WWW.EXFILE.COM, INC. -- 14069 -- SCHNITZER STEEL INDUSTRIES, INC. -- EXHIBIT 10.1 TO FORM 10-Q


    EXHIBIT
      10.1

    AMENDMENT
      NO. 1 TO LEASE

    3200
      Yeon

    This
      Amendment No. 1 to Lease is made as of the 1st day of
      February, 2004 and between SCHNITZER INVESTMENT CORP., an Oregon corporation
      (“Landlord”), and SCHNITZER STEEL INDUSTRIES, INC., an Oregon corporation
      (“Tenant”).

    RECITALS

    A.           Landlord
      and Tenant are parties to that a certain Lease dated
      August 7, 2003 with respect to the leasing of approximately 7,905 rentable
      square feet on the lower level and approximately 11,266 rentable square feel
      on
      the first floor of the building commonly known as 3200 NW Yeon Avenue, Portland,
      Oregon (the “Lease). The premises leased by Tenant under the Lease (the
“Premises”) is more particularly described on the Lease.

    B.            Landlord
      and Tenant desire to expand the Premises in accordance with the
      terms and conditions set forth in this Amendment No. 1 to Lease (this
“Amendment”). Capitalized terms used in this Amendment shall have the meanings
      given to them in the Lease, except as provided in this Amendment.

    AGREEMENT

    In
      consideration of the mutual covenants and conditions contained herein and for
      other good and valuable consideration, Landlord and Tenant agree as
      follows:

    
      
        
          
            	
                  	1.	
                    Expansion
                      of
                      Premises.

                  


          

        

      

    

    A.           Expansion
      of Premises. Effective as of February
      1, 2004, the Premises is expanded to include approximately 1,288 rentable square
      feet on the second floor level of the Building comprised of approximately 1,031
      rentable square feet in the area shown on the attached Exhibit A as the
“Permanent Expansion Premises” and approximately 257 rentable square feet in the
      area shown on the attached Exhibit A as the “Temporary Expansion Premises”. As
      of March 31, 2004, Tenant surrendered possession of the Temporary Expansion
      Premises to Landlord. Thus, as of April 1, 2004, Section 1.1(i) is revised
      to
      reflect an additional approximately 1,031 rentable square feet on the second
      floor level of the Building. Tenant shall have the right to terminate Tenant’s
      right to use the entire Permanent Expansion Premises at any time upon ninety
      (90) days prior written notice to Landlord. 

    B.            Rent
      During February and March 2004. For the
      months of February 2004 and March 2004, the monthly Base Rent is increased
      by
      $1,824.67 per month to $26,348.59; Tenant’s Share of Building (Section 1.1(o))
      is 66.48%; and Tenant’s Share of Project (Section 1.1(p)) is 7.59%.

    C.            Rent
      Commencing on April 1, 2004. From and after
      the month of April 2004, Section 1.1(o) of the Lease is revised to reflect
      that
      Tenant’s Share of Building is 65.64%; Section 1.1(p) of the Lease is revised to
      reflect that Tenant’s Share of the Project is 7.49%; and the monthly Base Rent
      payable with respect to the Premises is as follows (which replaces the table
      in
      Section 1.1(k) of the Lease):

    
      	
              Months

            	
              Rent
                PRSF (Annual)

            	
              Monthly
                Installments

            
	
               

            	
              Lower
                Level

            	
              First
                and Second Floor

            	
               

            
	
              4
                (April 2004) – 12

            	
              $13.00

            	
              $17.00

            	
              $25,984.50

            
	
              13-24

            	
              $13.33

            	
              $17.43

            	
              $26,642.53

            
	
              25-36

            	
              $13.66

            	
              $17.87

            	
              $27,310.81

            
	
              37-48

            	
              $14.00

            	
              $18.32

            	
              $27,995.92

            
	
              49-60

            	
              $14.35

            	
              $18.78

            	
              $28,697.87

            
	
              61-72

            	
              $14.71

            	
              $19.25

            	
              $29.416.65

            
	
