WWW.EXFILE.COM, INC. -- 14069 -- SCHNITZER STEEL INDUSTRIES, INC. -- EXHIBIT 10.2 TO FORM 10-Q


    EXHIBIT
      10.2

    AMENDMENT
      NO. 2 TO YEON BUSINESS CENTER LEASE AGREEMENT

    (3200
      NW Yeon)

    
      	
              DATED:

            	
              ____________,
                2005

            


    

    
      	
              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 a Yeon Business Center (3200 NW Yeon)
      Lease Agreement dated August 7, 2003 (the “Lease
      Agreement”), as amended by an Amendment No. 1 to Lease
      dated February 1, 2004 (the “First
      Amendment”). The Lease Agreement and the First Amendment
      are collectively referred to as the “Lease” in this Amendment No. 2 to Yeon
      Business Center Lease Agreement (the “Amendment”).

    B.           Landlord
      and Tenant have agreed to expand the Premises by adding to the
      Premises approximately 10,572 rentable square feet in the Building (the
“Expansion Space”), on the terms
      and conditions set forth in this Amendment. After such expansion, Tenant will
      be
      the sole tenant in the Building.

    C.           Capitalized
      terms which are used in this Amendment and which are defined
      in the Lease shall have the meanings given to them in the Lease, unless
      expressly amended by this Amendment.

    Agreements:

    NOW,
      THEREFORE, in consideration of the mutual promises of the parties
      set forth in this Amendment, the receipt and sufficiency of which are
      acknowledged, the parties agree as follows:

    
      	
               

            	
              1.

            	
              Design
                of Expansion Space Tenant
                Improvements

            


    

    1.1          General.
      Tenant has retained Yost Grube Hall (the
“Architect”) to design its
      improvements to the Expansion Space (the “Expansion Space
      Tenant Improvements”). Tenant shall cause the Architect
      to prepare the necessary drawings, including without limitation, Basic Plans
      and
      Working Plans as described below for the Expansion Space Tenant Improvements
      (the “Plans”). The Plans are
      subject to Landlord’s written approval, which shall not be unreasonably
      withheld. Throughout the process of design and construction of the Expansion
      Space Tenant Improvements, Kelly Lang (“Tenant’s
      Construction Representative”) shall be available, or
      shall make his representative available, for onsite and telephone 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    consultations
      and decisions as necessary. Tenant’s Construction
      Representative shall have the authority to bind Tenant as to all matters
      relating to the Expansion Space Tenant Improvements.

    1.2          Basic
      Plans. Tenant shall deliver the Basic Plans
      to Landlord by October 12, 2005. The Basic Plans shall clearly identify and
      locate on the Basic Plans (i) any equipment requiring special plumbing or
      mechanical systems, areas subject to above normal loads, special openings in
      the
      floor, ceiling, or walls, and other major or special features; and
      (ii) locations of telephone and electrical receptacles, outlets, and other
      items requiring electrical power (for special conditions and equipment, power
      requirements, and manufacturer’s model numbers must be included). Landlord shall
      review the Basic Plans and shall, in writing within five business days after
      receipt, either approve the Basic Plans (which approval shall not be
      unreasonably withheld, conditioned or delayed) or reject them, in which case
      Landlord shall specify in reasonable detail the deficiencies in the Basic Plans
      as submitted. If the Basic Plans are rejected, Tenant shall resubmit required
      changes to the Basic Plans within five business days after Landlord’s rejection
      until Landlord’s reasonable approval has been obtained. 

    1.3          Working
      Plans. On or before the date that is the
      later of (a) five business days after Landlord’s approval of the Basic
      Plans or (b) November 1, 2005, Tenant shall cause the Architect to
      produce and deliver to Landlord full working drawings for construction
      sufficient to obtain all necessary permits and with sufficient detail to
      construct the Expansion Space Tenant Improvements in compliance with the
      approved Basic Plans, including specifications for every item included on the
      Basic Plan (the “Working Plans”).

    1.4            Construction
      of Expansion Space Tenant Improvements. Upon completion of the Working Plans, and subject
      to Tenant’s prior,
      written approval of the original budgeted cost (the “Initial Budget”), Landlord
      shall construct the Expansion Space Tenant Improvements. Tenant agrees to
      respond to Landlord’s request for approval of the Initial Budget within five
      business days of Landlord’s written request therefor. No changes to the Plans or
      Initial Budget shall be made except with the approval of both Landlord and
      Tenant. The parties acknowledge that the total cost and of, and Initial Budget
      for, planning, designing, permitting, installing and constructing (including
      labor and materials) the Expansion Space Tenant Improvements may exceed the
“TI
      Allowance” (defined below). Landlord shall cause the Expansion Space Tenant
      Improvements to be completed in a good and workmanlike manner and in compliance
      with the building permit issued therefor (if any) by the City of Portland.
      Landlord shall use commercially reasonable efforts to minimize disruption of
      the
      conduct of Tenant’s business in the Building during the construction of the
      Expansion Space Tenant Improvements. Tenant acknowledges that all overtime
      costs
      incurred to comply with this requirement shall be included in the total costs
      of
      the Expansion Space Tenant Improvements. However, Landlord and Tenant shall
      work
      collaboratively to determine whether Tenant would prefer business disruption
      rather than overtime costs. Tenant shall cooperate and coordinate with Landlord
      to minimize disruption of the conduct of Tenant’s business in the Building
      during the construction.

