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    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”), WELLS FARGO BANK,
      NATIONAL ASSOCIATION, a national banking association (“Wells 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, Wells 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/ RICHARD C. JOSEPHSON

              
                

              

               

              Name: 
                Richard C. Josephson

              
                

              

               

              Title:  
                Secretary

              
                

              
 


    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                
                  BANK
                    OF AMERICA, N.A., as

                  Administrative
                    Agent

                

                 

                By: 
                  /s/ DORA A. BROWN

                
                  

                

                 

                Name: 
                  Dora A. Brown

                
                  

                

                 

                Title:  
                  Vice President

                
                  

                
 


         

        
          	 	
                  
                    BANK
                      OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line
                      Lender

                  

                   

                  By: 
                    /s/  TIMOTHY G. HOLSAPPLE

                  
                    

                  

                   

                  Name: 
                    Timothy G. Holsapple

                  
                    

                  

                   

                  Title:  
                    Senior Vice President

                  
                    

                  
 


           

          
            	 	
                    WELLS
                      FARGO BANK, NATIONAL ASSOCIATION, as a Lender

                     

                    By:  
                      /s/ JAMES L. FRANZEN

                    
                      

                    

                     

                    Name: 
                      James L. Franzen

                    
                      

                    

                     

                    Title:  
                      Vice President

                    
                      

                    
 


             

            
              	 	
                      U.S.
                        BANK NATIONAL ASSOCIATION, as a Lender

                       

                      By:  
                        /s/ THOMAS MARKS

                      
                        

                      

                       

                      Name: 
                        Thomas Marks

                      
                        

                      

                       

                      Title:  
                        Vice President

                      
                        

                      
 


            

          

        

      

    

    
            

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

      
        
           

          
            	 	
                    
                      THE
                        BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a
                        Lender

                    

                     

                    By:  
                      /s/ ATSUSHI TSUKAHARA

                    
                      

                    

                     

                    Name: 
                      Atsushi Tsukahara

                    
                      

                    

                     

                    Title:  
                      Deputy General Manager

                    
                      

                    
 


             

            
              	 	
                      
                        CITICORP
                          USA, INC., as a Lender

                         

                      

                      By:  
                        /s/ KEITH PALLMANN

                      
                        

                      

                       

                      Name: 
                        Keith Pallmann

                      
                        

                      

                       

                      Title:  
                        Vice President

                      
                        

                      
 


               

              
                	 	
                        FIRST
                          HAWAIIAN BANK, as a Lender

                         

                        By: 
                          /s/  PAULA C.H. CHANG

                        
                          

                        

                         

                        Name: 
                          Paula C.H. Chang

                        
                          

                        

                         

                        Title:  
                          Vice President

                        
                          

                        
 


                 

                
                  	 	
                          COMERICA
                            WEST INCORPORATED, as a Lender

                           

                          By: 
                            /s/ DON R. CARRUTH

                          
                            

                          

                           

                          Name: 
                            Don R. Carruth

                          
                            

                          

                           

                          Title:  
                            Assistant Vice President

                          
                            

                          
 


                

                
                   

                  
                    	 	
                            HSBC
                              BANK USA, N.A., as a Lender

                             

                            By: 
                              /s/ MIKE MITCHELL

                            
                              

                            

                             

                            Name: 
                              Mike Mitchell

                            
                              

                            

                             

                            Title:  
                              VP

                            
                              

                            
 


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

      
         

        
          	 	
                  JPMORGAN
                    CHASE BANK, N.A., as a Lender

                   

                  By:  
                    /s/ CLARA SOHAN

                  
                    

                  

                   

                  Name: 
                    Clara Sohan

                  
                    

                  

                   

                  Title:  
                    Vice President

                  
                    

                  
 


           

          
            	 	
                    
                      THE
                        NORTHERN TRUST COMPANY, as a Lender

                    

                     

                    By: 
                      /s/ BRANDON ROLEK

                    
                      

                    

                     

                    Name: 
                      Brandon Rolek

                    
                      

                    

                     

                    Title:   
                      Vice President

                    
                      

                    
 


          

          
             

            
              	 	
                      
                        PNC
                          BANK, NATIONAL ASSOCIATION, as a Lender

                      

                       

                      By: 
                        /s/ MARC C. VAN HORN

                      
                        

                      

                       

                      Name: 
                        Marc C. Van Horn

                      
                        

                      

                       