              73-84

            	
              $15.08

            	
              $19.73

            	
              $30,152.27

            
	
              85-96

            	
              $15.45

            	
              $20.22

            	
              $30,898.13

            
	
              97-108

            	
              $15.84

            	
              $20.73

            	
              $31,667.67

            
	
              109-120

            	
              $16.24

            	
              $21.25

            	
              $32,474.04

            


    

     

    D.           Real
      Estate Brokers. Tenant and Landlord each
      represent and warrant to the other that there is no real estate broker or agent
      who is or may be entitled to any commission or finder’s 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    fee
      in connection with this Amendment and each shall indemnify and hold
      the other harmless from and against any and all claims, demands, losses,
      liabilities, lawsuits, judgments, costs and expenses (including without
      limitation, attorneys’ fees and costs) with respect to any leasing commission or
      equivalent compensation alleged to be owing on account of such party’s
      discussions, negotiations and/or dealings with any real estate broker or agent.
      

    
      	
               

            	
              2.

            	
              Tenant
                Representations. Tenant
                represents and warrants that:

            


    

    A.           Due
      Authorization. Tenant has full power and
      authority to enter into this Amendment without the consent of any other person
      or entity;

    
      
        
          B.   No
            Assignment. Tenant
            has not assigned the Lease, or sublet the
            premises;

        

      

    

    C.            No
      Default. Tenant is not in default of the Lease
      and Tenant acknowledges that Landlord is not in default of the Lease; and


    D.           Binding
      Effect. The Lease is binding on Tenant
      and is in full force and effect, and Tenant has no defenses to the enforcement
      of the Lease.

    
      	
               

            	
              3.

            	
              General
                Provisions

            


    

    A.           Attorneys'
      Fees. If a suit or an action is
      instituted in connection with any dispute arising out of this Amendment or
      the
      Lease or to enforce any rights hereunder or thereunder, the prevailing party
      shall be entitled to recover such amount as the court may adjudge reasonable
      as
      attorneys' and paralegals' fees incurred in connection with the preparation
      for
      and the participation in any legal proceedings (including, without limitation,
      any arbitration proceedings or court proceedings, whether at trial or on any
      appeal or review), in addition to all other costs or damages
      allowed.

    B.            Execution
      in Counterparts. This Amendment may be
      executed in counterparts and when each party has signed and delivered at least
      one such executed counterpart to the other party at the party's address set
      forth above, then each such counterpart shall be deemed an original, and, when
      taken together with the other signed counterpart, shall constitute one agreement
      which shall be binding upon and effective as to all signatory
      parties.

    C.            Effect
      of Amendment. The Lease is unmodified
      except as expressly set forth in this Amendment. Except for the modifications
      to
      the Lease set forth in this Amendment, the Lease remains in full force and
      effect. To the extent any provision of the Lease conflicts with or is in any
      way
      inconsistent with this Amendment, the Lease is deemed to conform to the terms
      and provisions of this Amendment.

    D.           Binding
      Effect. The provisions of this Amendment
      shall be binding upon and inure to the benefit of the parties and their
      respective successors and assigns and no amendment to this Amendment shall
      be
      binding upon the parties unless in the form of a writing executed by each party
      hereto.

    E.            Integration.
      This Amendment contains the entire
      agreement and understanding of the parties with respect to the matters described
      herein, and supersedes all prior and contemporaneous agreements between them
      with respect to such matters.

    IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
      of the date first above written.

    
      	
              Landlord:

            	
              Tenant:

            
	
              SCHNITZER
                INVESTMENT CORP., an Oregon
                corporation

            	
              SCHNITZER
                STEEL INDUSTRIES, INC., an
                Oregon corporation

            
	
              By:                                          
                                                

Its:                                          
                                                

Date:                                          
                                            

            	
              By:                                                                           

Its:           
                                                                
                              

Date:                                                                       

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    3200
      NW Yeon Building 

    Second
      Floor 

     

    Floor
      Plan