    1.5          Payment
      of Tenant Improvements Costs. Landlord
      shall pay up to $105,720.00 (the “TI
      Allowance”) towards the costs of designing and
      constructing the Expansion Space Tenant Improvements which costs shall include
      all costs, fees, and expenses incurred by Landlord in connection with the
      planning, design, permitting, installation, labor, materials and construction
      of
      the Expansion Space Tenant Improvements, which costs, fees and expenses
      shall 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    include
      construction supervision fees paid to Landlord’s property
      manager, Schnitzer Northwest, LLC. Construction supervision fees paid to
      Schnitzer Northwest, LLC, inclusive of Landlord’s overhead charges and overhead
      costs of Schnitzer Northwest, LLC (if any), shall not exceed five percent (5%)
      of the total cost of designing and constructing the Expansion Space Tenant
      Improvements. Landlord shall apply the total amount of the TI Allowance toward
      payment of costs of designing and constructing the Expansion Space Tenant
      Improvements as those charges become due and payable, and thereafter, Landlord
      shall pay, as due, the costs of designing and constructing the Expansion Space
      Tenant Improvements, up to the amounts included in the Initial Budget. Within
      seven (7) business days after Tenant’s receipt of an invoice including an
      itemization of the expenditures and all documentation (e.g. contractor &
sub-contractor invoices, and material invoices) supporting the expenditures
      or
      such additional documentation reasonably requested by Tenant to support the
      invoiced amount, Tenant shall reimburse Landlord the payments made by Landlord
      and included in the Initial Budget (and any Change Orders approved by Tenant)
      that exceed the TI Allowance. 

    1.6          Change
      Orders. Prior to incurring any costs, fees
      or expenses including, without limitation, governmental fees and assessments
      in
      connection with the design, permitting, installation, labor, materials, and
      construction of the Expansion Space Tenant Improvements that exceed the Initial
      Budget, and prior to making any modifications to the Plans and/or the materials,
      finishes, specifications or timelines provided in the Plans, Landlord shall
      obtain the Tenant’s written approval of such cost, fee, expense or modification
      (each such change a, “Change Order”). All costs, fees, and
      expenses including, without limitation,
      governmental fees and assessments in connection with the design, permitting,
      installation, labor, materials, and construction of the Expansion Space Tenant
      Improvements in excess of the Initial Budget that are pre-approved by Tenant
      in
      a written Change Order shall be reimbursed to Landlord by Tenant within seven
      (7) business days after Tenant’s receipt of an invoice including an itemization
      of the expenditures and all documentation (e.g. contractor & sub-contractor
      invoices, and material invoices) supporting the expenditures or such additional
      documentation reasonably requested by Tenant to support the invoiced amount.
      Tenant shall, at its sole cost and expense, arrange for the installation of
      all
      Tenant’s furniture, fixtures and equipment associated with its business. Costs
      associated with Tenant’s equipment, layout, design and construction coordination
      are also the sole responsibility of Tenant.

    1.7          Tenant
      Delay. If there shall be a delay in
      Substantial Completion of the Expansion Space Tenant Improvements or the
      issuance of a Certificate of Occupancy for the same as a result of:

    (a)          Tenant’s
      failure to deliver any of the Plans within the time periods
      required in this Amendment;

    (b)          Tenant’s
      failure to approve or reject any item or proposed Change Order,
      or perform any other obligation within three business days after receipt of
      written notice from Landlord;

    (c)          Tenant’s
      request for changes in materials, finishes or installations
      other than those readily available;

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
               

            	
              (d)

            	
              Tenant’s
                request to deviate from the Plans;
                or

            


    

    (e)          Subject
      to Landlord’s obligation to use commercially reasonable efforts
      to minimize disruption of the conduct of Tenant’s business in Section 1.4,
      Tenant’s interference with Landlord’s construction of the Expansion Space Tenant
      Improvements during Tenant’s work within the Expansion Space (whether such work
      is performed by Tenant or its contractor or by Landlord or its contractor on
      Tenant’s behalf); 

    (each
      of which shall be deemed a “Tenant
      Delay”) then the Expansion Space Commencement Date shall
      be accelerated by the number of days or partial days of such Tenant Delay.
      Landlord shall notify Tenant of any Tenant Delay and the duration
      thereof.

