SCHNITZER STEEL INDUSTRIES, INC. AMENDED AND RESTATED SCHEDULE 13G FILING AGREEMENT AND POWER OF ATTORNEY
EXHIBIT
A
SCHNITZER
STEEL INDUSTRIES, INC.
AMENDED
AND RESTATED
SCHEDULE
13G FILING AGREEMENT AND POWER OF ATTORNEY
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 ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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
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.
|
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇
|
SCHEDULE 13G FILING AGREEMENT AND
POWER OF ATTORNEY - PAGE 2
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
SCHEDULE 13G FILING AGREEMENT AND
POWER OF ATTORNEY - PAGE 3
|
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ SCHNITZER
▇▇▇▇▇▇
▇▇▇ Schnitzer
MARDI ▇. ▇▇▇▇▇▇▇▇▇
Mardi
▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇
Schnitzer ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
SCHEDULE 13G FILING AGREEMENT AND
POWER OF ATTORNEY - PAGE 4
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
PARTIES
ADDED PURSUANT TO SECTION 3 FOR 12/31/06 SCHEDULE 13G:
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
PARTY
ADDED PURSUANT TO SECTION 3 FOR 12/31/08 SCHEDULE 13G:
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
|
SCHEDULE 13G FILING AGREEMENT AND POWER OF ATTORNEY - PAGE 5