Table of Contents

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
For the Quarterly Period Ended February 29, 2016
Or
o
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
For the Transition Period from _______ to_______
 
Commission File Number 0-22496
SCHNITZER STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
OREGON
 
93-0341923
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
299 SW Clay St., Suite 350
Portland, OR
 
97201
(Address of principal executive offices)
 
(Zip Code)
 (503) 224-9900
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller Reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o    No  x
The Registrant had 26,450,095 shares of Class A common stock, par value of $1.00 per share, and 305,900 shares of Class B common stock, par value of $1.00 per share, outstanding as of April 1, 2016.

 
 
 
 
 

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.
INDEX
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Table of Contents

FORWARD-LOOKING STATEMENTS
Statements and information included in this Quarterly Report on Form 10-Q by Schnitzer Steel Industries, Inc. (the “Company”) that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Except as noted herein or as the context may otherwise require, all references to “we,” “our,” “us” and “SSI” refer to the Company and its consolidated subsidiaries.
Forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding future events or our expectations, intentions, beliefs and strategies regarding the future, which may include statements regarding trends, cyclicality and changes in the markets we sell into; expected results, including pricing, sales volumes and profitability; strategic direction; changes to manufacturing and production processes; the cost of and the status of any agreements or actions related to our compliance with environmental and other laws; expected tax rates, deductions and credits; the realization of deferred tax assets; planned capital expenditures; liquidity positions; ability to generate cash from continuing operations; the potential impact of adopting new accounting pronouncements; obligations under our retirement plans; benefits, savings or additional costs from business realignment, cost containment and productivity improvement programs; and the adequacy of accruals.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “believes,” “expects,” “anticipates,” “intends,” “assumes,” “estimates,” “evaluates,” “may,” "will," “could,” “opinions,” “forecasts,” "projects," "plans," “future,” “forward,” “potential,” “probable,” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
We may make other forward-looking statements from time to time, including in reports filed with the Securities and Exchange Commission, press releases and public conference calls. All forward-looking statements we make are based on information available to us at the time the statements are made, and we assume no obligation to update any forward-looking statements, except as may be required by law. Our business is subject to the effects of changes in domestic and global economic conditions and a number of other risks and uncertainties that could cause actual results to differ materially from those included in, or implied by, such forward-looking statements. Some of these risks and uncertainties are discussed in “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K and in Part II of our Quarterly Reports on Form 10-Q. Examples of these risks include: potential environmental cleanup costs related to the Portland Harbor Superfund site; the cyclicality and impact of general economic conditions; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; imbalances in supply and demand conditions in the global steel industry; the impact of goodwill impairment charges; the impact of long-lived asset impairment charges; the realization of expected benefits or cost reductions associated with productivity improvement and restructuring initiatives; difficulties associated with acquisitions and integration of acquired businesses; customer fulfillment of their contractual obligations; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and existing credit facilities; restrictions on our business and financial covenants under our bank credit agreement; the impact of the consolidation in the steel industry; inability to realize expected benefits from investments in technology; freight rates and the availability of transportation; the impact of equipment upgrades and failures on production; product liability claims; the impact of impairment of our deferred tax assets; the impact of a cybersecurity incident; costs associated with compliance with environmental regulations; the adverse impact of climate change; inability to obtain or renew business licenses and permits; compliance with greenhouse gas emission regulations; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate.


3
Table of Contents

PART I. FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)
SCHNITZER STEEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share amounts)
 
February 29, 2016
 
August 31, 2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
8,940

 
$
22,755

Accounts receivable, net of allowance for doubtful accounts of $2,345 and $2,496
81,159

 
111,492

Inventories
146,030

 
156,532

Deferred income taxes
—

 
2,792

Refundable income taxes
7,123

 
7,263

Prepaid expenses and other current assets
17,720

 
21,531

Total current assets
260,972

 
322,365

Property, plant and equipment, net of accumulated depreciation of $703,561 and $679,035
393,768

 
427,554

Investments in joint ventures
12,699

 
15,320

Goodwill
166,276

 
175,676

Intangibles, net of accumulated amortization of $3,788 and $6,918
5,477

 
6,353

Other assets
12,981

 
15,031

Total assets
$
852,173

 
$
962,299

Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Short-term borrowings
$
620

 
$
584

Accounts payable
53,083

 
57,105

Accrued payroll and related liabilities
16,658

 
25,478

Environmental liabilities
882

 
924

Accrued income taxes
—

 
148

Other accrued liabilities
34,090

 
36,207

Total current liabilities
105,333

 
120,446

Deferred income taxes
16,933

 
19,138

Long-term debt, net of current maturities
197,219

 
227,572

Environmental liabilities, net of current portion
44,894

 
45,869

Other long-term liabilities
10,722

 
10,723

Total liabilities
375,101

 
423,748

Commitments and contingencies (Note 6)

 

Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
 
 
 
Preferred stock – 20,000 shares $1.00 par value authorized, none issued
—

 
—

Class A common stock – 75,000 shares $1.00 par value authorized, 26,444 and 26,474 shares issued and outstanding
26,444

 
26,474

Class B common stock – 25,000 shares $1.00 par value authorized, 306 and 306 shares issued and outstanding
306

 
306

Additional paid-in capital
23,494

 
26,211

Retained earnings
463,257

 
520,066

Accumulated other comprehensive loss
(40,078
)
 
(38,522
)
Total SSI shareholders’ equity
473,423

 
534,535

Noncontrolling interests
3,649

 
4,016

Total equity
477,072

 
538,551

Total liabilities and equity
$
852,173

 
$
962,299

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
are an integral part of these statements.

4
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SCHNITZER STEEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Revenues
$
289,077

 
$
437,449

 
$
610,275

 
$
991,073

Operating expense:
 
 
 
 
 
 
 
Cost of goods sold
259,670

 
406,649

 
544,524

 
914,664

Selling, general and administrative
33,599

 
42,167

 
72,017

 
86,898

(Income) loss from joint ventures
290

 
(609
)
 
319

 
(1,109
)
Goodwill impairment charge
8,845

 
141,021

 
8,845

 
141,021

Other asset impairment charges
18,458

 
43,838

 
18,458

 
43,838

Restructuring charges and other exit-related costs
5,291

 
5,394

 
7,216

 
5,987

Operating loss
(37,076
)
 
(201,011
)
 
(41,104
)
 
(200,226
)
Interest expense
(2,015
)
 
(2,295
)
 
(3,874
)
 
(4,669
)
Other income, net
438

 
1,993

 
845

 
2,925

Loss from continuing operations before income taxes
(38,653
)
 
(201,313
)
 
(44,133
)
 
(201,970
)
Income tax benefit (expense)
(1,293
)
 
9,673

 
(715
)
 
9,566

Loss from continuing operations
(39,946
)
 
(191,640
)
 
(44,848
)
 
(192,404
)
Loss from discontinued operations, net of tax
(1,024
)
 
(4,242
)
 
(1,089
)
 
(5,080
)
Net loss
(40,970
)
 
(195,882
)
 
(45,937
)
 
(197,484
)
Net (income) loss attributable to noncontrolling interests
(275
)
 
240

 
(604
)
 
(631
)
Net loss attributable to SSI
$
(41,245
)
 
$
(195,642
)
 
$
(46,541
)
 
$
(198,115
)
 
 
 
 
 
 
 
 
Net loss per share attributable to SSI:
 
 
 
 
 
 
 
Basic:


 
 
 
 
 
 
Net loss per share from continuing operations attributable to SSI
$
(1.48
)
 
$
(7.08
)
 
$
(1.67
)
 
$
(7.15
)
Net loss per share from discontinued operations attributable to SSI
(0.04
)
 
(0.16
)
 
(0.04
)
 
(0.19
)
Net loss per share attributable to SSI
$
(1.52
)
 
$
(7.24
)
 
$
(1.71
)
 
$
(7.34
)
Diluted:
 
 
 
 
 
 
 
Net loss per share from continuing operations attributable to SSI
$
(1.48
)
 
$
(7.08
)
 
$
(1.67
)
 
$
(7.15
)
Net loss per share from discontinued operations attributable to SSI
(0.04
)
 
(0.16
)
 
(0.04
)
 
(0.19
)
Net loss per share attributable to SSI
$
(1.52
)
 
$
(7.24
)
 
$
(1.71
)
 
$
(7.34
)
Weighted average number of common shares:
 
 
 
 
 
 
 
Basic
27,201

 
27,020

 
27,178

 
26,982

Diluted
27,201

 
27,020

 
27,178

 
26,982

Dividends declared per common share
$
0.1875

 
$
0.1875

 
$
0.3750

 
$
0.3750

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
are an integral part of these statements.

5
Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited, in thousands)
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Net loss
$
(40,970
)
 
$
(195,882
)
 
$
(45,937
)
 
$
(197,484
)
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(892
)
 
(12,601
)
 
(1,901
)
 
(19,873
)
Cash flow hedges, net
—

 
(2,785
)
 
240

 
(3,693
)
Pension obligations, net
64

 
23

 
105

 
59

Total other comprehensive loss, net of tax
(828
)
 
(15,363
)
 
(1,556
)
 
(23,507
)
Comprehensive loss
(41,798
)
 
(211,245
)
 
(47,493
)
 
(220,991
)
Less net (income) loss attributable to noncontrolling interests
(275
)
 
240

 
(604
)
 
(631
)
Comprehensive loss attributable to SSI
$
(42,073
)
 
$
(211,005
)
 
$
(48,097
)
 
$
(221,622
)
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
are an integral part of these statements.


6
Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 
Six Months Ended
 
2/29/2016
 
2/28/2015
Cash flows from operating activities:
 
 
 
Net loss
$
(45,937
)
 
$
(197,484
)
Adjustments to reconcile net loss to cash provided by operating activities:
 
 
 
Goodwill impairment charge
8,845

 
141,021

Other asset impairment charges
18,458

 
43,838

Other exit-related asset impairments and accelerated depreciation
3,008

 
6,352

Depreciation and amortization
28,953

 
36,871

Share-based compensation expense
2,627

 
4,300

Deferred income taxes
521

 
(858
)
Inventory write-down
478

 
3,031

Undistributed equity in earnings of joint ventures
319

 
(1,109
)
Gain on disposal of assets
(118
)
 
(1,032
)
Unrealized foreign exchange gain, net
(5
)
 
(1,610
)
Bad debt expense (recoveries), net
140

 
(67
)
Excess tax benefit from share-based payment arrangements
—

 
(94
)
Changes in assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
26,026

 
69,434

Inventories
12,579

 
(38,404
)
Income taxes
(4
)
 
(15,325
)
Prepaid expenses and other current assets
2,761

 
5,143

Intangibles and other long-term assets
842

 
33

Accounts payable
423

 
(22,195
)
Accrued payroll and related liabilities
(8,799
)
 
(12,525
)
Other accrued liabilities
(3,154
)
 
(4,382
)
Environmental liabilities
(916
)
 
(52
)
Other long-term liabilities
86

 
638

Distributed equity in earnings of joint ventures
200

 
325

Net cash provided by operating activities
47,333

 
15,849

Cash flows from investing activities:
 
 
 
Capital expenditures
(15,611
)
 
(16,828
)
Joint venture receipts (payments), net
28

 
(1
)
Proceeds from sale of assets
988

 
1,358

Acquisitions, net of cash acquired
—

 
(150
)
Net cash used in investing activities
(14,595
)
 
(15,621
)
Cash flows from financing activities:
 
 
 
Proceeds from line of credit
115,500

 
145,000

Repayment of line of credit
(115,500
)
 
(145,000
)
Borrowings from long-term debt
49,160

 
109,694

Repayment of long-term debt
(79,456
)
 
(114,965
)
Repurchase of Class A Common Stock
(3,479
)
 
—

Taxes paid related to net share settlement of share-based payment arrangements
(1,895
)
 
(1,360
)
Excess tax benefit from share-based payment arrangements
—

 
94

Distributions to noncontrolling interest
(971
)
 
(1,585
)
Contingent consideration paid relating to business acquisitions
—

 
(759
)
Dividends paid
(10,117
)
 
(10,087
)
Net cash used in financing activities
(46,758
)
 
(18,968
)
Effect of exchange rate changes on cash
205

 
669

Net decrease in cash and cash equivalents
(13,815
)
 
(18,071
)
Cash and cash equivalents as of beginning of period
22,755

 
25,672

Cash and cash equivalents as of end of period
$
8,940

 
$
7,601

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
are an integral part of these statements.

7
Table of Contents


SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2015. The results for the three and six months ended February 29, 2016 and February 28, 2015 are not necessarily indicative of the results of operations for the entire fiscal year.
Segment Reporting
Prior to the fourth quarter of fiscal 2015, the Company's internal organizational and reporting structure supported three operating and reportable segments: the Metals Recycling Business ("MRB"), the Auto Parts Business ("APB") and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2015, in accordance with its plan announced in April 2015, the Company combined and integrated its auto parts and metals recycling businesses into a single operating platform. The change in the Company's internal organizational and reporting structure resulted in the formation of a new operating and reportable segment, the Auto and Metals Recycling ("AMR") business, replacing the former MRB and APB segments. The Company began reporting on this new segment in the fourth quarter of fiscal 2015 as reflected in its Annual Report on Form 10-K for the year ended August 31, 2015. The segment data for the comparable periods presented herein has been recast to conform to the current period presentation for all activities of AMR. Recasting this historical information did not have an impact on the Company's consolidated financial performance for any of the periods presented.
Accounting Changes
In April 2014, an accounting standard update was issued that amends the requirements for reporting discontinued operations, which may include a component of an entity or a group of components of an entity. The amendments limit discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have, or will have, a major effect on an entity's operations and financial results. The amendments require expanded disclosure about the assets, liabilities, revenues and expenses of discontinued operations. Further, the amendments require an entity to disclose the pretax profit or loss of an individually significant component that is being disposed of that does not qualify for discontinued operations reporting. The Company adopted the new requirement in the first quarter of fiscal 2016 with no impact to the Unaudited Condensed Consolidated Financial Statements. The standard is to be applied prospectively to all disposals or classifications as held for sale of components that occur beginning in the first quarter of fiscal 2016, and interim periods within that fiscal year, and all businesses that, on acquisition, are classified as held for sale that occur beginning in the first quarter of fiscal 2016, and interim periods within that fiscal year.
In November 2015, an accounting standard update was issued that requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. To simplify the presentation of the Company's deferred tax liabilities and assets, along with valuation allowances against deferred tax assets, the Company early-adopted the new requirement as of the beginning of the first quarter of fiscal 2016 and is applying the amendments prospectively. Adoption of the new requirement impacted the classification of the Company's deferred tax liabilities and assets reported in its Unaudited Condensed Consolidated Balance Sheet beginning as of November 30, 2015, and had no impact on its consolidated results of operations and cash flows. The comparative period balance sheet has not been retrospectively adjusted.
Discontinued Operations
The results of discontinued operations are presented separately, net of tax, from the results of ongoing operations for all periods presented. The expenses included in the results of discontinued operations are the direct operating expenses incurred by the disposed components that may be reasonably segregated from the costs of the ongoing operations of the Company. Asset impairments related to the disposed components are also included in the results of discontinued operations. See Note 10 - Discontinued Operations and the Asset Impairment Charges section of this Note for further detail.

8
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Cash and Cash Equivalents
Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of $8 million and $11 million as of February 29, 2016 and August 31, 2015, respectively.
Other Assets
The Company’s other assets, exclusive of prepaid expenses, consist primarily of receivables from insurers, notes and other contractual receivables, and assets held for sale. Other assets are reported within either prepaid expenses and other current assets or other assets in the Unaudited Condensed Consolidated Balance Sheets based on their expected use either during or beyond the current operating cycle of one year from the reporting date.
As of February 29, 2016 and August 31, 2015, the Company reported less than $1 million and $2 million, respectively, of assets held for sale within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets. An asset is classified as held for sale upon meeting certain criteria specified in the accounting standards. An asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. During the second quarter of fiscal 2016 and 2015, the Company recorded impairment charges for the initial and subsequent write-down of certain equipment held for sale to its fair value less cost to sell of $2 million which are reported within other asset impairment charges in the Unaudited Condensed Consolidated Statements of Operations. The Company determined fair value using Level 3 inputs under the fair value hierarchy consisting of information provided by brokers and other external sources along with management's own assumptions. See the Asset Impairment Charges section of this Note for tabular presentation of the impairment charges on assets held for sale.
Long-Lived Assets
The Company tests long-lived tangible and intangible assets for impairment at the asset group level, which is determined based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. For the Company's metals recycling businesses, an asset group is generally comprised of the regional shredding and export operation along with surrounding feeder yards. For regions with no shredding and export operations, each metals recycling yard is an asset group. For the Company's auto parts businesses, generally each auto parts store is an asset group. The Company's steel manufacturing business is a single asset group. The Company tests its asset groups for impairment when certain triggering events or changes in circumstances indicate that the carrying value of the asset group may be impaired. If the carrying value of the asset group is not recoverable because it exceeds the Company’s estimate of future undiscounted cash flows from the use and eventual disposition of the asset group, an impairment loss is recognized by the amount the carrying value exceeds its fair value, if any. The impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value. Fair value is determined primarily using the cost and market approaches.
During the second quarter of fiscal 2016 and 2015, the Company recorded impairment charges on long-lived tangible and intangible assets associated with certain regional metals recycling operations and used auto parts store locations.
With respect to individual long-lived assets, changes in circumstances may merit a change in the estimated useful lives or salvage values of the assets, which are accounted for prospectively in the period of change. For such assets, the useful life is shortened based on the Company's current plans to dispose of or abandon the asset before the end of its original useful life and depreciation is accelerated beginning when that determination is made. During the second quarter of fiscal 2016 and 2015, the Company recognized accelerated depreciation due to shortened useful lives in connection with site closures and idled equipment.
See the Asset Impairment Charges section of this Note for tabular presentation of long-lived asset impairment charges and accelerated depreciation. Long-lived asset impairment charges and accelerated depreciation are reported in the Unaudited Condensed Consolidated Statements of Operations within (1) other asset impairment charges; (2) restructuring charges and other exit-related costs, if related to a site closure not qualifying for discontinued operations reporting; or (3) discontinued operations, if related to a component of the Company qualifying for discontinued operations reporting.
Investments in Joint Ventures
A loss in value of an investment in a joint venture that is other than a temporary decline is recognized. Management considers all available evidence to evaluate the realizable value of its investments including the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the joint venture business, and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Once management determines that an other-than-temporary impairment exists, the investment is written down to its fair value, which establishes a new cost basis. The Company determines fair value using Level 3 inputs under the fair value hierarchy using an

9
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


income approach based on a discounted cash flow analysis. During the second quarter of fiscal 2016, the Company recorded an impairment charge of $2 million related to an investment in a joint venture, which is reported within other asset impairment charges in the Unaudited Consolidated Statements of Operations.
Asset Impairment Charges
The following asset impairment charges, all recorded during the second quarter of fiscal 2016 and 2015, and excluding goodwill impairment charges discussed below in this Note, were recorded in the Unaudited Condensed Consolidated Statements of Operations (in thousands):
 
Three Months Ended
 
2/29/2016
 
2/28/2015
Reported within other asset impairment charges(1):
 
 
 
Long-lived assets
$
7,336

 
$
41,544

Accelerated depreciation
6,208

 
—

Investment in joint venture
1,968

 
—

Assets held for sale
1,659

 
1,549

Other assets(1)
1,287

 
745


18,458

 
43,838

Reported within restructuring charges and other exit-related costs
 
 
 
Long-lived assets
329

 
—

Accelerated depreciation
630

 
3,686

Other assets
1,102

 
—


2,061

 
3,686

Reported within discontinued operations
 
 
 
Long-lived assets
673

 
2,666

Accelerated depreciation
274

 
—


947

 
2,666

Total
$
21,466

 
$
50,190

_____________________________
(1)
Other asset impairment charges were incurred in the AMR operating segment, except for $79 thousand and $745 thousand of impairment charges on Other Assets related to Corporate for the three months ended February 29, 2016 and February 28, 2015, respectively.

Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a component). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results.
In the fourth quarter of fiscal 2015, the Company changed its internal organizational and reporting structure to combine the auto and metals recycling businesses, which resulted in the formation of a new operating and reportable segment, AMR, replacing the former MRB and APB operating segments. This change led to the identification of components within AMR based on the disaggregation of financial information regularly reviewed by segment management by geographic area. Components with similar economic characteristics were aggregated into reporting units and goodwill was reassigned to the affected reporting units using the relative fair value approach as of the date of the reassessment, July 1, 2015. Beginning on that date, the Company's goodwill is carried by two regionally-defined reporting units, one consisting of a single component with $168 million of allocated goodwill, and the other consisting of two components with similar economic characteristics aggregated into a reporting unit with $9 million of allocated goodwill.

When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting

10
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test.
In the first step of the two-step quantitative impairment test, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess.

The Company estimates the fair value of its reporting units using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for each reporting unit. The determination of fair value involves the use of significant estimates and assumptions, including revenue growth rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, benefits associated with a taxable transaction and synergistic benefits available to market participants. In addition, to corroborate the reporting units’ valuation, the Company uses a market approach based on earnings multiple data and a reconciliation of the Company’s estimate of the aggregate fair value of the reporting units to the Company’s market capitalization, including consideration of a control premium. See Note 4 - Goodwill for further detail including the recognition of goodwill impairment charges of $9 million and $141 million during the second quarter of fiscal 2016 and 2015, respectively.
The Company tests indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The Company did not record any impairment charges on indefinite-lived intangible assets in any of the periods presented.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, notes and other contractual receivables and derivative financial instruments. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250,000 as of February 29, 2016. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit. The Company had $18 million and $33 million of open letters of credit relating to accounts receivable as of February 29, 2016 and August 31, 2015, respectively. The counterparties to the Company's derivative financial instruments are major financial institutions.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt and derivative contracts. The Company uses the market approach to value its financial assets and liabilities, determined using available market information. The net carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. For long-term debt, which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2) and approximates its carrying value. Derivative contracts are reported at fair value. See Note 11 - Derivative Financial Instruments for further detail.
Fair Value Measurements
Fair value is measured using inputs from the three levels of the fair value hierarchy. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are described as follows:
•
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
•
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the determination of the fair value of the asset or liability, either directly or indirectly.
•
Level 3 – Unobservable inputs that are significant to the determination of the fair value of the asset or liability.

11
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


When developing the fair value measurements, the Company uses quoted market prices whenever available or seeks to maximize the use of observable inputs and minimize the use of unobservable inputs when quoted market prices are not available.
Restructuring Charges
Restructuring charges consist of severance, contract termination and other restructuring-related costs. A liability for severance costs is typically recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Contract termination costs consist primarily of costs that will continue to be incurred under operating leases for their remaining terms without economic benefit to the Company. A liability for contract termination costs is recognized at the date the Company ceases using the rights conveyed by the lease contract and is measured at its fair value, which is determined based on the remaining contractual lease rentals reduced by estimated sublease rentals. A liability for other restructuring-related costs is measured at its fair value in the period in which the liability is incurred. Restructuring charges that directly involve a discontinued operation are included in the results of discontinued operations in all periods presented. See Note 7 - Restructuring Charges and Other Exit-Related Costs for further detail.

Note 2 - Recent Accounting Pronouncements

In May 2014, an accounting standard update was issued that clarifies the principles for recognizing revenue. The guidance is applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. Further, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. An accounting standard update issued in August 2015 deferred the effective date for applying the guidance in the original standard by one year, which is now effective for the Company beginning in the first quarter of fiscal 2019, including interim periods within that fiscal year. In March 2016, an accounting standard was issued which further clarifies the implementation guidance on principal versus agent considerations, which will also be effective beginning in the first quarter of fiscal 2019. Upon becoming effective, the Company will apply the amendments in the updated standards either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is evaluating the impact of adopting these standards on its consolidated financial position, results of operations and cash flows.
In April 2015, an accounting standard update was issued that amends the requirements for presenting debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This is not applicable to debt issuance costs related to line-of-credit arrangements, as specified in a related accounting standard update issued in August 2015. The standard is effective for the Company beginning in the first quarter of fiscal 2017, including interim periods within that fiscal year, and is to be applied retrospectively to each prior reporting period presented. Adoption of the standard is not expected to have a material impact on the Company's financial position.
In April 2015, an accounting standard update was issued that clarifies the accounting for cloud computing arrangements that include software licenses. The guidance requires that a cloud computing arrangement that includes a software license be accounted for in the same manner as the acquisition of other software licenses. If the cloud computing arrangement does not include a software license, then it should be accounted for as a service contract. The standard is effective for the Company beginning in the first quarter of fiscal 2017, including interim periods within that fiscal year. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.
In July 2015, an accounting standard update was issued that requires an entity to measure certain types of inventory, including inventory that is measured using the first-in, first out (FIFO) or average cost method, at the lower of cost and net realizable value. The current accounting standard requires an entity to measure inventory at the lower of cost or market, whereby market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments do not apply to inventory that is measured using the last-in, first-out (LIFO) or retail inventory method. The standard is effective for the Company beginning in the first quarter of fiscal 2017, including interim periods within that fiscal year. Adoption of the standard is not expected to have a material impact on the Company's financial position, results of operations and cash flows.
In September 2015, an accounting standard update was issued that eliminates the requirement to retrospectively adjust provisional amounts recognized in a business acquisition recorded in previous reporting periods. The amendments, instead, require that the acquirer recognize adjustments to provisional amounts that are identified during the one-year measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The standard is effective

12
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


for the Company beginning in the first quarter of fiscal 2017, including interim periods within that fiscal year. Adoption of the standard is not expected to have a material impact on the Company's financial position, results of operations and cash flows.
In February 2016, an accounting standard was issued that will supersede the existing lease standard and requiring a lessee to recognize a lease liability and a lease asset on its balance sheet for all leases, including those classified as operating leases under the existing lease standard. The update also expands the required quantitative and qualitative disclosures surrounding leases. This standard is effective for the Company beginning in the first quarter of fiscal 2020, including interim periods within that fiscal year. This standard will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.