                      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	%
	
              Wells
                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 MILLS, 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”), GREENLEAF
      AUTO RECYCLERS, LLC, a Delaware limited liability company (“Greenleaf”),
      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, Greenleaf, 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”), WELLS FARGO BANK,
      NATIONAL ASSOCIATION, a national banking association (“Wells 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, Wells 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

     

    A.           Schnitzer
      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/ RICHARD C. JOSEPHSON

                  
                    

                  

                   

                  Name: 
                    Richard C. Josephson

                  
                    

                  

                   

                  Title:  
                    Secretary

                  
                    

                  
 


          
             

            
              	 	
                      
                        GENERAL
                          METALS OF TACOMA, INC.

                      

                       

                      By:  
                        /s/ RICHARD C. JOSEPHSON

                      
                        

                      

                       

                      Name: 
                        Richard C. Josephson

                      
                        

                      

                       

                      Title:   
                        Secretary

                      
                        

                      
 


            

          

        

      

    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

      
        
           

          
            	 	
                    
                      CASCADE
                        STEEL ROLLING MILLS, INC.

                    

                     

                    By:  
                      /s/ RICHARD C. JOSEPHSON

                    
                      

                    

                     

                    Name: 
                      Richard C. Josephson

                    
                      

                    

                     

                    Title:   
                      Secretary

                    
                      

                    
 


            
               

              
                	 	
                        
                          
                            NORPROP,
                              INC.

                          

                        

                         

                        By: 
                          /s/ RICHARD C. JOSEPHSON

                        
                          

                        

                         

                        Name: 
                          Richard C. Josephson

                        
                          

                        

                         

                        Title:   
                          Secretary

                        
                          

                        
 


                
                   

                  
                    	 	
                            
                              
                                JOINT
                                  VENTURE OPERATIONS, INC.

                              

                            

                             

                            By: 
                              /s/ RICHARD C. JOSEPHSON

                            
                              

                            

                             

                            Name: 
                              Richard C. Josephson

                            
                              

                            

                             

                            Title:   
                              Secretary

                            
                              

                            
 


                    
                       

                      
                        	 	
                                
                                  PROLERIDE
                                    TRANSPORT SYSTEMS, INC.

                                

                                 

                                By: 
                                  /s/ DONALD W. HAMAKER

                                
                                  

                                

                                 

                                Name:
                                  Donald W. Hamaker

                                
                                  

                                

                                 

                                Title:  
                                  Chairman of the Board

                                
                                  

                                
 


                        
                           

                          
                            	 	
                                    
                                      
                                        PROLER
                                          STEEL, INC.

                                      

                                    

                                     

                                    By: 
                                      /s/ RICHARD C. JOSEPHSON

                                    
                                      

                                    

                                     

                                    Name: 
                                      Richard C. Josephson

                                    
                                      

                                    

                                     

                                    Title:   
                                      Secretary

                                    
                                      

                                    
 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

      
        
           

          
            	 	
                    
                      
                        PROLER
                          INTERNATIONAL CORP.

                      

                    

                     

                    By: 
                      /s/ RICHARD C. JOSEPHSON

                    
                      

                    

                     

                    Name: 
                      Richard C. Josephson

                    
                      

                    

                     

                    Title:   
                      Secretary

                    
                      

                    
 


            
               

              
                	 	
                        
                          
                            PNP
                              COMMERCIAL ACQUISITION, LLC

                          

                        

                         

                        By: 
                          /s/ TOM KLAUER

                        
                          

                        

                         

                        Name: 
                          Tom Klauer

                        
                          

                        

                         

                        Title:   
                          Secretary

                        
                          

                        
 


                
                   

                  
                    	 	
                            
                              
                                PROLERIZED
                                  NEW ENGLAND COMPANY, LLC

                                 

                                
                                  By:  Proleride
                                    Transport Systems, Inc.

                                  Its:  Member

                                

                              

                            

                             

                            By: 
                              /s/ DONALD W. HAMAKER

                            
                              

                            

                             

                            Name: 
                              Donald W. Hamaker

                            
                              

                            

                             

                            Title:  
                              Chairman of the Board

                            
                              

                            

                             

                            
                              By:  TTS
                                Recycling, LLC

                              Its:  Member

                            

                             

                            
                              By: 
                                /s/ DONALD W. HAMAKER

                              
                                

                              

                               

                              Name: 
                                Donald W. Hamaker

                              
                                

                              

                               

                              Title:  
                                President & CEO

                              
                                

                              

                               

                            

                          


                    
                       

                      
                        	 	
                                
                                  
                                    SCHNITZER
                                      GLOBAL EXCHANGE CORP.

