”), PROLERIZED NEW ENGLAND COMPANY, LLC, a
Delaware limited liability company (“Prolerized”), SCHNITZER GLOBAL
EXCHANGE CORP., a Delaware corporation (“Global Exchange”), XXXXXXXXX
AUTO RECYCLERS, LLC, a Delaware limited liability company (“Xxxxxxxxx”),
PICK-N-PULL AUTO DISMANTLERS, a California general partnership (“Auto
Dismantlers”), PICK AND PULL AUTO DISMANTLING, INC., a California
corporation (“Auto Dismantling”), REGIONAL RECYCLING, INC., an Oregon
corporation (“Regional Recycling”), SCHNITZER SOUTHEAST, LLC, a Georgia
limited liability company (“Schnitzer Southeast”), TTS RECYCLING LLC, a
Delaware limited liability company (“TTS”), SCHNITZER STEEL HAWAII CORP.,
a Delaware corporation (“Schnitzer Hawaii”), PICK-N-PULL AUTO
DISMANTLERS, STOCKTON, LLC, a California limited liability company
(“Stockton”), METALS RECYCLING L.L.C., a Rhode Island limited liability
company (“Metals Recycling” and together with Manufacturing, General
Metals, Cascade, Norprop, JV Operations, Proleride, Proler Steel, Proler
International, PNP, Prolerized, Global Exchange, Xxxxxxxxx, Auto Dismantlers,
Auto Dismantling, Regional Recycling, Schnitzer Southeast, TTS, Schnitzer Hawaii
and Stockton, collectively, the “Guarantors” and individually, a
“Guarantor”), and BANK, to and in favor of BANK OF AMERICA, N.A., a
national banking association (“Bank of America”), XXXXX FARGO BANK,
NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo”),
U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S.
Bank”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a banking corporation
organized under the laws of Japan (“BTM”), CITICORP USA, INC., a Delaware
corporation (“Citicorp”), FIRST HAWAIIAN BANK, a Hawaii corporation
(“First Hawaiian”), COMERICA WEST INCORPORATED, a Delaware corporation
(“Comerica”), HSBC BANK USA, N.A., a national banking association
(“HSBC Bank”), JPMORGAN CHASE BANK, N.A., a national banking association
(“JPMorgan Chase”), THE NORTHERN TRUST COMPANY, an Illinois banking
corporation (“Northern Trust”), PNC BANK, NATIONAL ASSOCIATION, a
national banking association (“PNC Bank” and together with Bank of
America, Xxxxx Fargo, U.S. Bank, BTM, Citicorp, First Hawaiian, Comerica, HSBC
Bank, JPMorgan Chase and Northern Trust collectively, the “Lenders” and
individually, a “Lender”), and BANK OF AMERICA, N.A., as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”) and
as issuer of letters of credit under the Credit Agreement (in such capacity,
the
“L/C Issuer”).
1
RECITALS
X. Xxxxxxxxx
Steel Industries, Inc., an Oregon corporation (the “Borrower”), the
Lenders, the Administrative Agent and the L/C Issuer are parties to that certain
Amended and Restated Credit Agreement dated as of November 8, 2005 (as the
same has been or may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), pursuant to which the Lenders
have agreed to make revolving loans and the L/C Issuer has agreed to issue
letters of credit to or for the account of the Borrower.
B. In
connection with and as a condition to the obligation of the Lenders to make
loans and the L/C Issuer to issue letters of credit under the Credit Agreement,
each Guarantor entered into or became a party to that certain Amended and
Restated Continuing Guaranty dated as of November 8, 2005 (as the same has
been or may be amended, restated, supplemented or otherwise modified from time
to time, the “Guaranty”), pursuant to which each Guarantor has
guaranteed, among other things, the indebtedness, liabilities and obligations
of
the Borrower arising pursuant to the Credit Agreement and related
documents.
C. The
Borrower, the Lenders, the Administrative Agent and the L/C Issuer intend to
enter into that certain Amendment to Amended and Restated Credit Agreement
dated
as of July 3, 2007 (the “Amendment”), pursuant to which, among other
things, the Borrower, the Lenders, the L/C Issuer and the Administrative Agent
will amend the Credit Agreement to reduce the Applicable Rate (as defined in
the
Credit Agreement), extend the Maturity Date (as defined in the Credit Agreement)
and to modify certain covenants contained in the Credit Agreement binding upon
the Borrower.
D. It
is a condition precedent to the effectiveness of the Amendment that each
Guarantor enter into this Consent.