Note 3 - Inventories

Inventories consisted of the following (in thousands):
 
February 29, 2016
 
August 31, 2015
Processed and unprocessed scrap metal
$
49,417

 
$
56,860

Semi-finished goods (billets)
8,603

 
10,648

Finished goods
51,141

 
50,440

Supplies
36,869

 
38,584

Inventories
$
146,030

 
$
156,532


Note 4 - Goodwill

The Company tests the goodwill in each of its reporting units annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. During the second quarter of fiscal 2016, management identified the combination of sustained weak market conditions, including the adverse effects of lower commodity selling prices and the constraining impact of the lower price environment on the supply of raw materials which negatively impacted volumes, the Company’s recent financial performance and a decline in the Company’s market capitalization as a triggering event requiring an interim impairment test of goodwill allocated to its reporting units. In connection with the interim impairment test performed in the second quarter of fiscal 2016, the Company used a measurement date of February 1, 2016.
For the reporting unit with $9 million of goodwill as of February 1, 2016, the first step of the impairment test showed that the fair value of the reporting unit was less than its carrying amount, indicating a potential impairment. Based on the second step of the impairment test, the Company concluded that no implied fair value of goodwill remained for the reporting unit, resulting in an impairment of the entire carrying amount of the reporting unit's goodwill totaling $9 million.
For the reporting unit with $166 million of goodwill as of February 1, 2016, the estimated fair value of the reporting unit exceeded its carrying value by approximately 27%. The projections used in the income approach for the reporting unit took into consideration the impact of current market conditions for ferrous and nonferrous recycled metals, the cost of obtaining adequate supply flows of scrap metal including end-of-life vehicles, and recent trends of self-serve parts sales. The projections assumed a limited recovery of operating margins from current depressed levels over a multi-year period, including the benefits of recently initiated cost-saving and productivity improvement measures. The market-based WACC used in the income approach for the reporting unit was 11.16%. The terminal growth rate used in the discounted cash flow model was 2%. Assuming all other components of the fair value estimate were held constant, an increase in the WACC of 2% or more or weaker than anticipated improvements in operating margins could have resulted in a failure of the step one quantitative impairment test for the reporting unit.
The Company also used a market approach based on earnings multiple data and the Company’s market capitalization to corroborate the reporting units’ valuations. The Company reconciled its market capitalization to the aggregated estimated fair value of its reporting units, including consideration of a control premium representing the estimated amount a market participant would pay to obtain a controlling interest. The implied control premium resulting from the difference between the Company's market capitalization (based on the average trading price of the Company's Class A common stock for the two-week period ended February 1, 2016) and the higher aggregated estimated fair value of all of its reporting units was within the historical range of average and mean premiums observed on historical transactions within the steel-making, scrap processing and metals industries. The Company identified specific reconciling items, including market participant synergies, which supported the implied control premium as of February 1, 2016.

13
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The determination of fair value of the reporting units used to perform the first step of the impairment test requires judgment and involves significant estimates and assumptions about the expected future cash flows and the impact of market conditions on those assumptions. Due to the inherent uncertainty associated with forming these estimates, actual results could differ from those estimates. Future events and changing market conditions may impact the Company’s assumptions as to future revenue growth rates, pace and extent of operating margin and volume recovery, market-based WACC and other factors that may result in changes in the estimates of the Company’s reporting units’ fair value. Although management believes the assumptions used in testing the Company’s reporting units’ goodwill for impairment are reasonable, additional declines in or a lack of recovery of market conditions from current levels, a trend of weaker than anticipated financial performance including the pace and extent of operating margin recovery for the reporting unit with allocated goodwill, a deterioration in the Company’s share price from current levels for a sustained period of time, or an increase in the market-based WACC, among other factors, could significantly impact the impairment analysis and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on the Company’s financial condition and results of operations.
The gross changes in the carrying amount of goodwill by reportable segment for the six months ended February 29, 2016 were as follows (in thousands):
 
Auto and Metals Recycling
August 31, 2015
$
175,676

Foreign currency translation adjustment
(555
)
Goodwill impairment charge
(8,845
)
February 29, 2016
$
166,276


Accumulated goodwill impairment charges were $471 million and $462 million as of February 29, 2016 and August 31, 2015 respectively.

Note 5 - Debt

On April 6, 2016, the Company and certain of its subsidiaries entered into the Third Amended and Restated Credit Agreement (the "Amended Credit Agreement") with Bank of America, N.A. as administrative agent, and the other lenders party thereto, which amends and restates the Company’s existing unsecured credit agreement. The Amended Credit Agreement provides for $335 million and C$15 million in senior secured revolving credit facilities maturing in April 2021. Subject to the terms and conditions of the Amended Credit Agreement, the Company may request that the commitments under the U.S. credit facility be increased by an aggregate amount not exceeding $100 million. Prior to its amendment and renewal, the credit agreement provided for revolving loans of $670 million and C$30 million maturing in April 2017. The Company had $198 million in borrowings outstanding under the credit agreement as of April 5, 2016 prior to its amendment and renewal. As of February 29, 2016 and August 31, 2015, borrowings outstanding under the credit agreement were $185 million and $215 million, respectively.
Interest rates on outstanding indebtedness under the Amended Credit Agreement are based, at the Company’s option, on either the London Interbank Offered Rate ("LIBOR"), or the Canadian equivalent, plus a spread of between 1.75% and 2.75%, with the amount of the spread based on a pricing grid tied to the Company’s leverage ratio but no less than 2.50% for the fiscal quarters ending May 31, 2016, August 31, 2016 and November 30, 2016, or the greater of the prime rate, the federal funds rate plus 0.50% or the daily rate equal to one-month LIBOR plus 1.75%, in each case plus a spread of between 0.00% and 1.00% based on a pricing grid tied to the Company's leverage ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20% and 0.40% based on a pricing grid tied to the Company’s leverage ratio.
The Amended Credit Agreement contains certain customary covenants, including covenants that limit the ability of the Company and its subsidiaries to enter into certain types of transactions. Financial covenants include covenants requiring maintenance of a minimum fixed charge coverage ratio, a maximum leverage ratio and a minimum asset coverage ratio. The Company’s obligations under the Amended Credit Agreement are guaranteed by substantially all of its subsidiaries. The credit facilities and the related guarantees are secured by senior first priority liens on certain of the Company's and its subsidiaries’ assets, including equipment, inventory and accounts receivable.
The Company also had an unsecured, uncommitted $25 million credit line with Wells Fargo Bank, N.A. that expired on April 1, 2016. Interest rates were set by the bank at the time of borrowing. The Company had no borrowings outstanding under this credit line as of February 29, 2016 and August 31, 2015.


14
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 6 - Commitments and Contingencies

The Company evaluates the adequacy of its environmental liabilities on a quarterly basis. Adjustments to the liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or expenditures are made for which liabilities were established.

Changes in the Company’s environmental liabilities for the six months ended February 29, 2016 were as follows (in thousands):
Reportable Segment
 
Balance as of August 31, 2015
 
Liabilities Established (Released), Net
 
Payments and Other
 
Balance as of February 29, 2016
 
Short-Term
 
Long-Term
Auto and Metals Recycling
 
$
46,494

 
$
(178
)
 
$
(810
)
 
$
45,506

 
$
732

 
$
44,774

Corporate
 
299

 
—

 
(29
)
 
270

 
150

 
120

Total
 
$
46,793

 
$
(178
)
 
$
(839
)
 
$
45,776

 
$
882

 
$
44,894


Auto and Metals Recycling (“AMR”)
As of February 29, 2016, AMR had environmental liabilities of $46 million for the potential remediation of locations where it has conducted business and has environmental liabilities from historical or recent activities.
 
Portland Harbor
In December 2000, the Company was notified by the United States Environmental Protection Agency (“EPA”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) that it is one of the potentially responsible parties (“PRPs”) that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”). The precise nature and extent of any cleanup of the Site, the parties to be involved, the process to be followed for any cleanup and the allocation of the costs for any cleanup among responsible parties have not yet been determined, but the process of identifying additional PRPs and beginning allocation of costs is underway. It is unclear to what extent the Company will be liable for environmental costs or natural resource damage claims or third party contribution or damage claims with respect to the Site. While the Company participated in certain preliminary Site study efforts, it is not party to the consent order entered into by the EPA with certain other PRPs, referred to as the “Lower Willamette Group” (“LWG”), for a remedial investigation/feasibility study (“RI/FS”).
During fiscal 2007, the Company and certain other parties agreed to an interim settlement with the LWG under which the Company made a cash contribution to the LWG RI/FS. The Company has also joined with more than 80 other PRPs, including the LWG, in a voluntary process to establish an allocation of costs at the Site. These parties have selected an allocation team and have entered into an allocation process design agreement. The LWG has also commenced federal court litigation, which has been stayed, seeking to bring additional parties into the allocation process.
In January 2008, the Natural Resource Damages Trustee Council (“Trustees”) for Portland Harbor invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustees and the PRPs, a funding and participation agreement was negotiated under which the participating PRPs agreed to fund the first phase of the natural resource damage assessment. The Company joined in that Phase I agreement and paid a portion of those costs. The Company did not participate in funding the second phase of the natural resource damage assessment.
On March 30, 2012, the LWG submitted to the EPA and made available on its website a draft feasibility study (“draft FS”) for the Site based on approximately ten years of work and $100 million in costs classified by the LWG as investigation-related. However, the EPA largely rejected this draft FS, and took over the drafting process. The EPA provided their revised draft FS to the LWG and other key stakeholders in sections, with the final section being made available in August 2015. The revised draft FS identifies five possible remedial alternatives which range in estimated cost from approximately $550 million to $1.19 billion (net present value) for the least costly alternative to approximately $1.71 billion to $3.67 billion (net present value) for the most costly and estimates a range of four to eighteen years to implement the remedial work, depending on the selected alternative. The Company and other stakeholders have identified a number of concerns regarding the EPA's cost estimates, scheduling assumptions and conclusions regarding the effectiveness of remediation technologies.
The revised draft FS does not determine who is responsible for remediation costs, define the precise cleanup boundaries or select remedies. While the revised draft FS is an important step in the EPA’s development of a proposed plan for addressing the Site, a final decision on the nature and extent of the required remediation will occur only after the EPA has prepared a proposed plan for public review and issued a record of decision (“ROD”). In November 2015, EPA Region 10 presented its preferred alternative remedy to the National Remedy Review Board ("NRRB"), a peer review group that has been established to review proposed

15
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Superfund cleanup decisions for consistency with the Superfund statute, regulations, and guidance. EPA Region 10’s preferred alternative presented to the NRRB is a modified version of one of the alternatives (Alternative E) in the revised draft FS, and EPA Region 10 estimates that its preferred alternative would take seven years to implement, with an estimated cost of $1.4 billion (net present value). The Company and other stakeholders believe that this preferred alternative raises the same concerns regarding EPA’s cost estimates, scheduling assumptions, and remedy feasibility and effectiveness as identified with the revised draft FS. EPA Region 10 has stated that it expects to release a Proposed Cleanup Plan for public review and comment in May 2016 and to issue its final ROD selecting a remedy for the Site in late 2016. It is uncertain whether the preferred alternative presented by Region 10 in November 2015 will be what the EPA sets forth as its Proposed Cleanup Plan or will be the selected remedy in the final ROD or whether the EPA will be able to maintain its proposed schedule for issuing the ROD.
The next phase in the process following the ROD is the remedial design. The remedial design phase is an engineering phase during which additional technical information and data will be collected, identified and incorporated into technical drawings and specifications developed for the subsequent remedial action. The EPA will be seeking a new coalition of PRPs to perform the remedial design activities. Remediation activities are not expected to commence for a number of years and responsibility for implementing and funding the EPA’s selected remedy will be determined in a separate allocation process. While an allocation process is currently underway, the EPA's revised draft FS and its approach to the proposed alternative remedies have raised questions and uncertainty as to how that allocation process will proceed.
Because there has not been a determination of the total cost of the investigations, the remediation that will be required, the amount of natural resource damages or how the costs of the ongoing investigations and any remedy and natural resource damages will be allocated among the PRPs, the Company believes it is not possible to reasonably estimate the amount or range of costs which it is likely to or which it is reasonably possible that it will incur in connection with the Site, although such costs could be material to the Company’s financial position, results of operations, cash flows and liquidity. Among the facts currently being developed are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within the Site, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs. The Company has insurance policies that it believes will provide reimbursement for costs it incurs for defense, remediation and mitigation for natural resource damages claims in connection with the Site, although there is no assurance that those policies will cover all of the costs which the Company may incur. The Company previously recorded a liability for its estimated share of the costs of the investigation of $1 million.
The Oregon Department of Environmental Quality is separately providing oversight of voluntary investigations by the Company involving the Company’s sites adjacent to the Portland Harbor which are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No liabilities have been established in connection with these investigations because the extent of contamination (if any) and the Company’s responsibility for the contamination (if any) have not yet been determined.

Other AMR Sites
As of February 29, 2016, the Company had environmental liabilities related to various AMR sites other than Portland Harbor of $45 million. The liabilities relate to the potential future remediation of soil contamination, groundwater contamination and storm water runoff issues and were not individually material at any site.

Steel Manufacturing Business (“SMB”)
SMB’s electric arc furnace generates dust (“EAF dust”) that is classified as hazardous waste by the EPA because of its zinc and lead content. As a result, the Company captures the EAF dust and ships it in specialized rail cars to a firm that applies a treatment that allows the EAF dust to be delisted as hazardous waste.
SMB has an operating permit issued under Title V of the Clean Air Act Amendments of 1990, which governs certain air quality standards. The permit is based on an annual production capacity of 950 thousand tons. The permit was first issued in 1998 and has since been renewed through February 1, 2018.
SMB had no environmental liabilities as of February 29, 2016.
Other than the Portland Harbor Superfund site, which is discussed above, management currently believes that adequate provision has been made for the potential impact of these issues and that the ultimate outcomes will not have a material adverse effect on the Unaudited Condensed Consolidated Financial Statements of the Company as a whole. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given period.
In addition, the Company is party to various legal proceedings arising in the normal course of business. Management believes that adequate provisions have been made for these contingencies. The Company does not anticipate that the resolution of legal

16
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


proceedings arising in the normal course of business will have a material adverse effect on its results of operations, financial condition, or cash flows.

Note 7 - Restructuring Charges and Other Exit-Related Costs

The Company has implemented a number of restructuring initiatives designed to reduce operating expenses and improve profitability and to achieve further integration and synergistic cost efficiencies in its operating platform. The restructuring charges incurred by the Company during the periods presented pertain to three separate plans: the plans announced in the first quarter of fiscal 2014 (the “Q1’14 Plan”), the Q1’15 Plan and the Q2'15 Plan.
The Q1'14 Plan was designed to reduce the Company's annual operating expenses through headcount reductions, productivity improvements, procurement savings and other operational efficiencies. The Q1'15 Plan included additional productivity initiatives to improve profitability through a combination of revenue drivers and cost reduction initiatives.
At the end of the second quarter of fiscal 2015, the Company commenced additional restructuring and exit-related initiatives by undertaking strategic actions consisting of idling underutilized assets at AMR and initiating the closure of seven auto parts stores to align the Company's business to the prevalent market conditions. The Company expanded these initiatives in April 2015, and also announced the integration of the MRB and APB Businesses into the combined AMR platform, in order to achieve operational synergies and reduce the Company's annual operating expenses, primarily selling, general and administrative expenses, through headcount reductions, reducing organizational layers, consolidating shared service functions and other non-headcount measures. Additional cost savings and productivity improvement initiatives, including additional reductions in personnel, savings from procurement activities, streamlining of administrative and supporting services functions, and adjustments to our operating capacity through facility closures, were identified and initiated in November 2015 and in February 2016. Collectively, these initiatives are referred to as the Q2'15 Plan.
The Company incurred restructuring charges of $3 million and $5 million during the three and six months ended February 29, 2016, respectively, and $2 million and $3 million during the three and six months ended February 28, 2015, respectively. The remaining charges relating to these initiatives are expected to be substantially incurred by the end of fiscal 2017. The significant majority of the restructuring charges require the Company to make cash payments.
In addition to the restructuring charges recorded related to these initiatives, in the second quarter of fiscal 2016 and 2015 the Company incurred other exit-related costs consisting of long-lived asset impairments and accelerated depreciation due to shortened useful lives of long-lived assets, including from abandonment, in connection with site closures and idled equipment.
Restructuring charges and other exit-related costs were comprised of the following (in thousands):
 
Three Months Ended February 29, 2016
 
Three Months Ended February 28, 2015
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
3,185

 
$
3,185

 
$
371

 
$
540

 
$
911

Contract termination costs
35

 
12

 
47

 
56

 
79

 
135

Other restructuring costs
—

 
—

 
—

 
880

 
93

 
973

Total restructuring charges
35

 
3,197

 
3,232

 
1,307

 
712

 
2,019

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total other exit-related costs
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total restructuring charges and other exit-related costs
$
35

 
$
6,205

 
$
6,240

 
$
1,307

 
$
7,064

 
$
8,371

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related costs included in continuing operations
 
$
5,291

 
 
 
 
 
$
5,394

Restructuring charges and other exit-related costs included in discontinued operations
 
$
949

 
 
 
 
 
$
2,977


17
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
4,346

 
$
4,346

 
$
398

 
$
540

 
$
938

Contract termination costs
125

 
657

 
782

 
309

 
79

 
388

Other restructuring costs
—

 
—

 
—

 
1,223

 
93

 
1,316

Total restructuring charges
125

 
5,003

 
5,128

 
1,930

 
712

 
2,642

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total other exit-related costs
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total restructuring charges and other exit-related costs
$
125

 
$
8,011

 
$
8,136

 
$
1,930

 
$
7,064

 
$
8,994

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related costs included in continuing operations
 
$
7,216

 
 
 
 
 
$
5,987

Restructuring charges and other exit-related costs included in discontinued operations
 
$
920

 
 
 
 
 
$
3,007


 
All Other Plans
 
Q2'15 Plan
 
Total
Total restructuring charges to date
$
7,886

 
$
13,626

 
$
21,512

Total expected restructuring charges
$
7,941

 
$
14,030

 
$
21,971


The following illustrates the reconciliation of the restructuring liability by major type of costs for the six months ended February 29, 2016 (in thousands):
 
All Other Plans
 
Q2’15 Plan
 
All Plans
 
Balance 8/31/2015
 
Charges
 
Payments and Other
 
Balance 2/29/2016
 
Balance 8/31/2015
 
Charges
 
Payments and Other
 
Balance 2/29/2016
 
Total Charges to Date
 
Total Expected Charges
Severance costs
$
—

 
$
—

 
$
—

 
$
—

 
$
1,226

 
$
4,346

 
$
(2,061
)
 
$
3,511

 
$
14,582

 
$
14,646

Contract termination costs
362

 
125

 
(388
)
 
99

 
1,320

 
657

 
(702
)
 
1,275

 
3,248

 
3,643

Other restructuring costs
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3,682

 
3,682

Total
$
362

 
$
125

 
$
(388
)
 
$
99

 
$
2,546

 
$
5,003

 
$
(2,763
)
 
$
4,786

 
$
21,512

 
$
21,971


Due to the individual immateriality of the activity and liability balances for each of the Q1'14 Plan and Q1'15 Plan, the disclosure of restructuring activity and the reconciliation of the restructuring liability for these two plans is provided in the aggregate ("All Other Plans").


18
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Restructuring charges and other exit-related costs by reportable segment and discontinued operations were as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
Total Charges
to Date
 
Total Expected Charges
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
 
 
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
$
2,421

 
$
1,645

 
$
4,343

 
$
2,244

 
$
15,141

 
$
15,593

Unallocated (Corporate)
809

 
63

 
812

 
57

 
4,819

 
4,826

Discontinued operations
2

 
311

 
(27
)
 
341

 
1,552

 
1,552

Total restructuring charges
3,232

 
2,019

 
5,128

 
2,642

 
21,512

 
21,971

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
2,061

 
3,686

 
2,061

 
3,686

 
6,463

 
 
Discontinued operations
947

 
2,666

 
947

 
2,666

 
3,613

 
 
Total other exit-related costs
3,008

 
6,352

 
3,008

 
6,352

 
10,076

 


Total restructuring charges and other exit-related costs
$
6,240

 
$
8,371

 
$
8,136

 
$
8,994

 
$
31,588

 


The Company does not allocate restructuring charges and other exit-related costs to the segments’ operating results because management does not include this information in its measurement of the performance of the operating segments.

Note 8 - Changes in Equity
 
Changes in equity were comprised of the following (in thousands):
 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
SSI Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
 
SSI Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
Balance - September 1 (Beginning of period)
$
534,535

 
$
4,016

 
$
538,551

 
$
770,784

 
$
5,193

 
$
775,977

Net income (loss)
(46,541
)
 
604

 
(45,937
)
 
(198,115
)
 
631

 
(197,484
)
Other comprehensive loss, net of tax
(1,556
)
 
—

 
(1,556
)
 
(23,507
)
 
—

 
(23,507
)
Distributions to noncontrolling interests
—

 
(971
)
 
(971
)
 
—

 
(1,585
)
 
(1,585
)
Share repurchases
(3,479
)
 
—

 
(3,479
)
 
—

 
—

 
—

Restricted stock withheld for taxes
(1,895
)
 
—

 
(1,895
)
 
(1,360
)
 
—

 
(1,360
)
Share-based compensation
2,627

 
—

 
2,627

 
4,300

 
—

 
4,300

Excess tax deficiency from stock options exercised and restricted stock units vested
—

 
—

 
—

 
(704
)
 
—

 
(704
)
Dividends
(10,268
)
 
—

 
(10,268
)
 
(10,298
)
 
—

 
(10,298
)
Balance - February 29, 2016 and February 28, 2015
(End of period)
$
473,423

 
$
3,649

 
$
477,072

 
$
541,100

 
$
4,239

 
$
545,339



19
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 9 - Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax, were comprised of the following (in thousands):
 
Three Months Ended February 29, 2016
 
Three Months Ended February 28, 2015
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
Balances - December 1 (Beginning of period)
$
(35,018
)
 
$
(4,232
)
 
$
—

 
$
(39,250
)
 
$
(17,935
)
 
$
(2,000
)
 
$
(850
)
 
$
(20,785
)
Other comprehensive loss before reclassifications
(892
)
 
—

 
—

 
(892
)
 
(12,601
)
 
—

 
(3,424
)
 
(16,025
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other comprehensive loss before reclassifications, net of tax
(892
)
 
—

 
—

 
(892
)
 
(12,601
)
 
—

 
(3,424
)
 
(16,025
)
Amounts reclassified from accumulated other comprehensive loss
—

 
101

 
—

 
101

 
—

 
38

 
853

 
891

Income tax benefit
—

 
(37
)
 
—

 
(37
)
 
—

 
(15
)
 
(214
)
 
(229
)
Amounts reclassified from accumulated other comprehensive loss, net of tax
—

 
64

 
—

 
64

 
—

 
23

 
639

 
662

Net periodic other comprehensive income (loss)
(892
)
 
64

 
—

 
(828
)
 
(12,601
)
 
23

 
(2,785
)
 
(15,363
)
Balances - February 29, 2016 and February 28, 2015 (End of period)
$
(35,910
)
 
$
(4,168
)
 
$
—

 
$
(40,078
)
 
$
(30,536
)
 
$
(1,977
)
 
$
(3,635
)
 
$
(36,148
)
 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
Balances - September 1 (Beginning of period)
$
(34,009
)
 
$
(4,273
)
 
$
(240
)
 
$
(38,522
)
 
$
(10,663
)
 
$
(2,036
)
 
$
58

 
$
(12,641
)
Other comprehensive loss before reclassifications
(1,901
)
 
—

 
—

 
(1,901
)
 
(19,873
)
 
—

 
(5,136
)
 
(25,009
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
—

 
428

 
428

Other comprehensive loss before reclassifications, net of tax
(1,901
)
 
—

 
—

 
(1,901
)
 
(19,873
)
 
—

 
(4,708
)
 
(24,581
)
Amounts reclassified from accumulated other comprehensive loss
—

 
165

 
312

 
477

 
—

 
87

 
1,354

 
1,441

Income tax benefit
—

 
(60
)
 
(72
)
 
(132
)
 
—

 
(28
)
 
(339
)
 
(367
)
Amounts reclassified from accumulated other comprehensive loss, net of tax
—

 
105

 
240

 
345

 
—

 
59

 
1,015

 
1,074

Net periodic other comprehensive income (loss)
(1,901
)
 
105

 
240

 
(1,556
)
 
(19,873
)
 
59

 
(3,693
)
 
(23,507
)
Balances - February 29, 2016 and February 28, 2015 (End of period)
$
(35,910
)
 
$
(4,168
)
 
$
—

 
$
(40,078
)
 
$
(30,536
)
 
$
(1,977
)
 
$
(3,635
)
 
$
(36,148
)

Reclassifications from accumulated other comprehensive loss, both individually and in the aggregate, were immaterial to the impacted captions in the Unaudited Condensed Consolidated Statements of Operations.