    1.8          Substantial
      Completion. The terms “substantial
      completion,” “Substantial Completion,” “Substantially Complete,” “Substantially
      complete” and words of similar import (whether or not spelled with initial
      capitals) as used in the Amendment shall mean the date of substantial completion
      of the Expansion Space Tenant Improvements pursuant to the Working Plans (as
      amended by any Change Orders) such that Tenant may commence the installation
      of
      any of Tenant’s equipment and occupy the Expansion Space for the conduct of its
      business (subject to the completion of any additional construction to be
      performed by Tenant). The Expansion Space Tenant Improvements shall be deemed
      substantially complete notwithstanding the fact that minor details of
      construction, mechanical adjustments or decorations which do not materially
      interfere with Tenant’s use and enjoyment of the Expansion Space remain to be
      performed (items normally referred to as “punch list” items). Certification by
      the Architect as to the substantial completion of the Expansion Space Tenant
      Improvements shall be conclusive and binding upon Landlord and Tenant. By taking
      occupancy of the Expansion Space, Tenant shall be deemed to have accepted the
      Expansion Space Tenant Improvements as substantially complete, except for any
      latent defects in the Expansion Space Tenant Improvements and except that Tenant
      shall, within five business days after entering into possession of the Expansion
      Space, provide Landlord with a list of incomplete and/or corrective items
      present in the Expansion Space Tenant Improvements and subject to reasonable
      discovery by Tenant. Tenant shall give written notice to Landlord of discovery
      of any latent defects in the construction of the Expansion Space Tenant
      Improvements within five business days of discovery of any such defect and
      in no
      event later than one year following the date of substantial completion of the
      Expansion Space Tenant Improvements. Landlord shall diligently complete, as
      soon
      as reasonably possible, all punch list items and adjustments that are not
      completed upon substantial completion of the Expansion Space Tenant
      Improvements. Landlord shall diligently complete, as soon as reasonably possible
      following Tenant’s notice thereof, the repair of any latent defects in the
      Expansion Space Tenant Improvements if Tenant gives notice of such defects
      to
      Landlord within one year following the date of substantial completion of the
      Expansion Space Tenant Improvements. The Expansion Space Commencement Date
      shall
      not be delayed because of the existence of uncorrected punch list
      items.

    2.            Expansion
      of Premises. Effective on the date of
      Substantial Completion of the Expansion Space Tenant Improvements, and subject
      to Landlord vacating the Building (the “Expansion Space
      Commencement Date”), the Expansion Space shall be added
      to the Premises and the term “Premises” shall mean approximately 10,267 rentable
      square feet on the lower level of the first floor of the Building, approximately
      10,282 rentable square feet on the first floor of 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    the
      Building, and approximately 10,225 rentable square feet on the second
      floor of the Building, all as shown on the attached Exhibit A.

    3.            Extension
      of Term. Effective on the Expansion
      Space Commencement Date, the Term of the Lease shall be extended to and through
      June 30, 2015.

    4.            Base
      Rent. Commencing on the Expansion Space
      Commencement Date, and continuing throughout the Term as extended, Base Rent
      shall be paid in accordance with the following schedule:

    
      	
               

            	
              Rent
                Per R.S.F. (Annual)

            	
               

            
	
              Months

            	
              Lower
                Level

            	
              First
                and Second Floor

            	
              Monthly

              Installments

            
	
              Expansion
                Space Commencement Date through December 31,
                2005

            	
              $13.33

            	
              $17.43

            	
              $41,191.34

            
	
              1/1/06-12/31/06

            	
              $13.66

            	
              $17.87

            	
              $42,225.61

            
	
              1/1/07-12/31/07

            	
              $14.00

            	
              $18.32

            	
              $42,225.61

            
	
              1/1/08-12/31/08

            	
              $14.35

            	
              $18.78

            	
              $44,371.08

            
	
              1/1/09-12/31/09

            	
              $14.71

            	
              $19.25

            	
              $45,482.28

            
	
              1/1/10-12/31/10

            	
              $15.08

            	
              $19.73

            	
              $46,619.12

            
	
              1/1/11-12/31/11

            	
              $15.45

            	
              $20.22

            	
              $47,773.06

            
	
              1/1/12-12/31/12

            	
              $15.84

            	
              $20.73

            	
              $48,978.28

            
	
              1/1/13-12/31/13

            	
              $16.24

            	
              $21.25

            	
              $50,209.15

            
	
              1/1/14-6/30/15

            	
              $16.65

            	
              $21.78

            	
              $51,465.67

            


    

     

    5.            Operating
      Expenses. Effective on the Expansion
      Space Commencement Date, and continuing throughout the Term, as extended,
      Tenant’s Share of the Building shall be 100%, Tenant’s Share of the Project
      shall be 11.408%, and the Base Year shall be 2005.

