SCHNITZER STEEL INDUSTRIES, INC. AMENDED AND RESTATED SCHEDULE 13G FILING AGREEMENT AND POWER OF ATTORNEY
EXHIBIT
A
SCHNITZER
STEEL INDUSTRIES, INC.
AMENDED
AND RESTATED
This
AMENDED AND RESTATED SCHEDULE 13G FILING AGREEMENT AND POWER OF ATTORNEY (the
“Agreement”) is entered into as of December 31, 2005 by and among the
undersigned beneficial owners (the “Beneficial Owners”) of Class B Common Stock
of Schnitzer Steel Industries, Inc. (the “Company”).
WHEREAS,
the Beneficial Owners have sole or shared voting or dispositive power over
an
aggregate of 7,115,171 shares of Class B Common Stock of the Company
deposited in the Schnitzer Steel Industries, Inc. Voting Trust (the “Voting
Trust”), which shares are convertible into Class A Common Stock of the
Company representing more than five percent of the outstanding Class A
Common Stock;
WHEREAS,
as a result of their participation in the Voting Trust, the Beneficial Owners
may be deemed to be a group required to file a Schedule 13G and annual
amendments thereto with the Securities and Exchange Commission to report their
beneficial ownership of shares of Class A Common Stock, and the Beneficial
Owners desire to jointly file such Schedule 13G and any amendments thereto;
and
WHEREAS,
the Beneficial Owners are parties to that certain Schedule 13G Filing Agreement
And Power Of Attorney dated as of March 31, 1994, as amended (the “Prior
Agreement”), pursuant to which an original Schedule 13G reporting beneficial
ownership as of December 31, 1993 and 11 annual amendments thereto were filed,
and now desire to update, amend and restate the Prior Agreement;
NOW,
THEREFORE, the Beneficial Owners agree to amend and restate the Prior Agreement
as follows:
1. Joint
Filing Agreement.
The
Beneficial Owners hereby agree that Amendment No. 12 to Schedule 13G to be
filed
to report their beneficial ownership as of December 31, 2005 of
Class A Common Stock of the Company is, and any amendments thereto or any
future Schedule 13Gs or amendments thereto signed by each of the undersigned
personally or through an attorney-in-fact shall be, filed on behalf of each
of
them pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934.
2. Power
of Attorney.
Each
Beneficial Owner hereby constitutes and appoints Xxxx X. Xxxxxx, Xxxxxxx
Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxxxx, Xxxxx Xxxx and Xxxxx Xxxxxxxx, and any one
of
them, as his or her true and lawful attorney, agent and attorney-in-fact for
the
purpose of executing and delivering in the name and on behalf of the undersigned
all documents required to be filed with the Securities and Exchange Commission
pursuant to Section 13(g) of the Securities Exchange Act of 1934 in connection
with the reporting of beneficial
ownership by the undersigned of Class A Common Stock of the Company,
including specifically, but without limitation thereto, power and authority
to
sign the undersigned’s name as attorney-in-fact to Amendment No. 12 to Schedule
13G to be filed to report beneficial ownership as of
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December 31,
2005 of Class A Common Stock of the Company and to any amendments thereto,
and to any future Schedule 13G or amendments thereto as may be required under
the Securities Exchange Act of 1934, and to any joint filing agreements among
the undersigned relating to such documents, and to file any such statement,
amendment or agreement with the Securities and Exchange Commission. The
undersigned ratifies and confirms all that such attorney and agent shall do
or
cause to be done by virtue hereof.
3. Additional
Parties.
Any
person who becomes a beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) of shares of Class B Common Stock of the
Company deposited in the Voting Trust may, by execution of a counterpart
signature page to this Agreement, become a party to this Agreement. Each
Beneficial Owner consents and agrees to the automatic amendment of this
Agreement to add as a party any such person who shall thereafter be considered
a
Beneficial Owner under this Agreement.
4. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
only one legal instrument.
IN
WITNESS
WHEREOF, the parties have executed this Agreement as of the date first above
written.
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XXX SCHNITZER
Xxxxxx
Xxx Schnitzer
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MARDI
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