Note 10 - Discontinued Operations

In the third quarter of fiscal 2015, the Company ceased operations at seven auto parts stores, six of which qualified for discontinued operations reporting in accordance with the accounting standards in effect at the time. The operations of the six qualifying stores had previously been reported within the APB reportable segment, which was subsequently replaced by the AMR reportable segment in the fourth quarter of fiscal 2015. In the second quarter of fiscal 2016 and 2015, the Company recorded impairment charges of

20
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


$1 million and $3 million, respectively, on the long-lived assets of discontinued auto parts stores. Impaired assets in the second quarter of fiscal 2016 consisted primarily of capital lease assets associated with the buildings on two leased properties.
Operating results of discontinued operations were comprised of the following (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Revenues
$
—

 
$
3,140

 
$
—

 
$
6,770

 
 
 
 
 
 
 
 
Loss from discontinued operations before income taxes
$
(1,015
)
 
$
(4,321
)
 
$
(1,094
)
 
$
(5,257
)
Income tax (expense) benefit
(9
)
 
79

 
5

 
177

Loss from discontinued operations, net of tax
$
(1,024
)
 
$
(4,242
)
 
$
(1,089
)
 
$
(5,080
)

Note 11 - Derivative Financial Instruments

The Company previously entered into a series of foreign currency exchange forward contracts to sell U.S. dollars in order to hedge a portion of its exposure to fluctuating rates of exchange on anticipated U.S. dollar-denominated sales by its Canadian subsidiary with a functional currency of the Canadian dollar. The Company utilized intercompany foreign currency derivatives and offsetting derivatives with external counterparties in order to designate the intercompany derivatives as hedging instruments. Once the U.S. dollar-denominated sales have been recognized and the corresponding receivables collected, the Company utilized foreign currency exchange forward contracts to sell Canadian dollars, achieving a result similar to net settling the contracts to sell U.S. dollars. The foreign currency exchange forward contracts to sell Canadian dollars are not designated as hedging instruments.
The Company did not have any foreign currency exchange forward contracts as of February 29, 2016, and the results of contracts that expired during fiscal 2016 were immaterial. Accordingly, the results of foreign currency exchange forward contracts for fiscal 2016 are excluded from the tabular disclosures below.
The fair value of derivative instruments in the Unaudited Condensed Consolidated Balance Sheets is as follows (in thousands):
 
Asset (Liability) Derivatives
 
Balance Sheet Location
August 31, 2015
Foreign currency exchange forward contracts
Prepaid expenses and other current assets
$
—

Foreign currency exchange forward contracts
Other accrued liabilities
$
(751
)

The following table summarizes the results of foreign currency exchange derivatives (in thousands):
 
Derivative Gain (Loss) Recognized
 
Three Months Ended February 28, 2015
 
Other Comprehensive Loss
 
Revenues - Effective Portion
 
Other Income (Expense), net
Foreign currency exchange forward contracts
- designated as cash flow hedges
$
(3,424
)
 
$
(853
)
 
$
121

Foreign currency exchange forward contracts
- not designated as cash flow hedges
$
—

 
$
—

 
$
(117
)
 
Derivative Gain (Loss) Recognized
 
Six Months Ended February 28, 2015
 
Other Comprehensive Loss
 
Revenues - Effective Portion
 
Other Income (Expense), net
Foreign currency exchange forward contracts
- designated as cash flow hedges
$
(5,136
)
 
$
(1,354
)
 
$
175

Foreign currency exchange forward contracts
- not designated as cash flow hedges
$
—

 
$
—

 
$
(122
)

There was no hedge ineffectiveness with respect to the forward currency exchange cash flow hedges for the three and six months ended February 28, 2015.

21
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 12 - Share-Based Compensation

In the first quarter of fiscal 2016, as part of the annual awards under the Company's Long-Term Incentive Plan, the Compensation Committee of the Company's Board of Directors ("Compensation Committee") granted 203,728 restricted stock units ("RSUs") and 201,702 performance share awards to the Company's key employees and officers under the Company's 1993 Amended and Restated Stock Incentive Plan ("SIP"). The RSUs have a five-year term and vest 20% per year commencing October 31, 2016. In addition, in the first quarter of fiscal 2016 the Compensation Committee granted 48,163 RSUs with a two-year vesting term and no retirement-eligibility provisions under the SIP. The aggregate fair value of all of the RSUs granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $4 million. The compensation expense associated with the RSUs is recognized over the requisite service period of the awards, net of forfeitures.
The performance share awards are comprised of two separate and distinct awards with different vesting conditions.
The Compensation Committee granted 99,860 performance share awards based on a relative Total Shareholder Return ("TSR") metric over a performance period spanning November 9, 2015 to August 31, 2018. Award share payouts range from 0% to a maximum of 200% based on the relative ranking of the Company's TSR among a designated peer group of 16 companies. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company's TSR is negative. The TSR awards contain a market condition and, therefore, once the award recipients complete the requisite service period, the related compensation expense based on the grant-date fair value is not changed, regardless of whether the market condition has been satisfied. The estimated fair value of the TSR awards at the date of grant was $2 million. The Company estimated the fair value of the TSR awards using a Monte-Carlo simulation model utilizing several key assumptions including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features.
The remaining 101,842 performance share awards have a three -year performance period consisting of the Company’s fiscal 2016, 2017 and 2018. The performance targets are based on the Company's cash flow return on investment over the three-year performance period, with award payouts ranging from 0% to a maximum of 200%. The fair value of the awards granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $2 million.
The compensation expense associated with performance share awards is recognized over the requisite service period, net of forfeitures. Performance share awards will be paid in Class A common stock as soon as practicable after the end of the requisite service period and vesting date of October 31, 2018.

In the second quarter of fiscal 2016, the Company granted deferred stock units ("DSU") to each of its non-employee directors under the Company's 1993 Stock Incentive Plan. Each DSU gives the director the right to receive one share of Class A common stock at a future date. The grant included an aggregate of 57,780 shares that will vest on the day before the Company's 2017 annual meeting, subject to continued Board service. The total value of these awards at the grant date was $1 million. John Carter, the Company's Chairman, and Tamara Lundgren, President and Chief Executive Officer, receive compensation pursuant to their employment agreements and do not receive DSUs.


22
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 13 - Income Taxes

The effective tax rate for the Company’s continuing operations for the three and six months ended February 29, 2016 was an expense of 3.3% and 1.6%, respectively, compared to a benefit of 4.8% and 4.7% for the three and six months ended February 28, 2015, respectively.
A reconciliation of the difference between the federal statutory rate and the Company’s effective rate is as follows:
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
 
35.0
 %
State taxes, net of credits
1.6

 
1.1

 
1.5

 
1.1

Foreign income taxed at different rates
(4.5
)
 
(7.4
)
 
(5.1
)
 
(7.6
)
Non-deductible officers’ compensation
(1.1
)
 
(0.1
)
 
(0.7
)
 
(0.1
)
Noncontrolling interests
2.6

 
0.5

 
1.8

 
0.5

Research and development credits
0.8

 
0.1

 
0.6

 
0.1

Valuation allowance on deferred tax assets
(35.2
)
 
(20.5
)
 
(32.9
)
 
(20.4
)
Non-deductible goodwill
(0.4
)
 
(2.8
)
 
(0.4
)
 
(2.8
)
Unrecognized tax benefits
(0.9
)
 
(0.5
)
 
(0.7
)
 
(0.5
)
Other
(1.2
)
 
(0.6
)
 
(0.7
)
 
(0.6
)
Effective tax rate
(3.3
)%
 
4.8
 %
 
(1.6
)%
 
4.7
 %
_____________________________
(1)
For periods with reported pre-tax losses, the effect of reconciling items with positive signs is a tax benefit in excess of applying the federal statutory rate to the pre-tax loss.

The effective tax rate from continuing operations for the second quarter and first six months of fiscal 2016 was lower than the federal statutory rate of 35% primarily due to the low projected annual effective tax rate applied to the quarterly results. The low projected annual effective tax rate is the result of the Company’s full valuation allowance positions partially offset by increases in deferred tax liabilities from indefinite-lived assets in all jurisdictions.
The effective tax rate for the second quarter and first six months of fiscal 2015 was impacted primarily by the recognition of valuation allowances of $42 million on current period benefits in multiple taxing jurisdictions and the impact of the lower financial performance of foreign operations, which are taxed at more favorable rates. The deferred tax assets for which a valuation allowance was recorded were related primarily to deductible temporary differences created in the second quarter by the impairment charges to goodwill and other assets.
The Company files federal and state income tax returns in the U.S. and foreign tax returns in Puerto Rico and Canada. At this time, the Company is under examination in one of its taxing jurisdictions, Canada, for fiscal years 2013 and 2014. For U.S. federal income tax returns, fiscal years 2012 to 2015 remain subject to examination under the statute of limitations.


23
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 14 - Net Loss Per Share

The following table sets forth the information used to compute basic and diluted net loss per share attributable to SSI (in thousands):
 
Three Months Ended
 
Six Months Ended
  
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Loss from continuing operations
$
(39,946
)
 
$
(191,640
)
 
$
(44,848
)
 
$
(192,404
)
Net (income) loss attributable to noncontrolling interests
(275
)
 
240

 
(604
)
 
(631
)
Loss from continuing operations attributable to SSI
(40,221
)
 
(191,400
)
 
(45,452
)
 
(193,035
)
Loss from discontinued operations, net of tax
(1,024
)
 
(4,242
)
 
(1,089
)
 
(5,080
)
Net loss attributable to SSI
$
(41,245
)
 
$
(195,642
)
 
$
(46,541
)
 
$
(198,115
)
Computation of shares:
 
 
 
 
 
 
 
Weighted average common shares outstanding, basic
27,201

 
27,020

 
27,178

 
26,982

Incremental common shares attributable to dilutive stock options, performance share awards, DSUs, and RSUs
—

 
—

 
—

 
—

Weighted average common shares outstanding, diluted
27,201

 
27,020

 
27,178

 
26,982

 
Common stock equivalent shares of 993,799 and 925,615, respectively, were considered antidilutive and were excluded from the calculation of diluted net loss per share for each of the three and six months ended February 29, 2016, compared to 1,325,818 and 1,261,928 common stock equivalent shares for each of the three and six months ended February 28, 2015.

Note 15 - Related Party Transactions

The Company purchases recycled metal from its joint venture operations at prices that approximate fair market value. These purchases totaled $2 million and $6 million for the three months ended February 29, 2016 and February 28, 2015, respectively, and $6 million and $13 million for the six months ended February 29, 2016 and February 28, 2015, respectively.
Thomas D. Klauer, Jr., who had been President of the Company’s former Auto Parts Business prior to his retirement on January 5, 2015, is the sole shareholder of a corporation that is the 25% minority partner in a partnership in which the Company is the 75% partner and which operates five self-service stores in Northern California. Mr. Klauer’s 25% share of the profits of this partnership totaled less than $1 million and $1 million for the three and six months ended February 28, 2015, respectively. The partnership leases properties from entities in which Mr. Klauer has ownership interests under agreements that expire in December 2020 with options to renew the leases, upon expiration, for multiple periods. The rent paid by the partnership to the entities in which Mr. Klauer has ownership interests was less than $1 million for each of the three and six months ended February 28, 2015.
Note 16 - Segment Information

The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses and for which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
Prior to the fourth quarter of fiscal 2015, the Company's internal organizational and reporting structure supported three operating and reportable segments: the Metals Recycling Business ("MRB"), the Auto Parts Business ("APB") and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2015, in accordance with its plan announced in April 2015, the Company combined and integrated its auto parts and metals recycling businesses into a single operating platform. This resulted in a realignment of how the Chief Executive Officer, who is considered the Company's chief operating decision maker, reviews performance and makes decisions on resource allocation. The change in the Company's internal organizational and reporting structure resulted in the formation of a new operating and reportable segment, the Auto and Metals Recycling ("AMR") business, replacing the former MRB and APB segments. The Company began reporting on this new segment in the fourth quarter of fiscal 2015 as reflected in its Annual Report on Form 10-K for the year ended August 31, 2015. The segment data for the comparable periods presented herein has been revised to conform to the current period presentation for all activities of AMR. Recasting this historical information did not have an impact on the Company's consolidated financial performance for any of the periods presented.


24
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AMR buys and processes ferrous and nonferrous metal for sale to foreign and other domestic steel producers or their representatives and to SMB. In addition, AMR purchases ferrous metal from other processors for shipment directly to SMB. AMR also procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores.
The Company is a noncontrolling partner in joint ventures, which are either in the metals recycling business or are suppliers of unprocessed metal, the results of which are reported within the AMR reportable segment.
SMB operates a steel mini-mill that produces a wide range of finished steel products using recycled metal and other raw materials.
Intersegment sales from AMR to SMB are made at rates that approximate market prices for shipments from the West Coast of the U.S. These intercompany sales tend to produce intercompany profits which are not recognized until the finished products are ultimately sold to third parties.
The information provided below is obtained from internal information that is provided to the Company’s chief operating decision maker for the purpose of corporate management. The Company uses segment operating income to measure segment performance. The Company does not allocate corporate interest income and expense, income taxes and other income and expense to its reportable segments. Expenses related to shared services that support operational activities and transactions is allocated from Corporate to the segments. Unallocated Corporate expense consists primarily of expense for certain shared services management and administrative services that benefit both reportable segments. In addition, the Company does not allocate restructuring charges and other exit-related costs to the segment operating income because management does not include this information in its measurement of the performance of the operating segments. The results of discontinued operations are excluded from segment operating income and are presented separately, net of tax, from the results of ongoing operations for all periods presented.
The table below illustrates the Company’s revenues from continuing operations by reportable segment (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Revenues:
 
 
 
 
 
 
 
Auto and Metals Recycling:
 
 
 
 
 
 
 
Revenues
$
249,812

 
$
389,057

 
$
522,777

 
$
902,745

Less: Intersegment revenues
(19,126
)
 
(44,734
)
 
(42,794
)
 
(100,016
)
AMR external customer revenues
230,686

 
344,323

 
479,983

 
802,729

Steel Manufacturing Business:
 
 
 
 
 
 
 
Revenues
58,391

 
93,126

 
130,292

 
188,344

Total revenues
$
289,077

 
$
437,449

 
$
610,275

 
$
991,073


The table below illustrates the reconciliation of the Company’s segment operating loss to the loss from continuing operations before income taxes (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Auto and Metals Recycling
$
(26,350
)
 
$
(188,640
)
 
$
(24,314
)
 
$
(183,911
)
Steel Manufacturing Business
(1,202
)
 
3,799

 
1,552

 
10,006

Segment operating loss
(27,552
)
 
(184,841
)
 
(22,762
)
 
(173,905
)
Restructuring charges and other exit-related costs
(5,291
)
 
(5,394
)
 
(7,216
)
 
(5,987
)
Corporate and eliminations
(4,233
)
 
(10,776
)
 
(11,126
)
 
(20,334
)
Operating loss
(37,076
)
 
(201,011
)
 
(41,104
)
 
(200,226
)
Interest expense
(2,015
)
 
(2,295
)
 
(3,874
)
 
(4,669
)
Other income, net
438

 
1,993

 
845

 
2,925

Loss from continuing operations before income taxes
$
(38,653
)
 
$
(201,313
)
 
$
(44,133
)
 
$
(201,970
)


25
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following is a summary of the Company’s total assets by reportable segment (in thousands):
 
February 29, 2016
 
August 31, 2015
Auto and Metals Recycling(1)
$
1,452,722

 
$
1,492,906

Steel Manufacturing Business
369,836

 
370,955

Total segment assets
1,822,558

 
1,863,861

Corporate and eliminations
(970,385
)
 
(901,562
)
Total assets
$
852,173

 
$
962,299

_____________________________
(1)
AMR total assets include $13 million and $15 million as of February 29, 2016 and August 31, 2015, respectively, for investments in joint ventures.

26
SCHNITZER STEEL INDUSTRIES, INC.
 

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section includes a discussion of our operations for the three and six months ended February 29, 2016 and February 28, 2015. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended August 31, 2015 and the Unaudited Condensed Consolidated Financial Statements and the related Notes thereto included in Part I, Item 1 of this report.

General
Founded in 1906, Schnitzer Steel Industries, Inc., an Oregon corporation, is one of North America's largest recyclers of ferrous and nonferrous scrap metal including end-of-life vehicles and a manufacturer of finished steel products.
Prior to the fourth quarter of fiscal 2015, our internal organizational and reporting structure supported three operating and reportable segments: the Metals Recycling Business ("MRB"), the Auto Parts Business ("APB") and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2015, in accordance with our plan announced in April 2015, we combined and integrated our auto parts and metals recycling businesses into a single operating platform. This change in organizational structure is intended to further optimize the efficiencies in our operating platform, enabling additional synergies to be captured throughout our supply chain and global sales channels and more effectively leveraging our shared services platform. The change in our internal organizational and reporting structure resulted in the formation of a new operating and reportable segment, the Auto and Metals Recycling ("AMR") business, replacing the former MRB and APB segments. We began reporting on this new segment in the fourth quarter of fiscal 2015 as reflected in our Annual Report on Form 10-K for the year ended August 31, 2015. The segment data for the comparable periods presented herein has been recast to conform to the current period presentation for all activities of AMR. Recasting this historical information did not have an impact on the consolidated financial performance of SSI for any of the periods presented.
The results of discontinued operations are excluded from segment operating income and are presented separately, net of tax, from the results of ongoing operations for all periods presented.
For further information regarding our reportable segments, see Note 16 - Segment Information in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.
Our results of operations depend in large part on the demand and prices for recycled metal in foreign and domestic markets and on the supply of raw materials, including end-of-life vehicles, available to be processed at our facilities. Our deep water port facilities on both the East and West Coasts of the U.S. (in Everett, Massachusetts; Providence, Rhode Island; Oakland, California; Portland, Oregon; and Tacoma, Washington) and access to public deep water port facilities (in Kapolei, Hawaii; and Salinas, Puerto Rico) allow us to efficiently meet the global demand for recycled ferrous metal by shipping bulk cargoes to steel manufacturers located in Europe, Africa, the Middle East (“EAME”), Asia, and Central America. Our exports of nonferrous recycled metal are shipped in containers through various public docks to specialty steelmakers, foundries, aluminum sheet and ingot manufacturers, copper refineries and smelters, brass and bronze ingot manufacturers and wire and cable producers globally. We also transport both ferrous and nonferrous metals by truck, rail and barge in order to transfer scrap metal between our facilities for further processing, to load shipments at our export facilities and to meet regional domestic demand.


27
SCHNITZER STEEL INDUSTRIES, INC.
 

Executive Overview of Financial Results for the Second Quarter of Fiscal 2016

We generated consolidated revenues of $289 million in the second quarter of fiscal 2016, a decrease of 34% from the $437 million of consolidated revenues in the second quarter of fiscal 2015 primarily as a result of significantly lower average net selling prices for ferrous and nonferrous scrap metal and finished steel products, and reduced sales volumes compared to the prior year period. The decrease in ferrous and nonferrous scrap metal prices compared to the prior year period was driven by weaker global markets due to excess steel capacity and overproduction, a strengthening of the U.S. dollar, the impact of lower iron ore prices on market conditions for recycled ferrous metals and weaker demand in the end-markets to which we sell. After the sharp decline experienced during the first quarter of fiscal 2016, export net selling prices for shipments of recycled ferrous metal declined further in the latter half of the second quarter of fiscal 2016 before beginning to rise at the end of the quarter. Average net selling prices for shipments of ferrous and nonferrous scrap metal in the second quarter of fiscal 2016 were 42% and 23% lower, respectively, than in the prior year quarter. Sales volumes of ferrous scrap metal at AMR decreased by 6% compared to the prior year quarter primarily due to a combination of weaker demand globally and reduced availability of raw materials, including end-of-life vehicles, resulting from the lower price environment. The average sales price of finished steel products also decreased significantly compared to the prior year quarter driven by increased competition from imported steel products and lower steel-making raw material costs.
Consolidated operating loss was $37 million in the second quarter of fiscal 2016, compared to consolidated operating loss of $201 million in the second quarter of fiscal 2015. Adjusted consolidated operating loss in the second quarter of fiscal 2016 was $4 million, compared to adjusted consolidated operating loss of $9 million in the second quarter of fiscal 2015 (adjusted results exclude the impact of goodwill and other asset impairment charges, restructuring charges and other exit-related costs and, in the second quarter of fiscal 2015, the impact of reselling or modifying the terms of certain previously contracted bulk ferrous shipments; see the reconciliation of adjusted consolidated operating loss in Non-GAAP Financial Measures at the end of Item 2). The lower price environment during the second quarter of fiscal 2016 compared to the prior year quarter adversely impacted the spread between direct purchase costs and selling prices of scrap metal and further constrained the supply of scrap metal including end-of-life vehicles, which resulted in lower processed volumes and compression of operating margins at AMR. The prior year quarter had experienced a sharply declining price environment, which resulted in a substantial adverse effect on cost of goods sold and compression of operating margins due to average inventory costs not decreasing as quickly as purchase costs for recycled metal. In the second quarter of fiscal 2016, SMB's operating results were negatively impacted by a decrease in finished steel products selling prices and the impact of increased competition from imported steel products, leading to a reduction in operating results in fiscal 2016 compared to the prior year quarter. The adverse effects of the market conditions on operating results in the second quarter of fiscal 2016 were partially offset by the benefits from cost saving and productivity improvement initiatives initiated in fiscal 2015 and further expanded in fiscal 2016 to reduce direct costs of production and decrease consolidated selling, general and administrative ("SG&A") expense, which was $9 million, or 20%, lower compared to the prior year quarter primarily as a result of reduced employee-related expense.
In the second quarter of fiscal 2016, we identified the combination of sustained weak market conditions, including the adverse effects of lower commodity selling prices and the constraining impact of the lower price environment on the supply of raw materials which negatively impacted volumes, our recent financial performance and a decline in our market capitalization as a triggering event requiring an interim impairment test of goodwill allocated to our reporting units. The impairment test resulted in a non-cash goodwill impairment charge of $9 million in a reporting unit within the AMR operating segment. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets of $21 million. See Results of Operations, Operating Loss in this Item 2 for further discussion of asset impairments and accelerated depreciation.
In the second quarter of fiscal 2015, we identified a triggering event requiring an interim impairment test of goodwill which resulted in a non-cash goodwill impairment charge of $141 million at the former MRB reporting unit. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets of $50 million primarily in connection with certain strategic actions we undertook to improve our operating performance which included idling shredding equipment and the closure of several auto parts stores.
In recent periods, we initiated and implemented a number of cost reduction and productivity improvement measures to more closely align our business to the prevalent market conditions. The combined benefit of the measures initiated since the beginning of fiscal 2015 represents a targeted annual improvement of operating performance of $95 million. These initiatives include those announced in the first quarter of fiscal 2015 (the "Q1'15 Plan") followed by further cost saving and exit-related measures in the second quarter of fiscal 2015 (the "Q2'15 Plan") targeting a combined benefit to annual operating performance of approximately $60 million. In fiscal 2016, we expanded the Q2'15 Plan initiatives by $5 million in the first quarter and by an additional $30 million in the second quarter of fiscal 2016, of which approximately $13 million is expected to be achieved in the second half of fiscal 2016 and the full benefit in fiscal 2017. In the second quarter and first six months of fiscal 2016, we achieved approximately $16 million and $32 million, respectively, in combined benefits related to these Plans. We expect to achieve substantially all of the combined annual improvement target of $95 million associated with these Plans in fiscal 2017. Charges incurred in connection with the foregoing initiatives are discussed in Results of Operations, Operating Loss in this Item 2.