NOW
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration receipt of which is hereby acknowledged, each Guarantor agrees
as
follows:
AGREEMENT
1. Definitions. Capitalized
terms not otherwise defined in this Consent shall have the meanings given in
the
Guaranty, and if not defined therein shall have the meanings given in the Credit
Agreement.
2. Consent. Each
Guarantor hereby acknowledges that it has received a copy of the Amendment
and
hereby consents to its contents, including all prior and current amendments
to
the Credit Agreement (notwithstanding that such consent is not
required).
3. Ratification
and Confirmation. Each Guarantor hereby ratifies and
confirms that its indebtedness, liabilities and obligations to each Lender,
the
Administrative Agent and the L/C Issuer arising under the Guaranty and the
other
Loan Documents to which the Guarantor is a party. Each Guarantor
hereby confirms and agrees that its guarantee of the Obligations (as defined
in
the Guaranty to which such Guarantor is a party) remains in full force and
effect, and that such Obligations shall include, without limitation, the
indebtedness, liabilities and
2
obligations
of the Borrower to each Lender, the Administrative Agent and the L/C Issuer
arising under the Credit Agreement, as amended by the Amendment.
4. Representations
and Warranties. The Guarantor hereby represents and warrants
to the Administrative Agent, each of the Lenders and the L/C Issuer that each
of
the representations and warranties set forth the Guaranty to which it is a
party
is true and correct as if made on and as of the date of this
Consent.
5. Governing
Law. This Consent shall be governed by and construed in
accordance with, the law of the state of Washington applicable to agreements
made and to be performed entirely within such state; provided that the
Administrative Agent, each Lender and the L/C Issuer shall retain all rights
arising under Federal law.
6. Severability. Any
provision of this Consent that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
7. Oral
Agreements Not Enforceable.
ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FOREBEAR
FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
IN
WITNESS WHEREOF, each Guarantor has caused this Consent to be duly executed
as of the date first above written.
|
MANUFACTURING
MANAGEMENT, INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
GENERAL
METALS OF TACOMA, INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
3
|
CASCADE
STEEL ROLLING XXXXX, INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
NORPROP,
INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
JOINT
VENTURE OPERATIONS, INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
PROLERIDE
TRANSPORT SYSTEMS, INC.
By:
/s/ XXXXXX X. XXXXXXX
Name:
Xxxxxx X. Xxxxxxx
Title:
Chairman of the Board
|
|
PROLER
STEEL, INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
4
|
PROLER
INTERNATIONAL CORP.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
PNP
COMMERCIAL ACQUISITION, LLC
By:
/s/ XXX XXXXXX
Name:
Xxx Xxxxxx
Title:
Secretary
|
|
PROLERIZED
NEW ENGLAND COMPANY, LLC
By: Proleride
Transport Systems, Inc.
Its: Member
By:
/s/ XXXXXX X. XXXXXXX
Name:
Xxxxxx X. Xxxxxxx
Title:
Chairman of the Board
By: TTS
Recycling, LLC
Its: Member
By:
/s/ XXXXXX X. XXXXXXX
Name:
Xxxxxx X. Xxxxxxx
Title:
President & CEO
|
|
SCHNITZER
GLOBAL EXCHANGE CORP.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
5
|
XXXXXXXXX
AUTO RECYCLERS, LLC
By:
/s/ XXXXXX XXXX
Name:
Xxxxxx Xxxx
Title:
Chief Financial Officer
|
|
PICK-N-PULL
AUTO DISMANTLERS
By: Norprop,
Inc.
Its: General
Partner
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
PICK
AND PULL AUTO DISMANTLING, INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
REGIONAL
RECYCLING, INC.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
SCHNITZER
SOUTHEAST, LLC
By:
Regional Recycling, Inc.
Its:
Sole
Member
By:
/s/
XXXXXXX X.
XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
6
|
TTS
RECYCLING LLC
By:
/s/ XXXXXX X. XXXXXXX
Name:
Xxxxxx X. Xxxxxxx
Title:
President & CEO
|
|
SCHNITZER
STEEL HAWAII CORP.
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
PICK-N-PULL
AUTO DISMANTLERS, STOCKTON, LLC
By:
/s/ XXXXXXX X. XXXXXXXXX
Name:
Xxxxxxx X. Xxxxxxxxx
Title:
Secretary
|
|
METALS
RECYCLING L.L.C.
By:
/s/ XXXXXX X. XXXXXXX
Name:
Xxxxxx X. Xxxxxxx
Title:
Sole Manager
|
7