    6.            Parking
      Spaces. Effective on the Expansion Space
      Commencement Date, the number 51 in Section 1.1(q) of the Lease Agreement
      shall be replaced with 92. If Tenant wishes to restripe the parking spaces
      on
      the Land (defined below) in order to increase the number of parking spaces
      available to Tenant on the Land, Landlord agrees not to unreasonably withhold
      consent to such restriping so long as the restriping will have no material
      adverse impact on the remainder of the Project such as by impairing the flow
      of
      traffic or by reducing the number of permitted parking spaces on any other
      part
      of the Project. Tenant agrees that Tenant will comply with all notices of
      violations of applicable laws, rules, regulations, ordinances, codes, and other
      governmental requirements related to the striping of parking spaces on the
      Land
      at its expense. Tenant will indemnify, defend, and hold Landlord harmless from
      and against any all claims, damages, costs, losses, and liabilities related
      to
      the striping of parking spaces on the Land.

    7.            Project
      Expenses. Effective on the Expansion
      Space Commencement Date, the Operating Expenses payable by Tenant as defined
      in
      Section 6.1 of the Lease Agreement shall not include any share of costs related
      to common signage at the Project or to the maintenance, 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    repair
      or replacement of any buildings on the Project and the common
      areas in the interior of such buildings except for the Building. However, Tenant
      shall pay 100% of Operating Expenses related to the signage on the land
      described on the attached Exhibit B (the “Land”) and to the Building.

    8.            Further
      Modifications to Lease. Effective on the
      Expansion Space Commencement Date:

    8.1          Section 2.3
      and Article XVIII of the Lease Agreement are
      deleted from the Lease.

    8.2          The
      Tenant’s termination right relating to the use of the “Permanent
      Expansion Premises” as defined and provided in the First Amendment (the last
      sentence of Section 1(C) of the First Amendment) is deleted from the
      Lease.

    8.3          The
      following Section 1.1(s) shall be added to the definitions in the
      Lease Agreement: “1.1(s) Building
      Envelope. The Building Envelope shall include the
      Building, the reserved Surface Parking Spaces as provided in Section 1.1(q)
      that
      are on the Land and the ingress and egress points from NW Yeon Avenue into
      the
      area of the reserved Surface Parking Spaces on the Land. Nothing herein shall
      prohibit the Landlord and other tenants of the Project of using the ingress
      and
      egress points included in the definition of Building Envelope.”

    8.4          The
      following shall be added to Section 17.5: “Notwithstanding the
      foregoing, Landlord shall not make changes to the Common Areas that would
      materially increase, from that existing on the Expansion Space Commencement
      Date, the amount of traffic making ingress and egress to and from NW Yeon Avenue
      and the Project through the Building Envelope.

    8.5          The
      following shall be added to the end of Section 10.3 and to the end of
      Exhibit H: #1: “Notwithstanding the foregoing, Tenant shall be allowed to place
      its professionally prepared signs within the Building Envelope, provided that
      the same comply with applicable governmental regulations, are located in a
      safe
      manner, do not interfere with the ingress and egress of Landlord or other
      tenants in the Project, and are approved by Landlord (such approval not to
      be
      unreasonably withheld, conditioned, or delayed). Further, Tenant shall be
      allowed to restrict the placement of signs, placards, pictures, advertisements,
      names or notices (“Signage”) within the Building Envelope, and to remove any
      Signage placed within the Building Envelope at the expense of the party placing
      the Signage therein.

    8.6          The
      phrase: “by Landlord or on Landlord’s behalf” shall be added to
      Section 6.1(b)(i) after the word “incurred” in the second line of that
      Section.

    9.            Sale
      of Project. Landlord intends to sell all or
      parts of the Project. In connection with any sale of all or any part of the
      Project, Landlord shall act in good faith to allocate Project costs to the
      Land
      in a fair and reasonable manner.

    10.          Effect
      of Amendment. Landlord and Tenant ratify
      and confirm all provisions of the Lease. Except as expressly amended by this
      Amendment, the Lease remains unmodified and in full force and
      effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Amendment effective as
      of the date first set forth above.

     

    
      	
               

            	
              LANDLORD:

            	
              SCHNITZER
                INVESTMENT CORP., an Oregon
                corporation

            


    

     

    By:                                          
                                            

    Its:                                          
                                            

    
      	
               

            	
              TENANT:

            	
              SCHNITZER
                STEEL INDUSTRIES, INC., an Oregon
                corporation

            


    

     

    By:                                          
                                            

    Its:                                          
                                            

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    Outline
      of Premises Including Expansion Space

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B

     

    Legal
      description of the Land

     

    Parcel
      2, Partition Plat No. 1990-25, in the County of Multnomah, and
      State of Oregon.