28
SCHNITZER STEEL INDUSTRIES, INC.
 

Net loss from continuing operations attributable to SSI in the second quarter of fiscal 2016 was $40 million, or $(1.48) per diluted share, compared to net loss from continuing operations attributable to SSI of $191 million, or $(7.08) per diluted share, in the prior year period. Adjusted net loss from continuing operations attributable to SSI in the second quarter of fiscal 2016 was $7 million, or $(0.25) per diluted share, compared to adjusted net loss from continuing operations attributable to SSI of $8 million, or $(0.28) per diluted share, in the prior year period (adjusted results exclude goodwill and other asset impairment charges, restructuring charges and other exit-related costs and, in fiscal 2015, the impact of reselling or modifying the terms of certain previously contracted bulk ferrous shipments; see the reconciliation of adjusted net loss from continuing operations attributable to SSI in Non-GAAP Financial Measures at the end of Item 2).
The following items summarize our consolidated financial results for the second quarter of fiscal 2016:
•
Revenues of $289 million, compared to $437 million in the second quarter of fiscal 2015;
•
Consolidated operating loss of $37 million, compared to consolidated operating loss of $201 million in the second quarter of fiscal 2015;
•
Adjusted consolidated operating loss of $4 million, compared to adjusted consolidated operating loss of $9 million in the second quarter of fiscal 2015 (see reconciliation of adjusted consolidated operating loss in Non-GAAP Financial Measures at the end of Item 2);
•
For the first six months of fiscal 2016, net cash provided by operating activities of $47 million, compared to $16 million in the prior year period; and
•
Debt, net of cash, of $189 million as of February 29, 2016, compared to $205 million as of August 31, 2015 (see the reconciliation of debt, net of cash in Non-GAAP Financial Measures at the end of Item 2).
The following items highlight our reportable segment financial results for the second quarter of fiscal 2016:
•
AMR revenues and operating loss of $250 million and $26 million, respectively, compared to $389 million and $189 million, respectively, in the second quarter of fiscal 2015.
•
AMR adjusted operating income of $1 million, compared to adjusted operating loss of $3 million in the second quarter of fiscal 2015 (see reconciliation of adjusted AMR operating income (loss) in Non-GAAP Financial Measures at the end of Item 2);
•
SMB revenues and operating loss of $58 million and $1 million, respectively, compared to revenues and operating income of $93 million and $4 million, respectively, in the second quarter of fiscal 2015.

29
SCHNITZER STEEL INDUSTRIES, INC.
 

Results of Operations
 
Three Months Ended
 
Six Months Ended
($ in thousands)
2/29/2016
 
2/28/2015
 
% Change
 
2/29/2016
 
2/28/2015
 
% Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
$
249,812

 
$
389,057

 
(36
)%
 
$
522,777

 
$
902,745

 
(42
)%
Steel Manufacturing Business
58,391

 
93,126

 
(37
)%
 
130,292

 
188,344

 
(31
)%
Intercompany revenue eliminations(1)
(19,126
)
 
(44,734
)
 
(57
)%
 
(42,794
)
 
(100,016
)
 
(57
)%
Total revenues
289,077

 
437,449

 
(34
)%
 
610,275

 
991,073

 
(38
)%
Cost of goods sold:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
222,728

 
361,798

 
(38
)%
 
465,120

 
837,254

 
(44
)%
Steel Manufacturing Business
58,195

 
87,998

 
(34
)%
 
125,674

 
175,301

 
(28
)%
Intercompany cost of goods sold eliminations(1)
(21,253
)
 
(43,147
)
 
(51
)%
 
(46,270
)
 
(97,891
)
 
(53
)%
Total cost of goods sold
259,670

 
406,649

 
(36
)%
 
544,524

 
914,664

 
(40
)%
Selling, general and administrative expense:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
25,886

 
32,350

 
(20
)%
 
54,335

 
66,381

 
(18
)%
Steel Manufacturing Business
1,398

 
1,329

 
5
 %
 
3,066

 
3,037

 
1
 %
Corporate(2)
6,315

 
8,488

 
(26
)%
 
14,616

 
17,480

 
(16
)%
Total selling, general and administrative expense
33,599

 
42,167

 
(20
)%
 
72,017

 
86,898

 
(17
)%
(Income) loss from joint ventures:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
324

 
(565
)
 
NM

 
412

 
(1,093
)
 
NM

Change in intercompany profit elimination(3)
(34
)
 
(44
)
 
(23
)%
 
(93
)
 
(16
)
 
481
 %
Total (income) loss from joint ventures
290

 
(609
)
 
NM

 
319

 
(1,109
)
 
NM

Goodwill impairment charge:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
8,845

 
141,021

 
(94
)%
 
8,845

 
141,021

 
(94
)%
Other asset impairment charges:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
18,379

 
43,093

 
(57
)%
 
18,379

 
43,093

 
(57
)%
Corporate
79

 
745

 
(89
)%
 
79

 
745

 
(89
)%
Total other asset impairment charges
18,458

 
43,838

 
(58
)%
 
18,458

 
43,838

 
(58
)%
Operating income (loss):
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
(26,350
)
 
(188,640
)
 
(86
)%
 
(24,314
)
 
(183,911
)
 
(87
)%
Steel Manufacturing Business
(1,202
)
 
3,799

 
NM

 
1,552

 
10,006

 
(84
)%
Segment operating loss
(27,552
)
 
(184,841
)
 
(85
)%
 
(22,762
)
 
(173,905
)
 
(87
)%
Restructuring charges and other exit-related costs(4)
(5,291
)
 
(5,394
)
 
(2
)%
 
(7,216
)
 
(5,987
)
 
21
 %
Corporate expense(2)
(6,394
)
 
(9,233
)
 
(31
)%
 
(14,695
)
 
(18,225
)
 
(19
)%
Change in intercompany profit elimination(5)
2,161

 
(1,543
)
 
NM

 
3,569

 
(2,109
)
 
NM

Total operating loss
$
(37,076
)
 
$
(201,011
)
 
(82
)%
 
$
(41,104
)
 
$
(200,226
)
 
(79
)%
_____________________________
NM = Not Meaningful
(1)
AMR sells recycled ferrous metal to SMB at rates per ton that approximate West Coast U.S. market prices. These intercompany revenues and cost of goods sold are eliminated in consolidation.
(2)
Corporate expense consists primarily of unallocated expenses for certain shared services management and administrative services that benefit both reportable segments.
(3)
The joint ventures sell recycled metal to AMR and to SMB at prices that approximate local market rates, which produces intercompany profit. This intercompany profit is eliminated while the products remain in inventory and is not recognized until the finished products are sold to third parties.

30
SCHNITZER STEEL INDUSTRIES, INC.
 

(4)
Restructuring charges consist of expense for severance, contract termination and other restructuring costs that management does not include in its measurement of the performance of the operating segments. Other exit-related costs consist of asset impairments and accelerated depreciation related to site closures.
(5)
Intercompany profits are not recognized until the finished products are sold to third parties; therefore, intercompany profit is eliminated while the products remain in inventory.

Revenues
Consolidated revenues in the second quarter and first six months of fiscal 2016 were $289 million and $610 million, decreases of 34% and 38%, respectively, compared to the same periods in the prior year. The decreases were primarily due to significantly lower average net selling prices for ferrous and nonferrous scrap metal and finished steel products, and reduced sales volumes. The decreases in ferrous and nonferrous scrap metal prices compared to the prior year were driven by weaker global markets due to excess steel capacity and overproduction, a strengthening of the U.S. dollar, the impact of lower iron ore prices on market conditions for recycled ferrous metals and weaker demand in the end-markets to which we sell. After the sharp decline experienced during the first quarter of fiscal 2016, export net selling prices for shipments of recycled ferrous metal declined further in the latter half of the second quarter of fiscal 2016 before beginning to rise at the end of the quarter. Average net selling prices for shipments of ferrous scrap metal in the second quarter and first six months of fiscal 2016 were lower by 42% and 43%, respectively, than in the prior year comparable periods. Sales volumes of ferrous scrap metal at AMR decreased by 6% and 13%, respectively, in the second quarter and first six months of fiscal 2016 compared to the prior year periods primarily due to a combination of weaker demand globally and reduced availability of raw materials including end-of-life vehicles resulting from the lower price environment. Average net selling prices for shipments of nonferrous scrap metal in the second quarter and first six months of fiscal 2016 were 23% lower than in the prior year comparable periods. Sales volumes of nonferrous scrap metal at AMR decreased by 12% in the first six months of fiscal 2016 compared to the prior year period. The average sales price of finished steel products also decreased significantly compared to the prior year periods driven by increased competition from imported steel products and lower steel-making raw material costs.
Operating Loss
Consolidated operating loss in the second quarter and first six months of fiscal 2016 was $37 million and $41 million, respectively, compared to consolidated operating loss of $201 million and $200 million in the same periods in the prior year. Adjusted consolidated operating loss in the second quarter and first six months of fiscal 2016 was $4 million and $7 million, compared to adjusted consolidated operating loss of $9 million and $2 million, respectively, in the same periods in the prior year (adjusted results exclude goodwill and other asset impairment charges, restructuring charges and other exit-related costs and, in fiscal 2015, the impact of reselling or modifying the terms of certain previously contracted bulk ferrous shipments; see the reconciliation of adjusted consolidated operating loss in Non-GAAP Financial Measures at the end of Item 2). The lower price environment during the second quarter and first six months of fiscal 2016 compared to the prior year periods adversely impacted the spread between direct purchase costs and selling prices of scrap metal and further constrained the supply of scrap metal including end-of-life vehicles, which resulted in lower processed volumes and compression of operating margins at AMR. In addition, during the first six months of fiscal 2016, average inventory costs did not decrease as quickly as purchase costs for scrap metal, resulting in further compression of AMR's operating margins. The second quarter and first six months of fiscal 2015 had also experienced a sharply declining price environment, which resulted in a similar but more substantial adverse effect on cost of goods sold. In the second quarter and first six months of fiscal 2016, SMB's operating results were negatively impacted by a decrease in finished steel products selling prices and the impact of increased competition from imported steel products, leading to a significant reduction in operating results in fiscal 2016 compared to the prior year periods. The adverse effects of the market conditions on operating results in the second quarter and first six months of fiscal 2016 were partially offset by the benefits from cost saving and productivity improvement initiatives initiated in fiscal 2015 and further expanded in fiscal 2016 to reduce direct costs of production and decrease consolidated SG&A expense, which in the second quarter and first six months of fiscal 2016 was $9 million and $15 million, or 20% and 17%, respectively, lower than in the prior year periods primarily as a result of reduced employee-related expense.
In the second quarter of fiscal 2016, we identified the combination of sustained weak market conditions, including the adverse effects of lower commodity selling prices and the constraining impact of the lower price environment on the supply of raw materials which negatively impacted volumes, our recent financial performance and a decline in our market capitalization as a triggering event requiring an interim impairment test of goodwill allocated to our reporting units. The impairment test resulted in a non-cash goodwill impairment charge of $9 million at a reporting unit within the AMR operating segment. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets of $21 million. See below in this section for tabular presentation of asset impairments and accelerated depreciation recognized during the periods presented.
In the second quarter of fiscal 2015, we identified a triggering event requiring an interim impairment test of goodwill which resulted in a non-cash goodwill impairment charge of $141 million at the former MRB reporting unit. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets of $50 million. See below in this section for tabular presentation of asset impairments and accelerated depreciation recognized during the periods presented.


31
SCHNITZER STEEL INDUSTRIES, INC.
 

Impairment charges and accelerated depreciation on long-lived and other assets, all recorded during the second quarter of fiscal 2016 and 2015, and excluding goodwill impairment charges, were as follows (in thousands):
 
Three Months Ended
 
2/29/2016
 
2/28/2015
Reported within other asset impairment charges(1):
 
 
 
Long-lived assets
$
7,336

 
$
41,544

Accelerated depreciation
6,208

 
—

Investment in joint venture
1,968

 
—

Assets held for sale
1,659

 
1,549

Other assets(1)
1,287

 
745


18,458

 
43,838

Reported within restructuring charges and other exit-related costs
 
 
 
Long-lived assets
329

 
—

Accelerated depreciation
630

 
3,686

Other assets
1,102

 
—


2,061

 
3,686

Reported within discontinued operations
 
 
 
Long-lived assets
673

 
2,666

Accelerated depreciation
274

 
—


947

 
2,666

Total
$
21,466

 
$
50,190

_____________________________
(1)
Other asset impairment charges were incurred in the AMR operating segment, except for $79 thousand and $745 thousand of impairment charges on Other Assets related to Corporate for the three months ended February 29, 2016 and February 28, 2015, respectively.

Consolidated operating results from continuing operations in the second quarter and first six months of fiscal 2016 included restructuring and other exit-related charges of $5 million and $7 million, respectively, compared to $5 million and $6 million in the same periods in the prior year. Restructuring charges consisted of severance, contract termination and other restructuring costs. These charges relate to restructuring initiatives under three separate plans: the plans announced in the first quarter of fiscal 2014 (the “Q1’14 Plan”), the Q1'15 Plan and the Q2'15 Plan.
In the first quarter of fiscal 2014, we initiated the Q1'14 Plan and began implementing restructuring and productivity initiatives to reduce our annual operating expenses by approximately $30 million, which was subsequently increased to $40 million later in the fiscal year. We achieved approximately $29 million of benefit in fiscal 2014, with the full annual benefit achieved in fiscal 2015. The majority of the reduction in operating expenses occurred at AMR and resulted from a combination of headcount reductions, implementation of operational efficiencies, reduced lease costs and other productivity improvements.
Since the beginning of fiscal 2015, we initiated and implemented a number of cost reduction and productivity improvement measures with a combined targeted annual improvement of $95 million. These initiatives included those announced as part of the Q1'15 Plan followed by further cost saving and exit-related measures as part of the Q2'15 Plan targeting a combined benefit to annual operating performance of approximately $60 million. In fiscal 2016, we further expanded the Q2'15 Plan initiatives by $5 million in the first quarter and by an additional $30 million in the second quarter of fiscal 2016, of which approximately $13 million in benefits is expected to be achieved in the second half of fiscal 2016 and the full benefit in fiscal 2017. The cost reduction and productivity improvements associated with the Q1'15 Plan are driven by a combination of revenue drivers and production and SG&A cost reduction initiatives with a targeted aggregate annual improvement of $14 million, with the full annual rate expected to be achieved in fiscal 2016. The improvements to performance associated with the Q2'15 Plan include two components. The first component reflects strategic actions initiated in the second quarter of fiscal 2015 consisting of idling shredding equipment and closing seven auto parts stores at AMR to align our business to the prevalent market conditions, targeting an improvement in annual operating performance of approximately $18 million, of which approximately one-third is from reduced depreciation expense. As part of the second component of the Q2'15 Plan, in April 2015, we initiated measures, and also announced the integration of the MRB and APB Businesses into the combined AMR platform, in order to achieve operational synergies and further reduce our annual operating expenses, primarily SG&A expense, by approximately $28 million through personnel reductions, reducing organizational layers, consolidating shared service functions and reducing other administrative costs. We expanded that target by initiating measures in the first and second quarters of fiscal 2016 with an additional $35 million in expected benefits primarily

32
SCHNITZER STEEL INDUSTRIES, INC.
 

through additional reductions in personnel, savings from procurement activities, streamlining of administrative and supporting services functions, and adjustments to our operating capacity through additional facility closures, with approximately two-thirds of the target coming from a reduction in SG&A expense and the rest from a reduction in production costs, primarily at AMR. In the second quarter and first six months of fiscal 2016, we achieved approximately $16 million and $32 million, respectively, in combined benefits related to these Plans. We expect to achieve substantially all of the combined annual improvement target of $95 million associated with these Plans in fiscal 2017.
Restructuring charges and other exit-related costs incurred in connection with these Plans were comprised of the following (in thousands):
 
Three Months Ended February 29, 2016
 
Three Months Ended February 28, 2015
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
3,185

 
$
3,185

 
$
371

 
$
540

 
$
911

Contract termination costs
35

 
12

 
47

 
56

 
79

 
135

Other restructuring costs
—

 
—

 
—

 
880

 
93

 
973

Total restructuring charges
35

 
3,197

 
3,232

 
1,307

 
712

 
2,019

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total other exit-related costs
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total restructuring charges and other exit-related costs
$
35

 
$
6,205

 
$
6,240

 
$
1,307

 
$
7,064

 
$
8,371

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related costs included in continuing operations
 
$
5,291

 
 
 
 
 
$
5,394

Restructuring charges and other exit-related costs included in discontinued operations
 
$
949

 
 
 
 
 
$
2,977


 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
4,346

 
$
4,346

 
$
398

 
$
540

 
$
938

Contract termination costs
125

 
657

 
782

 
309

 
79

 
388

Other restructuring costs
—

 
—

 
—

 
1,223

 
93

 
1,316

Total restructuring charges
125

 
5,003

 
5,128

 
1,930

 
712

 
2,642

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total other exit-related costs
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total restructuring charges and other exit-related costs
$
125

 
$
8,011

 
$
8,136

 
$
1,930

 
$
7,064

 
$
8,994

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related costs included in continuing operations
 
$
7,216

 
 
 
 
 
$
5,987

Restructuring charges and other exit-related costs included in discontinued operations
 
$
920

 
 
 
 
 
$
3,007


See Note 7 - Restructuring Charges and Other Exit-Related Costs in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for additional details on restructuring charges.


33
SCHNITZER STEEL INDUSTRIES, INC.
 

Income Tax Expense
Our effective tax rate from continuing operations for the second quarter and first six months of fiscal 2016 was an expense of 3.3% and 1.6%, respectively, compared to a benefit of 4.8% and 4.7% for the prior year periods.
The effective tax rate from continuing operations for the second quarter and first six months of fiscal 2016 was lower than the federal statutory rate of 35% primarily due to the low projected annual effective tax rate applied to the quarterly results. The low projected annual effective tax rate is the result of our full valuation allowance positions partially offset by increases in deferred tax liabilities from indefinite-lived assets in all jurisdictions.
The effective tax rate for the second quarter and first six months of fiscal 2015 was impacted primarily by the recognition of a valuation allowance of $42 million on current period benefits in multiple tax jurisdictions and the impact of the lower financial performance of foreign operations, which are taxed at more favorable rates. The deferred tax assets for which a valuation allowance was recorded were related primarily to deductible temporary differences created in the second quarter by the impairment charges to goodwill and other assets.
The effective tax rate from continuing operations for fiscal 2016 is expected to be an expense of approximately 1.7%, subject to financial performance for the remainder of the year.

Discontinued Operations
In the third quarter of fiscal 2015, in connection with the Q2'15 Plan, we ceased operations at seven auto parts stores, six of which qualified for discontinued operations reporting in accordance with the accounting standards in effect at the time. The operations of the six qualifying stores had previously been reported within the APB reportable segment, which was subsequently replaced by the AMR reportable segment in the fourth quarter of fiscal 2015. In the second quarter of fiscal 2016 and 2015, we recorded impairment charges of $1 million and $3 million, respectively, on the long-lived assets of discontinued auto parts stores. Impaired assets in the second quarter of fiscal 2016 consisted primarily of capital lease assets associated with the buildings on two leased properties.
Operating results of discontinued operations were comprised of the following (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Revenues
$
—

 
$
3,140

 
$
—

 
$
6,770

 
 
 
 
 
 
 
 
Loss from discontinued operations before income taxes
$
(1,015
)
 
$
(4,321
)
 
$
(1,094
)
 
$
(5,257
)
Income tax (expense) benefit
(9
)
 
79

 
5

 
177

Loss from discontinued operations, net of tax
$
(1,024
)
 
$
(4,242
)
 
$
(1,089
)
 
$
(5,080
)


34
SCHNITZER STEEL INDUSTRIES, INC.
 

Financial Results by Segment
We currently operate our business across two reportable segments: AMR and SMB. Additional financial information relating to these reportable segments is contained in Note 16 - Segment Information in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.
Auto and Metals Recycling
 
Three Months Ended
 
Six Months Ended
($ in thousands, except for prices)
2/29/2016
 
2/28/2015
 
% Change
 
2/29/2016
 
2/28/2015
 
% Change
Ferrous revenues
$
140,126

 
$
251,501

 
(44
)%
 
$
303,539

 
$
599,871

 
(49
)%
Nonferrous revenues
84,130

 
106,225

 
(21
)%
 
165,025

 
234,610

 
(30
)%
Retail and other revenues
25,556

 
31,331

 
(18
)%
 
54,213

 
68,264

 
(21
)%
Total segment revenues
249,812

 
389,057

 
(36
)%
 
522,777

 
902,745

 
(42
)%
Cost of goods sold
222,728

 
361,798

 
(38
)%
 
465,120

 
837,254

 
(44
)%
Selling, general and administrative expense
25,886

 
32,350

 
(20
)%
 
54,335

 
66,381

 
(18
)%
(Income) loss from joint ventures
324

 
(565
)
 
NM

 
412

 
(1,093
)
 
NM

Goodwill impairment charge
8,845

 
141,021

 
(94
)%
 
8,845

 
$
141,021

 
(94
)%
Other asset impairment charges
18,379

 
43,093

 
(57
)%
 
18,379

 
$
43,093

 
(57
)%
Segment operating loss
$
(26,350
)
 
$
(188,640
)
 
(86
)%
 
$
(24,314
)
 
$
(183,911
)
 
(87
)%
Average ferrous recycled metal sales prices ($/LT):(1)
 
 
 
 
 
 
 
 
 
 
Domestic
$
161

 
$
293

 
(45
)%
 
$
170

 
$
312

 
(46
)%
Foreign
$
174

 
$
286

 
(39
)%
 
$
177

 
$
306

 
(42
)%
Average
$
169

 
$
290

 
(42
)%
 
$
175

 
$
308

 
(43
)%
Ferrous sales volume (LT, in thousands):
 
 
 
 
 
 
 
 
 
 
 
Domestic
282

 
372

 
(24
)%
 
572

 
752

 
(24
)%
Foreign
455

 
416

 
9
 %
 
970

 
1,020

 
(5
)%
Total ferrous sales volume (LT, in thousands)
737

 
788

 
(6
)%
 
1,542

 
1,772

 
(13
)%
Average nonferrous sales price ($/pound)(1)(3)
$
0.59

 
$
0.77

 
(23
)%
 
$
0.61

 
$
0.79

 
(23
)%
Nonferrous sales volumes (pounds, in thousands)(3)
123,675

 
123,672

 
—
 %
 
234,753

 
266,333

 
(12
)%
Cars purchased (in thousands)(2)
70

 
78

 
(10
)%
 
147

 
170

 
(14
)%
Auto parts stores at period end
55

 
56

 
(2
)%
 
55

 
56

 
(2
)%
Outbound freight in cost of goods sold
$
19,196

 
$
26,947

 
(29
)%
 
$
41,353

 
$
61,917

 
(33
)%
_____________________________
NM = Not Meaningful
LT = Long Ton equivalent to 2,240 pounds
(1)
Price information is shown net of freight cost incurred to deliver the product to the customer.
(2)
Cars purchased by auto parts stores only.
(3)
Average sales price and volume information excludes PGM metals in catalytic converters.