                                  

                                

                                 

                                By: 
                                  /s/ RICHARD C. JOSEPHSON

                                
                                  

                                

                                 

                                Name: 
                                  Richard C. Josephson

                                
                                  

                                

                                 

                                Title:   
                                  Secretary

                                
                                  

                                
 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

      
        
           

          
            	 	
                    
                      
                        
                          GREENLEAF
                            AUTO RECYCLERS, LLC

                        

                      

                    

                     

                    By: 
                      /s/ THOMAS MAUN

                    
                      

                    

                     

                    Name: 
                      Thomas Maun

                    
                      

                    

                     

                    Title:   
                      Chief Financial Officer

                    
                      

                    
 


          

          
            
               

              
                	 	
                        
                          
                            PICK-N-PULL
                              AUTO DISMANTLERS

                          

                        

                         

                        
                          By:  Norprop,
                            Inc.

                          Its:  General
                            Partner

                           

                        

                        By: 
                          /s/ RICHARD C. JOSEPHSON

                        
                          

                        

                         

                        Name: 
                          Richard C. Josephson

                        
                          

                        

                         

                        Title:   
                          Secretary

                        
                          

                        
 


              

              
                
                   

                  
                    	 	
                            
                              
                                PICK
                                  AND PULL AUTO DISMANTLING, INC.

                              

                            

                             

                            By: 
                              /s/ RICHARD C. JOSEPHSON

                            
                              

                            

                             

                            Name: 
                              Richard C. Josephson

                            
                              

                            

                             

                            Title:   
                              Secretary

                            
                              

                            
 


                  

                

              

              
                
                   

                  
                    	 	
                            
                              
                                REGIONAL
                                  RECYCLING, INC.

                              

                            

                             

                            By: 
                              /s/ RICHARD C. JOSEPHSON

                            
                              

                            

                             

                            Name: 
                              Richard C. Josephson

                            
                              

                            

                             

                            Title:   
                              Secretary

                            
                              

                            
 


                  

                  
                    
                       

                      
                        	 	
                                
                                  
                                    SCHNITZER
                                      SOUTHEAST, LLC

                                  

                                

                                 

                                By: 
                                  Regional Recycling, Inc.

                                Its:  
Sole
                                  Member

                                 

                                 

                                By:  
/s/
                                  RICHARD C.
                                  JOSEPHSON

                                
                                  

                                

                                 

                                Name: 
                                  Richard C. Josephson

                                
                                  

                                

                                 

                                Title:  
                                  Secretary

                                
                                  

                                
 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

      
        
           

          
            	 	
                    
                      
                        TTS
                          RECYCLING LLC

                      

                    

                     

                    By:  
                      /s/ DONALD W. HAMAKER

                    
                      

                    

                     

                    Name: 
                      Donald W. Hamaker

                    
                      

                    

                     

                    Title:  
                      President & CEO

                    
                      

                    
 


          

        

      

      
        
           

          
            	 	
                    
                      
                        SCHNITZER
                          STEEL HAWAII CORP.

                      

                    

                     

                    By: 
                      /s/ RICHARD C. JOSEPHSON

                    
                      

                    

                     

                    Name: 
                      Richard C. Josephson

                    
                      

                    

                     

                    Title:  
                      Secretary

                    
                      

                    
 


          

          
            
               

              
                	 	
                        
                          
                            PICK-N-PULL
                              AUTO DISMANTLERS, STOCKTON, LLC

                          

                        

                         

                        By: 
                          /s/ RICHARD C. JOSEPHSON

                        
                          

                        

                         

                        Name: 
                          Richard C. Josephson

                        
                          

                        

                         

                        Title:  
                          Secretary

                        
                          

                        
 


              

            

          

        

      

    

    
      
         

        
          	 	
                  
                    
                      METALS
                        RECYCLING L.L.C.

                    

                  

                   

                  By: 
                    /s/ DONALD W. HAMAKER

                  
                    

                  

                   

                  Name: 
                    Donald W. Hamaker

                  
                    

                  

                   

                  Title:  
                    Sole Manager

                  
                    

                  
 


        

      

    

     

     

    
      
        
        

      

      
        7