35
SCHNITZER STEEL INDUSTRIES, INC.
 


AMR Segment Revenues
Revenues in the second quarter and first six months of fiscal 2016 decreased by 36% and 42%, respectively, compared to the prior year periods primarily as a result of significantly lower average net selling prices for ferrous and nonferrous scrap metal, in both export and domestic markets, and reduced sales volumes compared to the prior year periods. The decreases in ferrous and nonferrous scrap metal prices compared to the prior year were driven by weaker global markets due to excess steel capacity and overproduction, a strengthening of the U.S. dollar, the impact of lower iron ore prices on market conditions for recycled ferrous metals and weaker demand in the end-markets to which we sell. After the sharp decline experienced during the first quarter of fiscal 2016, export net selling prices for shipments of recycled ferrous metal declined further in the latter part of the second quarter of fiscal 2016 before beginning to rise at the end of the quarter. Average net selling prices for shipments of ferrous scrap metal in the second quarter and first six months of fiscal 2016 were lower by 42% and 43%, respectively, than in the prior year comparable periods. Sales volumes of ferrous scrap metal at AMR decreased by 6% and 13%, respectively, in the second quarter and first six months of fiscal 2016 compared to the prior year periods primarily due to a combination of weaker demand globally and reduced availability of raw materials including end-of-life vehicles resulting from the lower price environment. Average net selling prices for shipment of nonferrous scrap metal in the second quarter and first six months of fiscal 2016 were 23% lower than in the prior year comparable periods. Sales volumes of nonferrous scrap metal at AMR decreased by 12% in the first six months of fiscal 2016 compared to the prior year period.
AMR Segment Operating Income (Loss)
Operating loss for the second quarter and first six months of fiscal 2016 was $26 million and $24 million, respectively, compared to operating loss of $189 million and $184 million, respectively, in the same periods in the prior year. Adjusted operating income for the second quarter of fiscal 2016 was $1 million and adjusted operating income for the first six months of fiscal 2016 was $3 million. Adjusted operating loss for the second quarter of fiscal 2015 was $3 million and adjusted operating income for the first six months of fiscal 2015 was $7 million (adjusted results exclude the impact of goodwill and other impairment charges and, in fiscal 2015, the impact of reselling or modifying the terms of certain previously contracted bulk ferrous shipments; see reconciliation of adjusted AMR operating income (loss) in Non-GAAP Financial Measures at the end of Item 2). The lower price environment during the second quarter and first six months of fiscal 2016 compared to the prior year periods adversely impacted the spread between direct purchase costs and selling prices of scrap metal and further constrained the supply of scrap metal including end-of-life vehicles, which resulted in lower processed volumes and compression of operating margins at AMR. In addition, during the first six months of fiscal 2016, average inventory costs did not decrease as quickly as purchase costs for scrap metal, resulting in further compression of AMR's operating margins. The second quarter and first six months of fiscal 2015 had also experienced a sharply declining price environment, which resulted in a similar but more substantial adverse effect on cost of goods sold. The effects of these adverse conditions on operating results in the second quarter and first six months of fiscal 2016 were partially offset by the benefits from cost saving and productivity improvement initiatives initiated in fiscal 2015 and further expanded in fiscal 2016 to reduce direct costs of production and decrease SG&A expense, which in the second quarter and first six months of fiscal 2016 decreased by $6 million and $12 million, or 20% and 18%, respectively, compared to the prior year periods primarily as a result of reduced employee-related expense.
In the second quarter of fiscal 2016, we identified a triggering event requiring an interim impairment test of goodwill which resulted in a non-cash impairment charge of $9 million on goodwill allocated to one of AMR's reporting units. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets at AMR of $18 million. See Results of Operations, Operating Loss in Item 2 for further discussion of asset impairments and accelerated depreciation.

In the second quarter of fiscal 2015, we identified a triggering event requiring an interim impairment test of goodwill which resulted in a non-cash impairment charge of $141 million. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets at AMR of $43 million primarily in connection with certain strategic actions we undertook to improve our operating performance which included idling shredding equipment.

36
SCHNITZER STEEL INDUSTRIES, INC.
 


Steel Manufacturing Business
 
Three Months Ended
 
Six Months Ended
($ in thousands, except for price)
2/29/2016
 
2/28/2015
 
% Change
 
2/29/2016
 
2/28/2015
 
% Change
Revenues(1)
$
58,391

 
$
93,126

 
(37
)%
 
$
130,292

 
$
188,344

 
(31
)%
Cost of goods sold
58,195

 
87,998

 
(34
)%
 
125,674

 
175,301

 
(28
)%
Selling, general and administrative expense
1,398

 
1,329

 
5
 %
 
3,066

 
3,037

 
1
 %
Segment operating income (loss)
$
(1,202
)
 
$
3,799

 
NM

 
$
1,552

 
$
10,006

 
(84
)%
Finished steel products average sales price ($/ST)(2)
$
504

 
$
658

 
(23
)%
 
$
530

 
$
673

 
(21
)%
Finished steel products sold (tons, in thousands)
110

 
129

 
(15
)%
 
233

 
255

 
(9
)%
Rolling mill utilization
61
%
 
76
%
 


 
64
%
 
74
%
 


_____________________________
ST = Short Ton, which is 2,000 pounds
NM = Not Meaningful
(1)
Revenues include sales of semi-finished goods (billets) and finished steel products.
(2)
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.

SMB Segment Revenues
Revenues for the second quarter and first six months of 2016 decreased by 37% and 31%, respectively, compared to the same periods in the prior year. This decrease was due to reduced average selling prices driven by increased competition from lower priced imports and reduced steel-making raw material costs, and lower sales volumes which were negatively impacted primarily by the increased competition from imported steel products.
SMB Segment Operating Income (Loss)
Operating results for the second quarter and the first six months of fiscal 2016 were a loss of $1 million and income of $2 million, respectively, compared to operating income of $4 million and $10 million, respectively, in the same prior year periods. The reduction in operating results was primarily due to the declining price environment during fiscal 2016 which led to selling prices falling faster than cost of goods sold, and to the reduction in sales volumes primarily as a result of increased competition from imported steel products.

Liquidity and Capital Resources

We rely on cash provided by operating activities as a primary source of liquidity, supplemented by current cash on hand and borrowings under our existing credit facilities.

Sources and Uses of Cash
We had cash balances of $9 million and $23 million as of February 29, 2016 and August 31, 2015, respectively. Cash balances are intended to be used primarily for working capital, capital expenditures, acquisitions, dividends and share repurchases. We use excess cash on hand to reduce amounts outstanding under our credit facilities. As of February 29, 2016, debt, net of cash, was $189 million compared to $205 million as of August 31, 2015 (refer to Non-GAAP Financial Measures below), a decrease of $17 million primarily as a result of the positive cash flows generated by operating activities. Our cash balances as of February 29, 2016 and August 31, 2015 include $7 million and $5 million, respectively, which are indefinitely reinvested in Puerto Rico and Canada.
Operating Activities
Net cash provided by operating activities in the first six months of fiscal 2016 was $47 million, compared to net cash provided by operating activities of $16 million in the first six months of fiscal 2015.

Sources of cash in the first six months of fiscal 2016 included a $26 million decrease in accounts receivable primarily due to reductions in recycled metal and finished steel selling prices and the timing of sales and collections and a $13 million decrease in

37
SCHNITZER STEEL INDUSTRIES, INC.
 

inventory due to the impacts of declining scrap metal purchase prices and timing of purchases and sales. Uses of cash in the first six months of fiscal 2016 included a $9 million decrease in accrued payroll and related liabilities due to the timing of payments.

Sources of cash in the first six months of fiscal 2015 included a $69 million decrease in accounts receivable primarily due to the timing of sales and collections. Uses of cash included in the first six months of fiscal 2015 included a $38 million increase in inventory due to higher volumes on hand including the impact of timing of purchases and sales and a $22 million decrease in accounts payable due to the timing of payments.

Investing Activities
Net cash used in investing activities was $15 million in the first six months of fiscal 2016 compared to $16 million in the first six months of fiscal 2015.

Cash used in investing activities in the first six months of fiscal 2016 included capital expenditures of $16 million to upgrade our equipment and infrastructure and for additional investments in environmental and safety-related assets, compared to $17 million in the prior year period.

Financing Activities
Net cash used in financing activities in the first six months of fiscal 2016 was $47 million, compared to net cash used in financing activities of $19 million in the first six months of fiscal 2015.

Cash used in financing activities in the first six months of fiscal 2016 was primarily due to $30 million in net repayments of debt (refer to Non-GAAP Financial Measures below), $10 million for dividends and $3 million for share repurchases.

Cash used in financing activities in the first six months of fiscal 2015 was primarily due to $10 million for dividends and $5 million in net repayments of debt (refer to Non-GAAP Financial Measures below).

Credit Facilities
On April 6, 2016, we and certain of our subsidiaries entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), by and among Schnitzer Steel Industries, Inc., as the U.S. borrower, Schnitzer Steel Canada Ltd., as a Canadian borrower, Bank of America, N.A., as administrative agent, and the other lenders party thereto, which amends and restates our existing credit agreement, dated as of February 9, 2011 (the “Prior Credit Agreement”). The Amended Credit Agreement provides for $335 million and C$15 million in senior secured revolving credit facilities maturing in April 2021. The $335 million credit facility includes a $50 million sublimit for letters of credit, a $25 million sublimit for swingline loans and a $50 million sublimit for multicurrency borrowings. Subject to the terms and conditions of the Amended Credit Agreement, the Company may request that the commitments under the U.S. credit facility be increased by an aggregate amount not exceeding $100 million. The Prior Credit Agreement provided for unsecured credit facilities with revolving loans of up to $670 million and C$30 million maturing in April 2017. We have sized our credit facility renewal based on historic and expected future usage and believe the borrowing capacity of the Amended Credit Agreement is adequate to cover our short- and long-term financing needs. The Amended Credit Agreement is described further in Part II, Item 5 - Other Information of this Report.
Interest rates on outstanding indebtedness under the Amended Credit Agreement are based, at our option, on either the London Interbank Offered Rate ("LIBOR"), or the Canadian equivalent, plus a spread of between 1.75% and 2.75%, with the amount of the spread based on a pricing grid tied to the Company’s leverage ratio but no less than 2.50% for the fiscal quarters ending May 31, 2016, August 31, 2016 and November 30, 2016, or the greater of the prime rate, the federal funds rate plus 0.50% or the daily rate equal to one-month LIBOR plus 1.75%, in each case plus a spread of between 0.00% and 1.00% based on a pricing grid tied to the Company's leverage ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20% and 0.40% based on a pricing grid tied to our leverage ratio.

We had borrowings outstanding under the Prior Credit Agreement of $185 million as of February 29, 2016 and $215 million as of August 31, 2015. The weighted average interest rate on amounts outstanding was 2.18% and 1.95% as of February 29, 2016 and August 31, 2015, respectively.

We use this credit facility to fund working capital requirements, acquisitions, capital expenditures, dividends and share repurchases. The Amended Credit Agreement contains various representations and warranties, events of default and financial and other customary covenants which limit (subject to certain exceptions) our ability to, among other things, incur or suffer to exist certain liens, make investments, incur or guaranty additional indebtedness, enter into consolidations, mergers, acquisitions, and sales of assets, make distributions and other restricted payments, change the nature of our business, engage in transactions with affiliates

38
SCHNITZER STEEL INDUSTRIES, INC.
 

and enter into restrictive agreements, including agreements that restrict the ability of our subsidiaries to make distributions. The financial covenants under the Amended Credit Agreement include (a) a consolidated fixed charge coverage ratio, defined as the four-quarter rolling sum of consolidated adjusted EBITDA less defined maintenance capital expenditures divided by consolidated fixed charges; (b) a consolidated leverage ratio, defined as consolidated funded indebtedness divided by the sum of consolidated net worth and consolidated funded indebtedness; and (c) a consolidated asset coverage ratio, defined as the consolidated asset value of eligible assets divided by the consolidated funded indebtedness. The financial covenants require maintenance of a minimum consolidated fixed charge coverage ratio of 1.25 to 1.00 for fiscal quarters ending May 31, 2016, August 31, 2016 and November 30, 2016, and 1.50 to 1.00 thereafter, a maximum leverage ratio of 0.55 to 1.00, and a minimum asset coverage ratio of 0.90 to 1.00 for fiscal quarters ending May 31, 2016, August 31, 2016 and November 30, 2016 and 1.00 to 1.00 thereafter.

As of February 29, 2016, we were in compliance with the financial covenants under the Prior Credit Agreement. The consolidated fixed charge coverage ratio was required to be no less than 1.25 to 1.00 and was 1.59 to 1.00 as of February 29, 2016. The consolidated leverage ratio was required to be no more than 0.55 to 1.00 and was 0.30 to 1.00 as of February 29, 2016.

While we expect to remain in compliance with the financial covenants under the Amended Credit Agreement, there can be no assurances that we will be able to do so in the event market conditions or other negative factors which adversely impact our results of operations and financial position lead to a trend of consolidated net losses. If we do not maintain compliance with our financial covenants and are unable to obtain an amendment or waiver from our lenders, a breach of a financial covenant would constitute an event of default and allow the lenders to exercise remedies under the agreements, the most severe of which is the termination of the credit facility under our committed bank credit agreement and acceleration of the amounts owed under the agreement. In such case, we would be required to evaluate available alternatives and take appropriate steps to obtain alternative funds. There can be no assurances that any such alternative funds, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

We also had an unsecured, uncommitted $25 million credit line with Wells Fargo Bank, N.A. which expired on April 1, 2016. Interest rates were set by the bank at the time of borrowing. We had no borrowings outstanding under this line of credit as of February 29, 2016 and August 31, 2015 and we do not intend to seek a renewal of this credit line as the swingline loan included the Amended Credit Agreement covers our cash management needs.

In addition, as of February 29, 2016 and August 31, 2015, we had $8 million of long-term tax-exempt bonds outstanding that mature in January 2021.

Capital Expenditures
Capital expenditures totaled $16 million for the first six months of fiscal 2016, compared to $17 million for the same period in the prior year. We currently plan to invest up to $40 million in capital expenditures on maintenance and environmental compliance and safety-related projects in fiscal 2016, exclusive of any capital expenditures for growth projects, using cash generated from operations and available lines of credit.

Dividends
On January 28, 2016, our Board of Directors declared a dividend for the second quarter of fiscal 2016 of $0.1875 per common share, which equates to an annual cash dividend of $0.75 per common share. The dividend was paid on February 22, 2016.

Environmental Compliance
Our commitment to recycling and operating our business in an environmentally responsible manner requires us to continue to invest in facilities that improve our environmental presence in the communities in which we operate. As part of our capital expenditures, we invested $4 million in capital expenditures for environmental projects during the first six months of fiscal 2016, and plan to invest up to $11 million for such projects for the remainder of fiscal 2016. These projects include investments in storm water systems and equipment to ensure ongoing compliance with air quality and other environmental regulations.

We have been identified by the United States Environmental Protection Agency (“EPA”) as one of the potentially responsible parties that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (“the Site”). See Note 6 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of this matter. We have insurance policies that we believe will provide reimbursement for costs we incur for defense, remediation and mitigation for natural resource damages claims in connection with the Site, although there are no assurances that those policies will cover all of the costs which we may incur. Significant cash outflows in the future related to the Site could reduce the amounts available for borrowing that could otherwise be used for

39
SCHNITZER STEEL INDUSTRIES, INC.
 

investment in capital expenditures, acquisitions, dividends and share repurchases, could result in our failure to maintain compliance with certain covenants in our debt agreements, and could adversely impact our liquidity.

Share Repurchase Program
Pursuant to our amended share repurchase program, we have existing authorization to repurchase up to approximately 1.8 million shares of our Class A common stock when we deem such repurchases to be appropriate. We evaluate long- and short-range forecasts as well as anticipated sources and uses of cash before determining the course of action in our share repurchase program. Prior to fiscal 2016, we had repurchased approximately 7 million shares of the 9 million shares authorized for repurchase under the program. In the first quarter of fiscal 2016, we repurchased an additional 203 thousand shares of our Class A common stock for a total of $3 million.

Assessment of Liquidity and Capital Resources
Historically, our available cash resources, internally generated funds, credit facilities and equity offerings have financed our acquisitions, capital expenditures, working capital and other financing needs.

We generally believe our current cash resources, internally generated funds, existing credit facilities and access to the capital markets will provide adequate short-term and long-term liquidity needs for acquisitions, capital expenditures, working capital, share repurchases, dividends, joint ventures, debt service requirements and environmental obligations. However, in the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate steps to obtain sufficient additional funds. There can be no assurances that any such supplemental funding, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

Off-Balance Sheet Arrangements

None.
Contractual Obligations
There were no material changes related to contractual obligations and commitments from the information provided in our Annual Report on Form 10-K for the fiscal year ended August 31, 2015.
We maintain stand-by letters of credit to provide support for certain obligations, including workers’ compensation and performance bonds. At February 29, 2016, we had $17 million outstanding under these arrangements.

Critical Accounting Policies and Estimates
We reaffirm our critical accounting policies and estimates as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended August 31, 2015, except for the following:
Goodwill
In the fourth quarter of fiscal 2015, we changed our internal organizational and reporting structure to combine the auto and metals recycling businesses, which resulted in the formation of a new operating and reportable segment, AMR, replacing our MRB and APB operating segments. This change led to the identification of components within AMR based on the disaggregation of financial information regularly reviewed by segment management by geographic area. Components with similar economic characteristics were aggregated into reporting units and goodwill was reassigned to the affected reporting units using the relative fair value approach as of the date of the reassessment, July 1, 2015. Beginning on that date, our goodwill is carried by two regionally-defined reporting units, one consisting of a single component with $168 million of allocated goodwill, and the other consisting of two components with similar economic characteristics aggregated into a reporting unit with $9 million of allocated goodwill.
In the second quarter of fiscal 2016, we identified the combination of sustained weak market conditions, including the adverse effects of lower commodity selling prices and the constraining impact of the lower price environment on the supply of raw materials which negatively impacted volumes, our recent financial performance and a decline in our market capitalization as a triggering event requiring an interim impairment test of goodwill allocated to our reporting units. The measurement date for the interim goodwill impairment test was February 1, 2016.
For the reporting unit with $9 million of goodwill as of February 1, 2016, the first step of the impairment test showed that the fair value of the reporting unit was less than its carrying amount, indicating a potential impairment. Based on the second step of the impairment test, we concluded that no implied fair value of goodwill remained for the reporting unit, resulting in an impairment of the carrying amount of the reporting unit's goodwill totaling $9 million.
For the reporting unit with $166 million of goodwill as of February 1, 2016, the estimated fair value of the reporting unit exceeded its carrying value by approximately 27%. The projections used in the income approach for the reporting unit took into consideration

40
SCHNITZER STEEL INDUSTRIES, INC.
 

the impact of current market conditions for ferrous and nonferrous recycled metals, the cost of obtaining adequate supply flows of scrap metal including end-of-life vehicles, and recent trends of self-serve parts sales. The projections assumed a limited recovery of operating margins from current depressed levels over a multi-year period, including the benefits of recently initiated cost-saving and productivity improvement measures. The market-based WACC used in the income approach for the reporting unit was 11.16%. The terminal growth rate used in the discounted cash flow model was 2%. Assuming all other components of the fair value estimate were held constant, an increase in the WACC of 2% or more or weaker than anticipated improvements in operating margins could have resulted in a failure of the step one quantitative impairment test for the reporting unit.
We also used a market approach based on earnings multiple data and our market capitalization to corroborate the reporting units’ valuations. We reconciled our market capitalization to the aggregated estimated fair value of the reporting units, including consideration of a control premium representing the estimated amount a market participant would pay to obtain a controlling interest. The implied control premium resulting from the difference between our market capitalization (based on the average trading price of our Class A common stock for the two-week period ended February 1, 2016) and the higher aggregated estimated fair value of all of the reporting units was within the historical range of average and mean premiums observed on historical transactions within the steel-making, scrap processing and metals industries. We identified specific reconciling items, including market participant synergies, which supported the implied control premium as of February 1, 2016.
The determination of fair value of the reporting units used to perform the first step of the impairment test requires judgment and involves significant estimates and assumptions about the expected future cash flows and the impact of market conditions on those assumptions. Due to the inherent uncertainty associated with forming these estimates, actual results could differ from those estimates. Future events and changing market conditions may impact our assumptions as to future revenue growth rates, pace and extent of operating margin and volume recovery, market-based WACC and other factors that may result in changes in the estimates of the reporting units’ fair value. Although we believe the assumptions used in testing our reporting units’ goodwill for impairment are reasonable, additional declines in or a lack of recovery of market conditions from current levels, a trend of weaker than anticipated financial performance including the pace and extent of operating margin recovery for the reporting unit with allocated goodwill, a deterioration in our share price from current levels for a sustained period of time, or an increase in the market-based WACC, among other factors, could significantly impact the impairment analysis and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on our financial condition and results of operations.
See Note 4 - Goodwill in the Notes to the Unaudited Condensed Consolidated Financial Statements, Part 1, Item 1 of this report for further detail.
Recently Issued Accounting Standards
For a description of recent accounting pronouncements that may have an impact on our financial condition, results of operations or cash flows, see Note 2 - Recent Accounting Pronouncements in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.


41
SCHNITZER STEEL INDUSTRIES, INC.
 

Non-GAAP Financial Measures
Debt, net of cash
Debt, net of cash is the difference between (i) the sum of long-term debt and short-term debt (i.e., total debt) and (ii) cash and cash equivalents. We believe that debt, net of cash is a useful measure for investors because, as cash and cash equivalents can be used, among other things, to repay indebtedness, netting this against total debt is a useful measure of our leverage.
The following is a reconciliation of debt, net of cash (in thousands):
 
February 29, 2016
 
August 31, 2015
Short-term borrowings
$
620

 
$
584

Long-term debt, net of current maturities
197,219

 
227,572

Total debt
197,839

 
228,156

Less: cash and cash equivalents
8,940

 
22,755

Total debt, net of cash
$
188,899

 
$
205,401

Net borrowings (repayments) of debt
Net borrowings (repayments) of debt is the sum of borrowings from long-term debt, repayments of long-term debt, proceeds from line of credit, and repayment of line of credit. We present this amount as the net change in borrowings (repayments) for the period because we believe it is useful for investors as a meaningful presentation of the change in debt.
The following is a reconciliation of net borrowings (repayments) of debt (in thousands):
 
Six Months Ended
 
2/29/2016
 
2/28/2015
Borrowings from long-term debt
$
49,160

 
$
109,694

Proceeds from line of credit
115,500

 
145,000

Repayment of long-term debt
(79,456
)
 
(114,965
)
Repayment of line of credit
(115,500
)
 
(145,000
)
Net borrowings (repayments) of debt
$
(30,296
)
 
$
(5,271
)
Adjusted consolidated operating loss, adjusted AMR operating income (loss), adjusted net loss from continuing operations attributable to SSI and adjusted diluted earnings per share from continuing operations attributable to SSI
We present these non-GAAP measures as we believe they provide a meaningful presentation of our results from core business operations excluding adjustments for goodwill impairment charges, other asset impairment charges and restructuring charges and other exit-related costs that are not related to core underlying business operational performance and improve the period-to-period comparability of our results. These measures also exclude the impact on operating results in fiscal 2015 from the resale or modification of the terms, each at significantly lower prices, of certain previously contracted bulk ferrous shipments for delivery during the first and second quarters of fiscal 2015. Due to the sharp declines in selling prices that occurred in the first and second quarters of fiscal 2015, the revised prices associated with these shipments were significantly lower than the prices in the original sales contracts entered into between August and November 2014.

42
SCHNITZER STEEL INDUSTRIES, INC.
 

The following is a reconciliation of the adjusted consolidated operating loss, adjusted AMR operating income (loss), adjusted net loss from continuing operations attributable to SSI and adjusted diluted earnings per share from continuing operations attributable to SSI (in thousands, except per share data):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Consolidated operating loss:
 
 
 
 
As reported
$
(37,076
)
 
$
(201,011
)
 
$
(41,104
)
 
$
(200,226
)
Goodwill impairment charge
8,845

 
141,021

 
8,845

 
141,021

Other asset impairment charges
18,458

 
43,838

 
18,458

 
43,838

Restructuring charges and other exit-related costs
5,291

 
5,394

 
7,216

 
5,987

Resale or modification of certain previously contracted shipments
—

 
1,347

 
—

 
6,928

Adjusted
$
(4,482
)
 
$
(9,411
)
 
$
(6,585
)
 
$
(2,452
)
 
 
 
 
 
 
 
 
AMR operating income (loss):
 
 
 
 
As reported
$
(26,350
)
 
$
(188,640
)
 
$
(24,314
)
 
$
(183,911
)
Goodwill impairment charge
8,845

 
141,021

 
8,845

 
141,021

Other asset impairment charges
18,379

 
43,093

 
18,379

 
43,093

Resale or modification of certain previously contracted shipments
—

 
1,347

 
—

 
6,928

Adjusted
$
874

 
$
(3,179
)
 
$
2,910

 
$
7,131

 
 
 
 
 
 
 
 
Net loss from continuing operations attributable to SSI:
 
 
 
 
As reported
$
(40,221
)
 
$
(191,400
)
 
$
(45,452
)
 
$
(193,035
)
Goodwill impairment charge, net of tax(1)
8,845

 
130,470

 
8,845

 
130,238

Other asset impairment charges, net of tax(1)
18,458

 
44,022

 
18,458

 
44,026

Restructuring charges and other exit-related costs, net of tax(1)
6,157

 
6,141

 
7,770

 
6,489

Resale or modification of certain previously contracted shipments, net of tax(1)
—

 
3,129

 
—

 
7,444

Adjusted
$
(6,761
)
 
$
(7,638
)
 
$
(10,379
)
 
$
(4,838
)
 
 
 
 
 
 
 
 
Diluted earnings per share from continuing operations attributable to SSI:
 
 
 
 
As reported
$
(1.48
)
 
$
(7.08
)
 
$
(1.67
)
 
$
(7.15
)
Goodwill impairment charge, net of tax, per share(1)
0.33

 
4.83

 
0.33

 
4.83

Other asset impairment charges, net of tax, per share(1)
0.68

 
1.63

 
0.68

 
1.63

Restructuring charges and other exit-related costs, net of tax, per share(1)
0.23

 
0.23

 
0.29

 
0.24

Resale or modification of certain previously contracted shipments, net of tax, per share(1)
—

 
0.12

 
—

 
0.28

Adjusted(2)
$
(0.25
)
 
$
(0.28
)
 
$
(0.38
)
 
$
(0.18
)
____________________________
(1)
Income tax allocated to adjustments reconciling Reported and Adjusted net income (loss) from continuing operations attributable to SSI and diluted earnings per share from continuing operations attributable to SSI is determined based on a tax provision calculated with and without the adjustments.
(2)
May not foot due to rounding
We believe that these non-GAAP financial measures allow for a better understanding of our operating and financial performance. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the most directly comparable U.S. GAAP measures. Although we find these non-GAAP financial measures useful in evaluating the performance of our business, our reliance on these measures is limited because the adjustments often have a material impact on our condensed consolidated financial statements presented in accordance with GAAP. Therefore, we typically use these adjusted amounts in conjunction with our GAAP results to address these limitations.

43
SCHNITZER STEEL INDUSTRIES, INC.
 

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
We are exposed to commodity price risk, mainly associated with variations in the market price for finished steel products, ferrous and nonferrous metals, including scrap metal, end-of-life vehicles and other commodities. The timing and magnitude of industry cycles are difficult to predict and are impacted by general economic conditions. We respond to increases and decreases in forward selling prices by adjusting purchase prices on a timely basis. We actively manage our exposure to commodity price risk and monitor the actual and expected spread between forward selling prices and purchase costs and processing and shipping expense. Sales contracts are based on prices negotiated with our customers, and generally orders are placed 30 to 60 days ahead of the shipment date. However, financial results may be negatively impacted when forward selling prices fall more quickly than we can adjust purchase prices or when customers fail to meet their contractual obligations. We assess the net realizable value of inventory (“NRV”) each quarter based upon contracted sales orders and estimated future selling prices. Based on contracted sales and estimates of future selling prices at February 29, 2016, a 10% decrease in the selling price per ton of finished steel products would have caused an NRV inventory write-down of $3 million at SMB. A 10% decrease in the selling price of inventory would not have had a material NRV impact on AMR as of February 29, 2016.
Interest Rate Risk
There have been no material changes to our disclosure regarding interest rate risk set forth in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our Annual Report on Form 10-K for the year ended August 31, 2015.
Credit Risk
As of February 29, 2016 and August 31, 2015, 21% and 28%, respectively, of our trade accounts receivable balance was covered by letters of credit. Of the remaining balance 93% and 95%, respectively, was less than 60 days past due as of February 29, 2016 and August 31, 2015.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk, mainly associated with sales transactions and related accounts receivable denominated in the U.S. Dollar by our Canadian subsidiary with a functional currency of the Canadian Dollar. In certain instances, we use derivatives to manage some portion of this risk. Our derivatives are agreements with independent counterparties that provide for payments based on a notional amount. As of February 29, 2016, we did not have any derivative contracts.

ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 29, 2016, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

44
SCHNITZER STEEL INDUSTRIES, INC.
 

PART II. OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
Information regarding reportable legal proceedings is contained in Part I, "Item 3. Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended August 31, 2015 as updated in Part II, "Item 1. Legal Proceedings" in our Quarterly Report on Form 10-Q for the quarter ended November 30, 2015.

ITEM 1A.
RISK FACTORS
There have been no material changes to our risk factors reported or new factors identified since the filing of our Annual Report on Form 10-K for the year ended August 31, 2015, which was filed with the Securities and Exchange Commission on October 27, 2015, and the filing of our Quarterly Report on Form 10-Q on January 7, 2016.

45
SCHNITZER STEEL INDUSTRIES, INC.
 

ITEM 5.     OTHER INFORMATION

On April 6, 2016, the Company and certain of its subsidiaries entered into the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), by and among the Company, as the U.S. Borrower, Schnitzer Steel Canada Ltd., as a Canadian borrower, Bank of America, N.A., as administrative agent, and the other lenders party thereto, which amends and restates the Company’s existing Credit Agreement, dated as of February 9, 2011 (the “Prior Credit Agreement”). The Amended Credit Agreement provides for $335 million and C$15 million in senior secured revolving credit facilities maturing in April 2021. Subject to the terms and conditions of the Amended Credit Agreement, the Company may request that the commitments under the U.S. credit facility be increased by an aggregate amount not exceeding $100 million. The Prior Credit Agreement provided for unsecured credit facilities with revolving loans of up to $670 million and C$30 million maturing in April 2017. We had $198 million in borrowings outstanding under the Prior Credit Agreement as of April 5, 2016.
The proceeds of the senior secured credit facilities will be used for working capital and other general corporate purposes, including capital expenditures, permitted acquisitions and the refinancing of existing indebtedness. The $335 million credit facility includes a $50 million sublimit for letters of credit, a $25 million sublimit for swingline loans and a $50 million sublimit for multicurrency borrowings.
Interest on outstanding indebtedness under the Amended Credit Agreement is based, at the Company’s option, on either LIBOR (or the Canadian equivalent) plus a spread of between 1.75% and 2.75%, with the amount of the spread based on a pricing grid tied to the Company’s leverage ratio but no less than 2.50% for the fiscal quarters ending May 31, 2016, August 31, 2016 and November 30, 2016, or the greater of the prime rate, the federal funds rate plus 0.50% or the daily rate equal to one-month LIBOR plus 1.75%, in each case plus a spread of between 0.00% and 1.00% based on a pricing grid tied to the Company's leverage ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20% and 0.40% based on a pricing grid tied to the Company’s leverage ratio.
The Amended Credit Agreement contains certain customary covenants, including covenants that limit (subject to certain exceptions) the ability of the Company and its subsidiaries to, among other things, (i) incur or suffer to exist certain liens, (ii) make investments, (iii) incur or guaranty additional indebtedness (iv) enter into consolidations, mergers, acquisitions, and sales of assets, (v) make distributions and other restricted payments, (vi) change the nature of its business, (vii) engage in transactions with affiliates and (viii) enter into restrictive agreements, including agreements that restrict the ability to make distributions. Financial covenants include covenants requiring maintenance of a minimum fixed charge coverage ratio of 1.25 to 1.00 for fiscal quarters ending May 31, 2016, August 31, 2016 and November 30, 2016 and 1.50 to 1.00 thereafter, a maximum leverage ratio of 0.55 to 1.00 and a new minimum asset coverage ratio of 0.90 to 1.00 for fiscal quarters ending May 31, 2016, August 31, 2016 and November 30, 2016 and 1.00 to 1.00 thereafter.
The Company’s obligations under the credit facilities are guaranteed by substantially all of our subsidiaries (the “Guarantors”). The credit facilities and the related guarantees are secured by senior first priority liens on certain of our and the Guarantors’ assets, including equipment, inventory and accounts receivable.
The Amended Credit Agreement describes certain customary events of default. If any event of default occurs and is continuing, the lenders would be entitled to take various actions, including the acceleration of amounts due under the Amended Credit Agreement, and exercise other rights and remedies, including foreclosing on collateral.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amended Credit Agreement and the related Security Agreements, which are filed hereto as Exhibits 10.1, 10.2 and 10.3, respectively, to this Quarterly Report on Form 10-Q. See also Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Credit Facilities in Part I, Item 2 of this report.


46
SCHNITZER STEEL INDUSTRIES, INC.
 

ITEM 6.
EXHIBITS
Exhibit Number
 
Exhibit Description
 
 
 
10.1
 
Third Amended and Restated Credit Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., as the US Borrower, and Schnitzer Steel Canada Ltd., as a Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto.
 
 
 
10.2
 
Security Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., the other Grantors party thereto and Bank of America, N.A., as Administrative Agent.
 
 
 
10.3*
 
General Security Agreement dated as of April 6, 2016 between Schnitzer Steel Canada Ltd. and Bank of America, N.A., as Collateral Agent.
 
 
 
10.4**
 
Summary Sheet for 2016 Non-Employee Director Compensation.
 
 
 
10.5**
 
Amendment No. 1 to Fiscal 2016 Annual Performance Bonus Program for Tamara L. Lundgren.
 
 
 
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101
 
The following financial information from Schnitzer Steel Industries, Inc.’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended February 29, 2016 and February 28, 2015, (ii) Unaudited Condensed Consolidated Balance Sheets as of February 29, 2016, and August 31, 2015, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended February 29, 2016 and February 28, 2015, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended February 29, 2016 and February 28, 2015, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.
_____________________________ 
* Pursuant to Instruction 2 of Item 601 of Regulation S-K, the General Security Agreement between Schnitzer Steel Canadian Holdings Inc. and Bank of America, N.A. dated as of April 6, 2016 is omitted as such agreement is substantially identical in all material respects except as to the parties thereto, to Exhibit 10.3 filed herewith. The Company will file copies of the omitted exhibit if so requested by the Securities and Exchange Commission.
** Management contract or compensatory plan or arrangement.

47
SCHNITZER STEEL INDUSTRIES, INC.
 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SCHNITZER STEEL INDUSTRIES, INC.
 
 
(Registrant)
 
 
 
 
Date:
April 7, 2016
By:
/s/ Tamara L. Lundgren
 
 
 
Tamara L. Lundgren
 
 
 
President and Chief Executive Officer
 
 
 
 
Date:
April 7, 2016
By:
/s/ Richard D. Peach
 
 
 
Richard D. Peach
 
 
 
Senior Vice President and Chief Financial Officer

48
Exhibit
Exhibit 10.1


Published CUSIP Numbers:
Deal: 80688GAC9
Revolver: 80688GAD7
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of April 6, 2016

among
SCHNITZER STEEL INDUSTRIES, INC.,
as the US Borrower,
SCHNITZER STEEL CANADA LTD.,
as a Canadian Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and an L/C Issuer,
BANK OF MONTREAL,
as the Canadian Lender,
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,
KEYBANK NATIONAL ASSOCIATION,
as Documentation Agent
and
The Other Lenders Party Hereto
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
and
JPMORGAN CHASE BANK, N.A.,
as Joint Lead Arrangers and Joint Bookrunners








TABLE OF CONTENTS
 
 
 
 
 
Section
 
 
 
Page
 
 
 
 
 
Article I. DEFINITIONS AND ACCOUNTING TERMS
1
 
 
 
1.01
Defined Terms
1
1.02
Other Interpretive Provisions
36
1.03
Accounting Terms
37
1.04
Exchange Rates; Currency Equivalents
37
1.05
Additional Alternative Currencies
38
1.06
Change of Currency
39
1.07
Rounding
39
1.08
Times of Day
39
1.09
Letter of Credit Amounts
39
1.10
UCC Terms
39
 
 
 
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS
1
 
 
 
2.01
Committed Loans
40
2.02
Borrowings, Conversions and Continuations of Committed Loans
40
2.03
Canadian Loans and Letters of Credit
42
2.04
Letters of Credit
46
2.05
Swing Line Loans
55
2.06
Prepayments
58
2.07
Termination or Reduction of Commitments
59
2.08
Repayment of Loans
60
2.09
Interest
60
2.10
Fees
61
2.11
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
62
2.12
Evidence of Debt
63
2.13
Payments Generally; Administrative Agent’s Clawback
64
2.14
Sharing of Payments by Lenders
66
2.15
Canadian Borrowers
66
2.16
Increase in Commitments
67
2.17
Cash Collateral
69
2.18
Defaulting Lenders
70
 
 
 
 
 
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY
72
 
 
 
3.01
Taxes
72
3.02
Illegality
77
3.03
Inability to Determine Rates
78
3.04
Increased Costs; Reserves on Eurocurrency Rate Loans
79
3.05
Compensation for Losses
81
3.06
Mitigation Obligations; Replacement of Lenders
82
3.07
Survival
83
 
 
 
Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
83
 
 
 
4.01
Conditions of Initial Credit Extension
83
4.02
Conditions to all Credit Extensions
86

i



Article V. REPRESENTATIONS AND WARRANTIES
87
 
 
 
 
 
5.01
Existence, Qualification and Power; Compliance with Laws
87
5.02
Authorization; No Contravention
87
5.03
Governmental Authorization; Other Consents
87
5.04
Binding Effect
88
5.05
Financial Statements; No Material Adverse Effect
88
5.06
Litigation
88
5.07
No Default
88
5.08
Ownership of Property; Liens
89
5.09
Environmental Compliance
89
5.10
Insurance
89
5.11
Taxes
89
5.12
ERISA Compliance
89
5.13
Subsidiaries; Equity Interests
90
5.14
Margin Regulations; Investment Company Act
90
5.15
Solvency
90
5.16
Disclosure
91
5.17
Compliance with Laws
91
5.18
Loan Party Information; Changes in Legal Name; Changes in Jurisdiction of Organization; Mergers
91
5.19
Intellectual Property; Licenses, Etc
91
5.20
Perfection of Security Interests in the Collateral
91
5.21
OFAC
91
5.22
Anti-Corruption Laws
92
5.23
EEA Financial Institution
92
 
 
 
 
 
Article VI. AFFIRMATIVE COVENANTS
92
 
 
 
 
 
6.01
Financial Statements
92
6.02
Certificates; Other Information
93
6.03
Notices
94
6.04
Payment of Obligations
95
6.05
Preservation of Existence, Etc
95
6.06
Maintenance of Properties
95
6.07
Maintenance of Insurance
95
6.08
Compliance with Laws
96
6.09
Books and Records
96
6.10
Inspection Rights
96
6.11
Use of Proceeds
96
6.12
Additional Guarantors
96
6.13
Pledged Assets
97
6.14
Further Assurances
98
6.15
Anti-Corruption Laws
98
6.16
Post-Closing Covenant
98
 
 
 
 
 
Article VII. NEGATIVE COVENANTS
98
 
 
 
 
 
7.01
Liens
99
7.02
Investments
100
7.03
Indebtedness
101
7.04
Fundamental Changes
103
7.05
Dispositions
103

ii



7.06
Restricted Payments
104
7.07
Change in Nature of Business
105
7.08
Transactions with Affiliates
105
7.09
Burdensome Agreements
105
7.10
Use of Proceeds
106
7.11
Financial Covenants
106
7.12
Sanctions
107
7.13
Anti-Corruption Laws
107
 
 
 
 
 
Article VIII. EVENTS OF DEFAULT AND REMEDIES
107
 
 
 
 
 
8.01
Events of Default
107
8.02
Remedies Upon Event of Default
109
8.03
Application of Funds
111
 
 
 
 
 
Article IX. ADMINISTRATIVE AGENT
112
 
 
 
 
 
9.01
Appointment and Authority
112
9.02
Rights as a Lender
113
9.03
Exculpatory Provisions
113
9.04
Reliance by Administrative Agent
114
9.05
Delegation of Duties
114
9.06
Resignation of Administrative Agent
115
9.07
Non-Reliance on Administrative Agent and Other Lenders
116
9.08
No Other Duties, Etc
116
9.09
Administrative Agent May File Proofs of Claim; Credit Bidding
116
9.10
Collateral and Guaranty Matters
118
9.11
Secured Cash Management Agreements and Secured Hedge Agreements
118
 
 
 
 
 
Article X. MISCELLANEOUS
119
 
 
 
 
 
10.01
Amendments, Etc.
119
10.02
Notices; Effectiveness; Electronic Communication
122
10.03
No Waiver; Cumulative Remedies; Enforcement
123
10.04
Expenses; Indemnity; Damage Waiver
124
10.05
Payments Set Aside
126
10.06
Successors and Assigns
126
10.07
Treatment of Certain Information; Confidentiality
131
10.08
Right of Setoff
132
10.09
Interest Rate Limitation
132
10.10
Counterparts; Integration; Effectiveness
133
10.11
Survival of Representations and Warranties
133
10.12
Severability
133
10.13
Replacement of Lenders
133
10.14
Governing Law; Jurisdiction; Etc.
134
10.15
Waiver of Jury Trial
135
10.16
No Advisory or Fiduciary Responsibility
135
10.17
Appointment of US Borrower
136
10.18
Electronic Execution of Assignments and Certain Other Documents
136
10.19
Amendment and Restatement; Authorizations
136
10.20
USA PATRIOT Act Notice
137
10.21
Time of the Essence
137

iii



10.22
Judgment Currency
137
10.23
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
138
 
 
 
 
 
SIGNATURES
1
 
 
 
 
 
SCHEDULES
 
 
 
 
 
 
1.01
Existing Letters of Credit
 
2.01
Commitments and Applicable Percentages
 
5.06
Litigation
 
5.09
Environmental Matters
 
5.12
ERISA Matters
 
5.13
Subsidiaries and Other Equity Investments
 
5.18(a)
Loan Party Information
 
5.18(b)
Changes in Legal Name; Changes in State of Organization; Mergers
 
5.19
Intellectual Property Matters
 
7.01
Existing Liens
 
7.02
Existing Investments
 
7.03
Existing Indebtedness
 
10.02
Administrative Agent’s Office; Certain Addresses for Notices
 
 
 
 
 
 
EXHIBITS
 
 
 
 
 
 
 
Form of
 
 
 
 
 
 
 
 
A
Committed Loan Notice
 
B
Canadian Loan Notice
 
C
Swing Line Loan Notice
 
D
US Note
 
E
Canadian Note
 
F
Compliance Certificate
 
G
Assignment and Assumption
 
H
US Guaranty
 
I
Canadian Guarantee
 
J
Contribution Agreement
 
K
Canadian Borrower Request and Assumption Agreement
 
L
Canadian Borrower Notice
 
M
Loss Sharing Agreement
 
N
Joinder Agreement
 
O
Notice of Loan Prepayment
 
P
Letter of Credit Report
 
Q
Notice of Additional L/C Issuer
 
R
Secured Party Designation Notice
 


iv



THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 6, 2016, among SCHNITZER STEEL INDUSTRIES, INC., an Oregon corporation (the “US Borrower”), SCHNITZER STEEL CANADA LTD., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party hereto pursuant to Section 2.15, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party hereto, BANK OF MONTREAL, as Canadian Lender, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
RECITALS
A.The US Borrower, Schnitzer Steel Canada, the US lenders from time to time party thereto (the “Existing US Lenders”), Bank of Montreal, as Canadian lender (the “Existing Canadian Lender”), Wells Fargo Bank, National Association, as an l/c issuer (the “Existing Wells Fargo L/C Issuer”), and Bank of America, N.A., as administrative agent, swing line lender (in such capacity, the “Existing Swing Line Lender”) and an l/c issuer (in such capacity, the “Existing Bank of America L/C Issuer” and together with the Wells Fargo Existing L/C Issuer, the “Existing L/C Issuers”), are parties to that certain Second Amended and Restated Credit Agreement dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified to, but not including, the Third Restatement Date, the “Existing Credit Agreement”) pursuant to which the Existing US Lenders have made revolving loans to the US Borrower, the Existing Swing Line Lender has made swing line loans to the US Borrower, the Existing L/C Issuers have issued letters of credit for the account of the US Borrower, and the Existing Canadian Lender has made revolving loans and letters of credit denominated in Canadian Dollars to the Canadian Borrowers.
B.    The US Borrower has requested the US Lenders, the Existing Swing Line Lender, the Existing L/C Issuers and the Administrative Agent to, and the Canadian Borrowers have requested the Existing Canadian Lender to, make certain modifications to, and amend and restate in its entirety, the Existing Credit Agreement, which the US Lenders, the Existing Swing Line Lender, the Existing L/C Issuers, the Existing Canadian Lender and the Administrative Agent have agreed to do on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Existing Credit Agreement in its entirety as follows:

1



Article I.

DEFINITIONS AND ACCOUNTING TERMS
1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“Administrative Agent” means Bank of America (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. As the context may require, references to “Administrative Agent” hereunder include Bank of America (or any of its designated branch offices or affiliates), acting in its capacity as agent under the Canadian Guaranties and the Canadian Security Agreements pursuant to the appointment by the Canadian Lender set forth in Section 9.01.
“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the US Borrower and the US Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, “Affiliate” shall not mean or include Persons that are a party to the Voting Trust Agreement, except for such Persons who are actively engaged in the senior management of the US Borrower.
“Aggregate Commitments” means the US Commitments of all the US Lenders. The initial aggregate principal amount of the Aggregate Commitments in effect on the Third Restatement Date is $335,000,000.
“Agreement” means this Third Amended and Restated Credit Agreement.
“Alternative Currency” means (a) with respect to the US Obligations, Canadian Dollars, Euro, Sterling, Yen and each other currency (other than Dollars) that is approved in accordance with Section 1.05, and (b) with respect to the Canadian Obligations, Canadian Dollars; provided, that, in each case, for each Alternative Currency, such requested currency is an Eligible Currency.
“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.
“Alternative Currency Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Commitments. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Commitments.
“Applicable Percentage” means with respect to any US Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such US Lender’s Commitment

2



at such time, subject to adjustment as provided in Section 2.18. If the commitment of each US Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each US Lender shall be determined based on the Applicable Percentage of such US Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each US Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such US Lender becomes a party hereto, as applicable.
“Applicable Rate” means, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a), the following:
(a)    in respect of US Obligations (including commitment fees payable for the account of the US Lenders, extensions of credit made by the US Lenders to the US Borrower under Article II in the form of a Committed Loan or Swing Line Loan, Letter of Credit fees payable for the account of the L/C Issuers and extensions of credit made by an L/C Issuer or US Lender to the US Borrower under Article II in the form of an L/C Borrowing or L/C Advance), the following percentages per annum:
Applicable Rate
Pricing Level
Consolidated Leverage Ratio
Commitment Fee
Eurocurrency Rate and Standby Letters of Credit
Base Rate +
1
< 0.15:1.00
0.20%
1.75%
0.00%
2
≥ 0.15:1.00 but
< 0.25:1.00
0.25%
2.00%
0.25%
3
≥ 0.25:1.00 but
< 0.35:1.00
0.30%
2.25%
0.50%
4
≥ 0.35:1.00 but
< 0.45:1.00
0.35%
2.50%
0.75%
5
≥ 0.45:1.00
0.40%
2.75%
1.00%
(b)    in respect of Canadian Obligations (including commitment fees payable for the account of the Canadian Lender, extensions of credit made by the Canadian Lender to a Canadian Borrower under Article II in the form of a Canadian Loan, Canadian Letter of Credit fees payable to the Canadian Lender and extensions of credit made by the Canadian Lender to a Canadian Borrower under Article II in the form of a Canadian L/C Borrowing), the following percentages per annum:

3



Applicable Rate
Pricing Level
Consolidated Leverage Ratio
Commitment Fee
Canadian Lender CDOR Rate and Standby Canadian Letters of Credit
Canadian Prime Rate +
1
< 0.15:1.00
0.20%
1.75%
0.00%
2
≥ 0.15:1.00 but
< 0.25:1.00
0.25%
2.00%
0.25%
3
≥ 0.25:1.00 but
< 0.35:1.00
0.30%
2.25%
0.50%
4
≥ 0.35:1.00 but
< 0.45:1.00
0.35%
2.50%
0.75%
5
≥ 0.45:1.00
0.40%
2.75%
1.00%
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Third Restatement Date through the first Business Day immediately following the date the Compliance Certificate for the fiscal quarter ending November 30, 2016 is delivered pursuant to Section 6.02(a) shall be determined based upon Pricing Level 4; provided, that if any Compliance Certificate delivered pursuant to Section 6.02(a) for the fiscal periods ending May 31, 2016 or August 31, 2016 demonstrates that the Consolidated Leverage Ratio as of the end of any such periods was > 0.45 to 1.00, Pricing Level 5 shall apply as of the first Business Day after the date in which such Compliance Certificate was delivered. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.11(c).
“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
“Approved Fund” means any Fund that is administered or managed by (a) a US Lender, (b) an Affiliate of a US Lender or (c) an entity or an Affiliate of an entity that administers or manages a US Lender.
“Arrangers” means MLPFS and JPMorgan Chase Bank, N.A., in their capacities as joint lead arrangers and joint bookrunners.
“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent.

4



“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.
“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
“Audited Financial Statements” means the audited consolidated balance sheet of the US Borrower and its Subsidiaries for the fiscal year ended August 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the US Borrower and its Subsidiaries, including the notes thereto.
“Availability Period” means the period from and including the Third Restatement Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.07(a), and (c) the date of termination of the commitment of each US Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Bank of America” means Bank of America, N.A., a national banking association, and its successors.
“Bank of Montreal” means Bank of Montreal, a Canadian chartered bank, and its successors.
“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus 1.75%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.
“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans are only available to the US Borrower and shall be denominated in Dollars.
“Borrowers” means, collectively, the US Borrower and the Canadian Borrowers.
“Borrower Materials” has the meaning specified in Section 6.02.

5



“Borrowing” means a Committed Borrowing, a Canadian Borrowing or a Swing Line Borrowing, as the context may require.
“Business Day” means:
(a)    unless such day relates to interest rate settings as to a Canadian Loan, any fundings, disbursements, settlements and payments in respect of a Canadian Loan, or any other dealings in Canadian Dollars to be carried out pursuant to this Agreement, any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:
(i)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;
(ii)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;
(iii)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and
(iv)    if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency; and
(b)    if such day relates to interest rate settings as to a Canadian Loan, any fundings, disbursements, settlements and payments in respect of a Canadian Loan, or any other dealings in Canadian Dollars to be carried out pursuant to this Agreement, any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Toronto, Ontario.
“Canadian Borrower” and “Canadian Borrowers” each has the meaning specified in the introductory paragraph hereto.
“Canadian Borrower Notice” has the meaning specified in Section 2.15.
“Canadian Borrower Request and Assumption Agreement” has the meaning specified in Section 2.15.

6



“Canadian Borrowing” means a borrowing of a Canadian Loan pursuant to Section 2.03(a).
“Canadian Commitment” means the obligation of the Canadian Lender to (a) make Canadian Loans to the Canadian Borrowers and (b) issue Canadian Letters of Credit for the account of the Canadian Borrowers pursuant to Section 2.03, in an aggregate principal amount at any one time outstanding not to exceed C$15,000,000, as such amount may be adjusted from time to time in accordance with this Agreement.
“Canadian Dollars” and “C$” means the lawful currency of Canada.
“Canadian Guarantors” means, collectively, the US Loan Parties, Schnitzer Canada and each other Person party to a Canadian Guarantee.
“Canadian Guaranties” means, collectively, the Amended and Restated Continuing Guarantee made by Schnitzer Canada in favor of the Administrative Agent, the Amended and Restated Continuing Guarantee made by Schnitzer Steel Canada in favor of the Administrative Agent, and each other Person from time to time party to a Continuing Guarantee in favor of the Administrative Agent pursuant to Section 6.12, each substantially in the form of Exhibit I.
“Canadian L/C Application” has the meaning specified in Section 2.03(d)(ii).
“Canadian L/C Borrowing” means an extension of credit resulting from a drawing under any Canadian Letter of Credit which has not been reimbursed on the date when made or refinanced as a Canadian Borrowing.
“Canadian L/C Fee” has the meaning specified in Section 2.03(h).
“Canadian L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Canadian Letters of Credit plus the aggregate of all payments made by the Canadian Lender under Canadian Letters of Credit and not yet reimbursed by the applicable Canadian Borrower, including all Canadian L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Canadian Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Canadian Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“Canadian L/C Sublimit” means an amount equal to the lesser of (a) C$15,000,000 and (b) the Canadian Commitment. The Canadian L/C Sublimit is part of, and not in addition to, the Canadian Commitment.
“Canadian Lender” means Bank of Montreal, in its capacity as provider of Canadian Loans and Canadian Letters of Credit, or any successor lender of Canadian Loans or Canadian Letters of Credit hereunder.
“Canadian Lender CDOR Rate” means for any Interest Period, the rate per annum equal to (a) the arithmetic average (rounded to the nearest one-thousandth of 1%, with five ten-thousandths of 1% being rounded upwards) of the rates applicable to Canadian Dollar bankers’ acceptances for the appropriate term displayed and identified on the “Reuters Screen CDOR Page” (or other commercially available source providing quotations comparable to those currently provided on such page as designated by the Canadian Lender from time to time) at approximately 10:00 a.m. (Toronto time) on the first day of such Interest Period or, if such day is not a Business Day then on the immediately preceding Business Day or (b) if such rate is not available at such time for any reason, the rate per annum determined by the Canadian Lender to be the

7



average of the rate quotes for bankers’ acceptances denominated in Canadian Dollars with a term equivalent to such Interest Period received by the Canadian Lender at approximately 10:00 a.m. (Toronto time) on the first day of such Interest Period or, if such day is not a Business Day, then on the immediately preceding Business Day.
“Canadian Letter of Credit” means any letter of credit issued by the Canadian Lender pursuant to Section 2.03. A Canadian Letter of Credit may be a commercial letter of credit or a standby letter of credit. No Letter of Credit shall be or become a Canadian Letter of Credit.
“Canadian Loan” has the meaning specified in Section 2.03(a).
“Canadian Loan Notice” means a notice of a Canadian Borrowing pursuant to Section 2.03(b), which, if in writing, shall be substantially in the form of Exhibit B.
“Canadian Loan Party” means, collectively, each Canadian Borrower and the Canadian Guarantors.
“Canadian Obligations” means, with respect to each Canadian Loan Party, (a) all advances to, and all debts, liabilities, obligations, covenants and duties of, such Canadian Loan Party arising under any Loan Document or otherwise with respect to any Canadian Loan or Canadian Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, (b) all obligations of such Canadian Loan Party arising under Secured Cash Management Agreements and Secured Hedge Agreements, and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Canadian Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, that Canadian Obligations of a Canadian Loan Party shall exclude any Excluded Swap Obligations with respect to such Canadian Loan Party.
“Canadian Prime Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the rate of interest in effect for such day as publicly announced from time to time by the Canadian Lender as its “prime” rate then in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada, and (b) the Canadian Lender CDOR Rate on that day for bankers’ acceptances issued on that day with a term to maturity of one month plus 1.00%. Any change in the “prime” rate announced by the Canadian Lender shall take effect at the opening of business on the day specified in the public announcement of such change.
“Canadian Prime Rate Loan” means a Canadian Loan that bears interest based on the Canadian Prime Rate.
“Canadian Security Agreements” means, collectively, (a) the security agreement, dated as of the Third Restatement Date, executed by Schnitzer Steel Canada in favor of the Administrative Agent for the benefit of the holders of the Canadian Obligations, (b) the security agreement, dated as of the Third Restatement Date, executed by Schnitzer Canada in favor of the Administrative Agent for the benefit of the holders of the Canadian Obligations, and (c) each other security agreement delivered after the Third Restatement Date by a Canadian Borrower pursuant to Section 6.12(c).

8



“Canadian Total Outstandings” means the aggregate Outstanding Amount of (a) all extensions of credit by the Canadian Lender to a Canadian Borrower under Article II in the form of a Canadian Loan and (b) all Canadian L/C Obligations.
“Cascade” means Cascade Steel Rolling Mills, Inc., an Oregon corporation.
“Cascade Mini-Mill” means the mini-mill facility for the manufacture of steel reinforcing rod, hot rolled rounds, squares and strip flats owned by Cascade and located in McMinnville, Oregon.
“Cash Collateralize” means (a) in respect of US Obligations, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuers or Swing Line Lender (as applicable) or the US Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of US Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuers or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (i) the Administrative Agent and (ii) the L/C Issuers or the Swing Line Lender (as applicable) and (b) in respect of Canadian Obligations, to pledge and deposit with or deliver to the Canadian Lender, as collateral for Canadian L/C Obligations, cash or deposit account balances or, if the Canadian Lender shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Canadian Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that (a) at the time it enters into a Cash Management Agreement with a Borrower, is a Lender or an Affiliate of a Lender, or (b) in the case of any Cash Management Agreement in effect on or prior to the Third Restatement Date, is, as of the Third Restatement Date, a Lender or an Affiliate of a Lender and a party to a Cash Management Agreement with a Borrower; provided, however, that for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.
“CDOR Rate Loan” means a Canadian Loan that bears interest based on the Canadian Lender CDOR Rate.
“CFC Holdco” means (a) any Subsidiary substantially all the assets of which consist of direct or indirect Equity Interests in one or more “controlled foreign corporations” within the meaning of Section 957 of the Code (any such Subsidiary, a “CFC”) or Indebtedness of such CFC’s and (b) any Subsidiary treated as a partnership for U.S. federal income Tax purposes in which a CFC owns Equity Interests (either directly or through one or more Subsidiaries treated as pass-through entities under the Code); provided, that for purposes of the definition of “CFC Holdco,” any interest treated as equity for U.S. federal income tax purposes shall be considered an Equity Interest.

9



“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, however, for purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“Change of Control” means an event or series of events by which:
(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than Persons a party to the Voting Trust Agreement as of the Third Restatement Date, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the aggregate voting power represented by the issued and outstanding Equity Interests of the US Borrower entitled to vote for members of the board of directors or equivalent governing body of the US Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or
(b)    during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the US Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
“Code” means the U.S. Internal Revenue Code of 1986.
“Collateral” means a collective reference to the property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents. The defined term “Collateral” shall not include any Excluded Property.
“Collateral Documents” means a collective reference to the Security Agreement, each Canadian Security Agreement, each Joinder Agreement, and the other security documents as may be executed and delivered by any Loan Party pursuant to the terms of this Agreement or any other Loan Document.

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“Combined Commitments” means the Aggregate Commitments and the Dollar Equivalent of the Canadian Commitment.
“Combined Outstandings” means the US Total Outstandings plus the Dollar Equivalent of the Canadian Total Outstandings.
“Commitment” means (a) as to each US Lender, its US Commitment and (b) as to the Canadian Lender, the Canadian Commitment.
“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
“Committed Loan” has the meaning specified in Section 2.01.
“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the US Borrower.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute.
“Compliance Certificate” means a certificate substantially in the form of Exhibit F.
“Consolidated Asset Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Asset Values as of such date to (b) Consolidated Funded Indebtedness as of such date.
“Consolidated Asset Values” means, as of any date of determination, an aggregate amount equal to the value of all accounts receivable, inventory or equipment (including, for the avoidance of doubt, equipment in-service and equipment reserved for future placement in-service), in each case, of the US Borrower and its Subsidiaries, as determined in accordance with GAAP, in or on which the Administrative Agent holds, for the benefit of the holders of the Obligations, valid Liens, as of such date of determination, as determined by the Administrative Agent in its reasonable discretion; provided, that, for purposes of calculating Consolidated Asset Values as of any date of determination, the aggregate amount of Consolidated Asset Values shall not include (a) any accounts receivable, inventory or equipment, in each case, in or on which any Person holds any other Lien (other than Liens permitted by Sections 7.01(a), (c), (d), (e), (f), (g), (h), (i), (k), (l), (m), (n), (o), (p), (q), or (r)), and (b) any amount in excess of (i) with respect to accounts receivable, (A) 85% of the aggregate amount of any accounts receivable supported by a letter of credit or other credit issuance, or (B) 75% of the aggregate amount of any other accounts receivable, (ii) with respect to inventory, 50% of the aggregate amount of the net book value of such inventory, and (iii) with respect to equipment, 50% of the aggregate amount of the net book value of such equipment.
“Consolidated Capital Expenditures” means, for any period of four fiscal quarters, an amount equal to (a) $20,000,000, if Total Revenues of the US Borrower and its Subsidiaries for such four fiscal quarter period are equal to or less than $2,500,000,000, (b) $25,000,000, if Total Revenues of the US Borrower and its Subsidiaries for such four fiscal quarter period are greater than $2,500,000,000 but are equal to or less

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than $3,500,000,000, and (c) $30,000,000, if Total Revenues of the US Borrower and its Subsidiaries for such four fiscal quarter period are greater than $3,500,000,000.
“Consolidated Capitalization” means, as of any date of determination, the sum of (a) Consolidated Funded Indebtedness as of such date of determination plus (b) Consolidated Net Worth as of such date of determination.
“Consolidated EBITDA” means, as of any date of determination, EBITDA for the US Borrower and its Subsidiaries on a consolidated basis for the period of four fiscal quarters most recently ended on or prior to such date of determination.
“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) the total of (i) Consolidated EBITDA plus (ii) amounts reserved for the Willamette River Remediation Obligations minus (iii) Consolidated Capital Expenditures to (b) the sum of (i) Consolidated Interest Charges plus (ii) the provision for Federal, state, local and foreign income taxes payable by the US Borrower and its Subsidiaries as included in calculating the Net Income of the US Borrower and its Subsidiaries on a consolidated basis plus (iii) Consolidated Principal Payments plus (iv) dividends or other distributions paid in cash with respect to any Equity Interest in the US Borrower plus (v) cash payments made in respect of Willamette River Remediation Obligations, in all cases for the period of the four prior fiscal quarters most recently ended on or prior to such date of determination. The Consolidated Fixed Charge Coverage Ratio will be calculated on a Pro Forma Basis.
“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 prior fiscal quarters most recently ended on or prior to such date of determination. The Consolidated Funded Debt to EBITDA Ratio will be calculated on a Pro Forma Basis.
“Consolidated Funded Indebtedness” means, as of any date of determination, for the US Borrower and its Subsidiaries on a consolidated basis, without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the US Borrower or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture to the extent the US Borrower or a Subsidiary is liable therefor, unless such Indebtedness is expressly made non-recourse to the US Borrower or such Subsidiary.
“Consolidated Interest Charges” means, for any period, Interest Charges for the US Borrower and its Subsidiaries on a consolidated basis for such period.
“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date of determination to (b) Consolidated Capitalization as of such date of determination.

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“Consolidated Net Worth” means, as of any date of determination, for the US Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the US Borrower and its Subsidiaries on that date.
“Consolidated Principal Payments” means, for any period, regularly scheduled principal payments required to be made by the US Borrower and its Subsidiaries on Consolidated Funded Indebtedness for such period.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“Contribution Agreement” means the Second Amended and Restated Indemnity, Subrogation and Contribution Agreement, dated as of the Third Restatement Date, made by the Loan Parties from time to time a party thereto, substantially in the form of Exhibit J.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Credit Extension” means each of the following: (a) a Borrowing, (b) an L/C Credit Extension, and (c) the issuance of a Canadian Letter of Credit, or extension of the expiry date thereof, or the increase of the amount thereof.
“Cure Certificate” has the meaning specified in Section 7.11(d).
“Cure Expiration Period” has the meaning specified in Section 7.11(d).
“Cure Right” has the meaning specified in Section 7.11(d).
“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Winding-Up and Restructuring Act (Canada) and any applicable corporations legislation, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means (a) when used with respect to US Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum, and (c) when used with respect to Canadian Obligations, an interest rate equal to (i) the Canadian Prime Rate plus (ii) the Applicable Rate, if any, applicable to Canadian Prime Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a CDOR Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.

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“Defaulting Lender” means, subject to Section 2.18(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the US Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the US Borrower, the Administrative Agent, any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the US Borrower, to confirm in writing to the Administrative Agent and the US Borrower that it will comply with its prospective funding obligations hereunder (provided, that, such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the US Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the US Borrower, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination.
“Designated Jurisdiction” means any country, region or territory to the extent that such country, region or territory itself, or whose government, is the subject of any Sanction.
“Discontinued Operations” shall mean the assets/liabilities and operations (a) classified as “discontinued operations” pursuant to ASC 205-20 or Accounting Principles Board Opinion No. 30, (b) of the US Borrower’s used auto parts stores in Millis, Massachusetts and North Portland, Oregon and scrap metal recycling facilities in Claremont, Madbury, Manchester (Willow Street) and Concord (Poplar Avenue), New Hampshire, or (c) of any of the US Borrower’s used auto parts stores or scrap metal recycling facilities that cease operations after the Third Restatement Date, in the case of each of clauses (b) and (c), whether or not classified as discontinued operations in the US Borrower’s financial statements.
“Disposed Business” has the meaning specified in the definition of “Pro Forma Basis”.

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“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.
“EBITDA” means, for any period, for any Person, an amount equal to Net Income of such Person for such period plus (a) the following (without duplication in each case) to the extent deducted in calculating such Net Income: (i) Interest Charges of such Person for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by such Person for such period, (iii) the amount of depreciation and amortization expense deducted in determining such Net Income, (iv) other non-recurring expenses (including non-recurring inventory write-downs) of such Person reducing such Net Income which do not represent a cash item in such period or any future period, (v) non-cash expenses of such Person resulting from the application of Statement of Financial Accounting Standards No. 123 (revised), (vi) amounts reserved for Willamette River Remediation Obligations, (vii) any non-recurring fees, expenses or charges related to any issuance of debt or Equity Interests, any Permitted Acquisition or any sale or other transfer of a Disposed Business (in each case, whether or not consummated), (viii) non-cash exchange, translation or performance losses relating to any foreign currency hedging transaction or currency fluctuations, (ix) (A) Productivity Improvement Expenses of such Person during such period, and (B) losses of such Person from Discontinued Operations during such period, in each case, incurred in the four fiscal quarter periods ending May 31, 2015, August 31, 2015, November 30, 2015 and/or February 29, 2016; provided, that, the aggregate amount added back to Net Income pursuant to this clause (a)(ix) shall not exceed $16,000,000 during the term of this Agreement, and (x) (A) Productivity Improvement Expenses of such Person during such period, and (B) losses of such Person from Discontinued Operations during such period, in each case, incurred in any fiscal quarter period ending May 31, 2016, August 31, 2016 and/or November 30, 2016; provided, that, the aggregate amount added back to Net Income pursuant to this clause (a)(x) shall not exceed $10,000,000 during the term of this Agreement and minus (b) the following (without duplication) to the extent included in calculating such Net Income: (i) Federal, state, local and foreign income tax credits for such Person during such period, (ii) non-cash exchange, translation or performance gains relating to any foreign currency hedging transaction or currency fluctuations of such Person for such period, and (iii) all non-cash items of such Person increasing such Net Income in such period or any future period. For any four fiscal quarter period, any non-cash reversal of a non-recurring fee, expense or charge which had been incurred during the four fiscal quarter period shall be included in Net Income during such period.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of

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an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).
“Eligible Currency” means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated. If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the US Lenders (in the case of any Committed Loans to be denominated in an Alternative Currency), the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) or the Canadian Lender (in the case of any Canadian Loans or Canadian Letters of Credit to be denominated in an Alternative Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect to such currency, (c) the provision of such currency becoming impracticable for the US Lenders, the applicable L/C Issuer or the Canadian Lender, as applicable, or (d) such currency no longer being a currency in which the US Lenders, applicable L/C Issuer or Canadian Lender, as applicable, is or are willing to make such Credit Extensions (each of clauses (a), (b), (c), and (d), a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders and the US Borrower, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within five (5) Business Days after receipt of such notice from the Administrative Agent, the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein.
“Environmental Laws” means any and all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, restrictions or licenses of, or agreements with, any Governmental Authority relating to pollution and the protection of the environment or the release of any regulated materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the US Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or

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acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the US Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the US Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the US Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate a Pension Plan, the treatment of an amendment to a Pension Plan as a termination under Section 4041 of ERISA, the institution by the PBGC of proceedings under Section 4041 of ERISA to terminate a Pension Plan, the occurrence of any event or condition which constitutes grounds for the termination of a Pension Plan under Section 4041 of ERISA, or the appointment pursuant to Section 4042 of ERISA of a trustee to administer any Pension Plan; (e) receipt by the US Borrower or any ERISA Affiliate of notification that the PBGC has instituted proceedings to terminate a Multiemployer Plan under Section 4041(A) of ERISA or for the appointment of a trustee to administer a Multiemployer Plan under Section 4042 of ERISA; (f) the determination that any Pension Plan is considered an “at-risk plan” under Section 430 of the Code or Section 303 of ERISA; (g) receipt by the US Borrower or any ERISA Affiliate of notification that any Multiemployer Plan is in “endangered” or “critical” status within the meaning of Sections 432 of the Code or Section 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the US Borrower or any ERISA Affiliate.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Euro” and “€” mean the single currency of the Participating Member States.
“Eurocurrency Rate” means:
(a)    for any Interest Period:
(i)    with respect to a Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, on the Rate Determination Date, for deposits in the relevant currency, with a term equivalent to such Interest Period; and

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(ii)    with respect to a Committed Loan denominated in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period;
(iii)    with respect to any Eurocurrency Rate Loan denominated in any other Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the US Lenders pursuant to Section 1.05; and
(b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for deposits in Dollars with a term of one month commencing that day;
provided, that, (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
“Eurocurrency Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.” Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.
“Event of Default” has the meaning specified in Section 8.01.
“Excluded Property” means, with respect to any Loan Party, (a) any owned or leased real property, (b) any personal property located outside of the United States or Canada, (c) any personal property other than Equipment, Inventory, or Accounts and the proceeds and products of the foregoing, (d) the Equity Interests of any Subsidiary owned by any Loan Party, and (e) any property which, subject to the terms of Section 7.03(e), is subject to a Lien of the type described in Section 7.01(j) pursuant to documents that prohibit such Loan Party from granting any other Liens in such property.
“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Loan Party or a grant by such Loan Party of a Lien becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts

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for which such Guarantee or Lien is or becomes excluded in accordance with the first sentence of this definition.
“Excluded Taxes” means, with respect to any Recipient, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which a Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the US Borrower under Section 10.13), any U.S. federal withholding Tax that is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the a Borrower with respect to such withholding Tax pursuant to Section 3.01(a)(ii) or (iii), (d) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (e) any U.S. federal withholding Taxes imposed pursuant to FATCA.
“Existing Bank of America L/C Issuer” has the meaning specified in the recitals hereto.
“Existing Canadian Lender” has the meaning specified in the recitals hereto.
“Existing Credit Agreement” has the meaning specified in the recitals hereto.
“Existing L/C Issuers” has the meaning specified in the recitals hereto.
“Existing Letters of Credit” means those certain letters of credit set forth on Schedule 1.01.
“Existing Wells Fargo L/C Issuer” has the meaning specified in the recitals hereto.
“Existing US Lenders” has the meaning specified in the recitals hereto.
“Existing Swing Line Lender” has the meaning specified in the recitals hereto.
“Facility Office” means the office designated by the applicable Lender through which such Lender will perform its obligations under this Agreement.
“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“FATCA” means Sections 1471 through 1474 of the Code, as of the Third Restatement Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any applicable intergovernmental agreements implementing the foregoing.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such

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rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
“Fee Letter” means the letter agreement, dated March 15, 2016, among the US Borrower, the Administrative Agent and MLPFS.
“Foreign Lender” means any Lender that is not a US Person.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other US Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other US Lenders or Cash Collateralized in accordance with the terms hereof.
“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied, and subject to Section 1.03.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any

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right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
“Guarantors” means, collectively, the US Guarantors and the Canadian Guarantors.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract not prohibited under Article VII with a Borrower, is a Lender or an Affiliate of a Lender or (b) in the case of any Swap Contract not prohibited under Article VII in effect on or prior to the Third Restatement Date, is, as of the Third Restatement Date, a Lender or an Affiliate of a Lender and a party to a Swap Contract not prohibited under Article VII with a Borrower; provided, that, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement; provided, further, that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.
“Honor Date” has the meaning set forth in Section 2.04(c).
“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments;
(c)    net obligations of such Person under any Swap Contract;
(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not past due for more than 60 days after the date on which such trade account payable was created);
(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

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(f)    capital leases and Synthetic Lease Obligations;
(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and
(h)    all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture to the extent such Person is liable therefor, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
“Indemnified Taxes” means Taxes other than Excluded Taxes.
“Indemnitees” has the meaning specified in Section 10.04(b).
“Information” has the meaning specified in Section 10.07.
“Initial Cure Determination Date” has the meaning specified in Section 7.11(d).
“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.
“Interest Charges” means, for any period, for any Person, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of such Person in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP (other than capitalized interest), and (b) the portion of rent expense of such Person with respect to such period under capital leases that is treated as interest in accordance with GAAP.
“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan or a Canadian Prime Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan or CDOR Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan) and any Canadian Prime Rate Loan, the first Business Day after the end of each March, June, September and December and the Maturity Date.
“Interest Period” means (a) as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the US Borrower in its Committed Loan Notice or such other period that is twelve months or less requested by the US Borrower and consented to by all the US Lenders and (b) as to each CDOR Rate Loan, the period commencing on the date such CDOR Rate Loan

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is disbursed or converted to or continued as a CDOR Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the US Borrower in its Canadian Loan Notice; provided that:
(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c)    no Interest Period shall extend beyond the Maturity Date.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, net of returns of capital, but without adjustment for subsequent increases or decreases in the value of such Investment.
“IP Rights” has the meaning specified in Section 5.19.
“IRS” means the United States Internal Revenue Service.
“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the US Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to any such Letter of Credit.
“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit N executed and delivered in accordance with the provisions of Section 6.12 or any other documents as the Administrative Agent shall deem appropriate for such purpose.
“Joint Venture” means any Person in which the US Borrower owns an Equity Interest, directly, or indirectly through one or more intermediaries, or both, which is accounted for by the US Borrower using the equity method of accounting.
“Judgment Currency” has the meaning specified in Section 10.22.
“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests,

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licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“L/C Advance” means, with respect to each US Lender, such US Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated in Dollars.
“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
“L/C Issuers” means, collectively, Bank of America, in its capacity as an issuer of Letters of Credit pursuant to Section 2.04, and each other US Lender which, with the written consent of the US Borrower and written notice to the Administrative Agent, is the issuer of one or more Letters of Credit, and any successor issuers of Letters of Credit permitted hereunder.
“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“Lenders” means, collectively, (a) each US Lender, and (b) the Canadian Lender.
“Lending Office” means, as to the Administrative Agent, any L/C Issuer, or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the US Borrower and the Administrative Agent, which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.
“Letter of Credit” means any letter of credit issued by an L/C Issuer pursuant to Section 2.04 and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. Letters of Credit may be issued in Dollars or in an Alternative Currency. No Canadian Letter of Credit shall be or become a Letter of Credit.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.
“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).
“Letter of Credit Fee” has the meaning specified in Section 2.04(h).
“Letter of Credit Report” means a certificate substantially in the form of Exhibit P or any other form approved by the Administrative Agent.

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“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.
“LIBOR Quoted Currency” means Dollars, Euro, Sterling, Yen and Swiss Franc, in each case as long as there is a published LIBOR rate with respect thereto.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
“Loan” means an extension of credit (a) by a US Lender to the US Borrower under Article II in the form of a Committed Loan or a Swing Line Loan and (b) by the Canadian Lender to a Canadian Borrower under Article II in the form of a Canadian Loan.
“Loan Documents” means this Agreement, the Collateral Documents, each Canadian Borrower Request and Assumption Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement, the Fee Letter, the US Guaranty (and each supplement thereto), the Canadian Guaranties, the Loss Sharing Agreement and the Contribution Agreement (and each supplement thereto) (but specifically excluding any Secured Hedge Agreement and any Secured Cash Management Agreement).
“Loan Parties” means, collectively, each US Loan Party and each Canadian Loan Party.
“Loss Sharing Agreement” means the Amended and Restated Loss Sharing Agreement, dated as of the Third Restatement Date, among the US Lenders from time to time party thereto, the Canadian Lender, the L/C Issuers from time to time party thereto, the Swing Line Lender and the Administrative Agent, substantially in the form of Exhibit M.
“Mandatory Cost” means any amount incurred periodically by any Lender hereunder which constitutes fees, costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation or has its Facility Office, by any Governmental Authority.
“Master Agreement” has the meaning specified in the definition of “Swap Contract.”
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (whether an actual liability or a contingent liability that could reasonably be expected to become an actual liability) or condition (whether financial or otherwise) of the US Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Borrower or any other Loan Party that is a Material Subsidiary to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Borrower or any other Loan Party that is a Material Subsidiary of any Loan Document to which it is a party.
“Material Subsidiary” means, as of any date of determination, any Subsidiary (a) whose Total Revenue is equal to 5% or more of the sum of (i) the Total Revenue of the US Borrower and its Subsidiaries on a consolidated basis plus (ii) the intercompany revenue between and/or among the US Borrower and its Subsidiaries not classified in the same business segment of the US Borrower (e.g. auto parts, metals recycling,

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steel manufacturing) to the extent eliminated on a consolidated basis in accordance with GAAP, in each case for the period of four fiscal quarters most recently ended on or prior to such date of determination for which the Loan Parties were required to deliver financial statements pursuant to Section 6.01(a) or (b) and/or (b) whose Total Assets are equal to 5% or more of the Total Assets of the US Borrower and its Subsidiaries on a consolidated basis as of such date of determination.
“Maturity Date” means April 6, 2021; provided, that, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.17(a)(i), Section 2.17(a)(ii), or Section 2.17(a)(iii) (as to Section 8.02(a)(iii)), an amount equal to 102% of the Outstanding Amount of all L/C Obligations, (c) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.17(a)(iii) (as to Section 2.06), an amount equal to 100% of the Outstanding Amount of all L/C Obligations, (d) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.17(a)(x), Section 2.17(a)(y) or Section 2.17(a)(z), an amount equal to 100% of the Outstanding Amount of all Canadian L/C Obligations and (e) otherwise, an amount determined by the Administrative Agent and each L/C Issuer in their sole discretion.
“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as joint lead arranger and joint bookrunner.
“Multiemployer Plan” means any plan of the type described in Section 4001(a)(3) of ERISA, to which the US Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Pension Plan which has two or more contributing sponsors (including the US Borrower or any ERISA Affiliate), at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Net Income” means, for any period, for any Person, the net income of such Person (excluding both extraordinary gains and extraordinary losses) for that period.
“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.
“Non-Extension Notice Date” has the meaning specified in Section 2.04(b)(iii).
“Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency.
“Note” means (a) a promissory note made by the US Borrower in favor of a US Lender evidencing the Loans made by such US Lender, substantially in the form of Exhibit D and (b) a promissory note made by a Canadian Borrower in favor of the Canadian Lender evidencing the Loans made by the Canadian Lender, substantially in the form of Exhibit E.

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“Notice of Additional L/C Issuer” means a certificate substantially in the form of Exhibit Q or any other form approved by the Administrative Agent.
“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit O or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the US Borrower.
“Obligations” means, collectively, the US Obligations and the Canadian Obligations.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).
“Other Taxes” means all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
“Outstanding Amount” means (a) with respect to Committed Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (b) with respect to Canadian Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Canadian Loans occurring on such date; (c) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; (d) with respect to any L/C Obligations on any date, the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the US Borrower of Unreimbursed Amounts; and (e) with respect to any Canadian L/C Obligations on any date, the aggregate outstanding amount of such Canadian L/C Obligations on such date after giving effect to the issuance of any Canadian Letter of Credit or the increase of the amount thereof occurring on such date and any other changes in the aggregate amount of the Canadian L/C Obligations as of such date, including as a result of any reimbursements by a Canadian Borrower of payments made by the Canadian Lender under Canadian Letters of Credit.
“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, applicable L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency,

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an overnight rate determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation.
“Participant” has the meaning specified in Section 10.06(e).
“Participant Register” has the meaning specified in Section 10.06(e).
“Participating Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Act” means the Pension Protection Act of 2006.
“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan” means any Plan (including a Multiple Employer Plan) that is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“Permitted Acquisition” means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line or a division of, any Person; provided that:
(a)    all Persons, assets, business lines or divisions acquired shall be in one or more lines of business not prohibited by Section 7.07 or such other lines of business as may be consented to by Required Lenders;
(b)    no Default or Event of Default shall then exist or would exist after giving effect to such acquisition;
(c)    as of the closing of any acquisition, such acquisition shall have been approved by the board of directors or equivalent governing body of the Person to be acquired or from which such assets, business line or division is to be acquired;
(d)    after giving pro forma effect to such acquisition, the US Borrower shall be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Section 7.11 (and, for any acquisition for cash consideration (including assumed liabilities, earnout payments and any other deferred payment) in excess of $50,000,000, the US Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the US Borrower demonstrating such pro forma compliance);
(e)    not less than 10 Business Days prior to the consummation of any acquisition for cash consideration (including assumed liabilities, earnout payments and any other deferred payment)

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in excess of $50,000,000, the US Borrower shall have delivered to the Administrative Agent a written description of the Person, assets, business line or division to be acquired and its operations;
(f)    if such acquisition is structured as a merger, and (A) (1) such merger is with the US Borrower, the US Borrower shall be the surviving Person after giving effect to such merger, and (2) such merger is with a Canadian Borrower, such Canadian Borrower shall be the surviving Person after giving effect to such merger or (B) such merger is with a Subsidiary, then such Subsidiary shall be the surviving Person after giving effect to such merger, unless such Subsidiary was created for the sole purpose of the acquisition and as part of the acquisition is merged into the Person acquired, in which case such Person may be the surviving Person if it is a wholly-owned Subsidiary; and
(g)    the target of such acquisition will become a Loan Party and/or the assets acquired shall be subject to Liens in favor of the Administrative Agent, in each case in accordance with, and to the extent required by this Agreement and the other Loan Documents.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (but excluding a Multiemployer Plan) maintained for employees of the US Borrower or any ERISA Affiliate or to which the US Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.
“Platform” has the meaning specified in Section 6.02.
“Portland Harbor Superfund Site” means the site located on the lower Willamette River between downtown Portland, Oregon and the mouth of the Columbia Slough which was added to the United States Environmental Protection Agency’s (“EPA”) National Priorities List in December 2000, and as it may be finally designated by a record of decision issued by the EPA.
“PPSA” means the Personal Property Security Act of British Columbia (or any successor statute) or similar legislation of any other Canadian jurisdiction.
“Pro Forma Basis” means, for purposes of calculating the Consolidated Fixed Charge Coverage Ratio or the Consolidated Funded Debt to EBITDA Ratio for any period, if the US Borrower or any Subsidiary sells or otherwise transfers any business entity, business line or division to a Person not an Affiliate of the US Borrower or such Subsidiary (each, a “Disposed Business”), or consummates a Permitted Acquisition, in each case during such period, then the Consolidated Fixed Charge Coverage Ratio or the Consolidated Funded Debt to EBITDA Ratio, as the case may be, shall be calculated to give pro forma effect to such sale or other transfer of a Disposed Business or to such Permitted Acquisition as if such event occurred on the first day of the four consecutive fiscal quarter period last ended on or before the occurrence of such event (the “Reference Period”) as follows: (a) Consolidated EBITDA for the Reference Period shall exclude (to the extent included) the EBITDA of each such Disposed Business and shall include the EBITDA associated with assets or Person acquired in each such Permitted Acquisition; (b) Consolidated Interest Charges and Consolidated Principal Payments shall be calculated on the basis that (x) Consolidated Funded Indebtedness incurred or permanently repaid during the Reference Period was incurred or repaid at the beginning of such period, and (y) Consolidated Interest Charges attributable to floating rate interest on any Consolidated Funded Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such period (taking into account the effect on such interest rates of any Swap Contract applicable to such Consolidated Funded Indebtedness); and (c)

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the provision for Federal, state, local and foreign income taxes payable by the US Borrower and its Subsidiaries shall be adjusted on a pro forma basis to give effect to the sale or other transfer of any such Disposed Business or any such Permitted Acquisition, in each case as if such sale or transfer or acquisition, as the case may be, had occurred on the first day of the period.
Pro forma calculations made for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and the Consolidated Funded Debt to EBITDA Ratio shall be determined in good faith by a Responsible Officer of the US Borrower and, for any fiscal period ending on or prior to the first anniversary of a Permitted Acquisition or sale or other transfer of a Disposed Business, may include adjustments to reflect operating expense reductions reasonably expected to result from such Permitted Acquisition or sale or other transfer of a Disposed Business, less the amount of costs reasonably expected to be incurred by the US Borrower and the Subsidiaries to achieve such cost savings, to the extent that the US Borrower delivers to the Administrative Agent (i) a certificate of a Responsible Officer of the US Borrower setting forth such operating expense reductions and the costs to achieve such reductions and certifying that such adjustments are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, and (ii) financial statements, calculations and other information in form and detail reasonably satisfactory to the Administrative Agent supporting such estimated operating expense reductions and the costs to achieve such reductions.
“Productivity Improvement Expenses” means expenses incurred in connection with the implementation of business realignment, cost containment and productivity improvement programs.
“Public Lender” has the meaning specified in Section 6.02.
“Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided, that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent.
“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document.
“Register” has the meaning specified in Section 10.04(c).
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA with respect to a Pension Plan, other than events for which the 30-day notice period has been waived pursuant to DOL Reg. Section 4043 as in effect on the date hereof (no matter how such requirement may be changed in the future).
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to a Borrowing, conversion or continuation of Canadian Loans, a Canadian Loan Notice, (c) with respect to the issuance, amendment or extension of a Canadian Letter of Credit, a Canadian L/C Application, (d) with respect to an L/C Credit Extension, a Letter of Credit Application, and (e) with respect to a Swing Line Loan, a Swing Line Loan Notice.

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“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Combined Commitments or, if the Commitments of the Lenders have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Combined Outstandings (with the aggregate amount of each US Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such US Lender for purposes of this definition); provided that the Commitment of, and the portion of the Combined Outstandings held or deemed held by, any Defaulting Lender shall be excluded from the numerator and the denominator for purposes of making a determination of Required Lenders; provided further that the Commitment of, and the portion of the Combined Outstandings held by the Canadian Lender in excess of the Dollar Equivalent of C$15,000,000 shall be excluded from the numerator and the denominator for purposes of making a determination of Required Lenders. For purposes of this definition, the amount of the Canadian Commitment and the amount of the Canadian Total Outstandings at any time shall be deemed to be the Dollar Equivalent of the Canadian Commitment or Canadian Total Outstandings, as applicable, at such time.
“Required US Lenders” means, as of any date of determination, US Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each US Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, US Lenders holding in the aggregate more than 50% of the US Total Outstandings (with the aggregate amount of each US Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such US Lender for purposes of this definition); provided that the US Commitment of, and the portion of the US Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded from the numerator and the denominator for purposes of making a determination of Required US Lenders.
“Responsible Officer” means the chief executive officer, president, senior vice president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party (or a Responsible Officer of the manager or member of such Loan Party), and, solely for purposes of the delivery of secretary, incumbency or similar certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent.
“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the US Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the US Borrower’s stockholders, partners or members (or the equivalent Person thereof).
“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance,

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amendment or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by an L/C Issuer under an Letter of Credit issued by it denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the Required Lenders shall require.
“Same Day Funds” means (a) with respect to disbursements and payments in Dollars or Canadian Dollars, immediately available funds, (b) with respect to disbursements and payments in an Alternative Currency (other than Canadian Dollars), same day or other funds as may be determined by the Administrative Agent or applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency and (c) with respect to disbursements and payments in Canadian Dollars, immediately available funds.
“Sanction(s)” means any sanction or trade embargo imposed, administered or enforced from time to time by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.
“Schnitzer Canada” means Schnitzer Steel Canadian Holdings, Inc., a corporation organized under the laws of Canada.
“Schnitzer Steel Canada” has the meaning specified in the introductory paragraph hereto.
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Secured Cash Management Agreement” means any Cash Management Agreement between any Borrower and any Cash Management Bank.
“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article VII between any Borrower and any Hedge Bank.
“Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit R.
“Security Agreement” means the security agreement, dated as of the Third Restatement Date, executed by the US Loan Parties in favor of the Administrative Agent for the benefit of the holders of the Obligations.
“Shareholders’ Equity” means, as of any date of determination, consolidated total equity of the US Borrower and its Subsidiaries as of that date determined in accordance with GAAP.
“Solvent” means, as to any Person at a particular time, if, at such time (a) the then fair saleable value of the property of such Person on a going concern basis is (i) greater than the total amount of liabilities (including contingent liabilities) of such Person as they mature in the ordinary course and (ii) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person; (b) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due. For purposes of this definition, the debts and liabilities of a Person, contingent or otherwise, shall include

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the amount of all debts and liabilities that are relevant under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), and the assets of a Person shall give effect to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Person pursuant to applicable Law or pursuant to the terms of any agreement (including the Contribution Agreement).
“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.
“Spot Rate” for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the applicable L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuers may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.
“Sterling” and “£” mean the lawful currency of the United Kingdom.
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of capital stock or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the US Borrower.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Swap Obligations” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

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“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.05.
“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
“Swing Line Loan” has the meaning specified in Section 2.05(a).
“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b), which shall be substantially in the form of Exhibit C or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the US Borrower.
“Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.
“Swiss Franc” mean the lawful currency of Switzerland.
“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.
“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Third Restatement Date” means April 6, 2016.
“Threshold Amount” means $25,000,000.
“Total Assets” means, as of any date of determination, for any Person, the total assets of such Person and its Subsidiaries on a consolidated basis on that date, as determined in accordance with GAAP. For purposes of this Agreement, when calculating the Total Assets of any Person as of any date of determination,

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in all cases the Total Assets of a Person shall be the actual amount thereof as reflected in the most recent financial statements furnished pursuant to Section 6.01(a) or 6.01(b).
“Total Revenue” means, for any period, for any Person, the total revenue of such Person and its Subsidiaries on a consolidated basis for that period, as determined in accordance with GAAP. For purposes of this Agreement, when calculating the Total Revenues of any Person as of any date of determination or for any period ending on any date of determination, the following provisions apply both in respect of such Person and its Subsidiaries on a consolidated basis and the US Borrower and its Subsidiaries on a consolidated basis: (a) if the relevant date of determination occurs within the 12 month period immediately succeeding the date that a Person became a Subsidiary, then the Total Revenues of such Person for the period of the four prior fiscal quarters ending on such date of determination shall, for purposes of this Agreement, be deemed to be an amount equal to the projected total revenue of such Person (based on the US Borrower’s management’s good faith estimate of the projected financial performance of such Person) for the period of 12 consecutive months commencing on the first day of the month next following the date that such Person became a Subsidiary; (b) if the relevant date of determination occurs within the 12 month period immediately succeeding the date that the US Borrower or a Subsidiary acquired all or substantially all of the assets of, or a business line or a division of, any Person, then the Total Revenues of the US Borrower or such Subsidiary for the period of the four prior fiscal quarters ending on such date of determination shall, for purposes of this Agreement, be deemed to exclude the actual amount of revenue derived from the assets, business line or division acquired and include an amount equal to the revenue projected to be derived from the assets, business line or division acquired (based on the US Borrower’s management’s good faith estimate of the projected financial performance of such assets, business line or division) for the period of 12 consecutive months commencing on the first day of the month next following the date that the US Borrower or such Subsidiary acquired such assets, business line or division; and (c) in all other cases, the Total Revenues of a Person shall be the actual amount thereof as reflected in the most recent financial statements furnished pursuant to Section 6.01(a) or 6.01(b).
“Type” means (a) with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan and (b) with respect to a Canadian Loan, its character as a Canadian Prime Rate Loan or a CDOR Rate Loan.
“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).
“United States” and “U.S.” mean the United States of America.
“Unreimbursed Amount” has the meaning specified in Section 2.04(c)(i).
“US Borrower” has the meaning specified in the introductory paragraph hereto.
“US Commitment” means, as to each US Lender, its obligation to (a) make Committed Loans to the US Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to

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exceed the Dollar amount set forth opposite such US Lender’s name on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such US Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“US Guarantors” means, collectively, (a) the US Borrower and each Domestic Subsidiary party to the US Guaranty, and (b) any other Domestic Subsidiary which from time to time becomes a Guarantor pursuant to Section 6.12.
“US Guaranty” means the Third Amended and Restated Continuing Guaranty made by the US Guarantors from time to time a party thereto in favor of the Administrative Agent, substantially in the form of Exhibit H.
“US Lender” means each of the Persons identified as a “US Lender” on the signature pages hereto, each other Person that becomes a “US Lender” in accordance with this Agreement and their successors and assigns and, unless the context requires otherwise, includes the Swing Line Lender.
“US Loan Parties” means, collectively, the US Borrower and each US Guarantor.
“US Obligations” means, with respect to each US Loan Party, (a) all advances to, and all debts, liabilities, obligations, covenants and duties of, such US Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, (b) all obligations of such US Loan Party arising under Secured Cash Management Agreements and Secured Hedge Agreements and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any US Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, that US Obligations of a US Loan Party shall exclude any Excluded Swap Obligations with respect to such US Loan Party.
“US Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
“US Total Outstandings” means the aggregate Outstanding Amount of (a) all extensions of credit by a US Lender to the US Borrower under Article II in the form of a Committed Loan or a Swing Line Loan and (b) all L/C Obligations.
“Voting Trust Agreement” means that certain Schnitzer Steel Industries, Inc. 2001 Restated Voting Trust and Buy-Sell Agreement dated as of March 26, 2001, as in effect on the Third Restatement Date.
“Willamette River Remediation Obligations” means amounts accrued as liabilities or reserves for the costs of the investigations of, remediation of conditions at and natural resource damages claims related to the Portland Harbor Superfund Site.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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“Yen” and “¥” mean the lawful currency of Japan.
1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Loan Document or Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and contract rights. Any and all references to “Borrower” regardless of whether preceded by the term a, any, each of, all, and/or, or any other similar term shall be deemed to refer, as the context requires, to each and every (and/or any one or all) parties constituting a Borrower, individually and/or in the aggregate.
(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
1.03    Accounting Terms.
(a)    Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the US Borrower and its Subsidiaries shall be deemed

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to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.
(b)    Changes in GAAP. If at any time the effectiveness of any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the US Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the US Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the US Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis of GAAP as in effect on the Third Restatement Date.
(c)    Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the US Borrower and its Subsidiaries or to the determination of any amount for the US Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the US Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.
1.04    Exchange Rates; Currency Equivalents.
(a)    The Administrative Agent or an L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or an L/C Issuer, as applicable.
(b)    Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be.
1.05    Additional Alternative Currencies.
(a)    The US Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that (i) such requested currency is an Eligible Currency, and (ii) such requested currency shall only be treated as a “LIBOR Quoted Currency” to the extent that there is a published LIBOR rate for such currency. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the US Lenders;

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and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer.
(b)    Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each US Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable L/C Issuer thereof. Each US Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or each L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.
(c)    Any failure by a US Lender or an L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such US Lender or L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the US Lenders consent to making Eurocurrency Rate Loans in such requested currency and the Administrative Agent and the US Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the US Borrower and (i) the Administrative Agent and the US Lenders may amend (notwithstanding anything set forth in Section 10.01 to the contrary) the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (ii) to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the US Borrower and (A) the Administrative Agent and the applicable L/C Issuer may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (ii) to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the US Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.
1.06    Change of Currency.
(a)    Each obligation of the US Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any

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Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.
(b)    Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.
(c)    Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.
1.07    Rounding. Any financial ratios required to be maintained by the US Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.08    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).
1.09    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
1.10    UCC Terms. Terms defined in the UCC in effect on the Third Restatement Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.
ARTICLE II.    
 

THE COMMITMENTS AND CREDIT EXTENSIONS
2.01    Committed Loans. Subject to the terms and conditions set forth herein, each US Lender severally agrees to make loans (each such loan, a “Committed Loan”) to the US Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such US Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the US Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any US Lender, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all L/C

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Obligations, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each US Lender’s Commitment, and subject to the other terms and conditions hereof, the US Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however, that any Committed Borrowing made on the Third Restatement Date shall be made as Base Rate Loans unless the US Borrower delivers a funding indemnity letter not less than three Business Days prior to the Third Restatement Date.
2.02    Borrowings, Conversions and Continuations of Committed Loans.
(a)    Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the US Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) six Business Days (or seven Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that (x) if the US Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) seven (7) Business Days (or eight (8) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrower, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, or (y) if the US Borrower wishes to request Eurocurrency Rate Loans denominated in Alternative Currencies, the applicable notice must be received by the Administrative Agent not later than the time period set forth in clause (ii) above (or, with respect to any such Eurocurrency Rate Loans denominated in an Alternative Currency having an Interest Period other than one, two, three or six months in duration, not later than the time period set forth in clause (x)(ii) in the proviso above), whereupon, in each case, the Administrative Agent shall give prompt notice to the US Lenders of such request and determine whether the requested Interest Period and/or the requested Alternative Currency, as applicable, is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans, the Administrative Agent shall notify the US Borrower (which notice may be by telephone) whether or not the requested Interest Period and/or the requested Alternative Currency, as applicable, has been consented to by all the US Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the US Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to

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be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed Loans to be borrowed. If the US Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the US Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the US Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the US Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
(b)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each US Lender of the amount (and currency) of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the US Borrower, the Administrative Agent shall notify each US Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each US Lender shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the US Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the US Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the US Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the US Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the US Borrower as provided above.
(c)    Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, if so requested by the Required US Lenders, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency), and the Required US Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d)    The Administrative Agent shall promptly notify the US Borrower and the US Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the

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US Borrower and the US Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e)    After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.
(f)    Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the US Borrower, the Administrative Agent and such Lender.
(g)    This Section 2.02 shall not apply to Swing Line Loans.
2.03    Canadian Loans and Letters of Credit.
(a)    Loan Commitment. Subject to the terms and conditions set forth herein, the Canadian Lender agrees to make loans (each such loan, a “Canadian Loan”) to any Canadian Borrower in Canadian Dollars from time to time, on any Business Day during the Availability Period; provided that after giving effect to any Canadian Borrowing, the Canadian Total Outstandings shall not exceed the amount of the Canadian Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow under this Section 2.03, prepay under Section 2.06, and reborrow under this Section 2.03. Canadian Loans may be Canadian Prime Rate Loans or CDOR Rate Loans, as further provided herein.
(b)    Borrowings, Conversions and Continuations of Canadian Loans.
(i)    Each Canadian Borrowing, each conversion of Canadian Loans from one Type to the other, and each continuation of CDOR Rate Loans shall be made upon the US Borrower’s irrevocable notice to the Canadian Lender, which may be given by telephone. Each such notice must be received by the Canadian Lender not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of CDOR Rate Loans or of any conversion of CDOR Rate Loans to Canadian Prime Rate Loans, and (ii) on the requested date of any Borrowing of Canadian Prime Rate Loans. Each telephonic notice by the US Borrower pursuant to this Section 2.03(b) must be confirmed promptly by delivery to the Canadian Lender of a written Canadian Loan Notice, appropriately completed and signed by a Responsible Officer of the US Borrower. Each Borrowing of, conversion to or continuation of Canadian Loans shall be in a principal amount of C$100,000 or a whole multiple of C$100,000 in excess thereof. Each Canadian Loan Notice (whether telephonic or written) shall specify (i) whether the US Borrower is requesting a Canadian Borrowing, a conversion of Canadian Loans from one Type to the other, or a continuation of CDOR Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Canadian Loans to be borrowed, converted or continued, (iv) the Type of Canadian Loans to be borrowed or to which existing Canadian Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the applicable Canadian Borrower. If the US Borrower fails to specify a Type of Canadian Loan in a Canadian Loan Notice or if the US Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Canadian Loans shall be made as, or converted to, Canadian Prime Rate Loans. Any automatic conversion to Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable CDOR Rate Loans. If the US Borrower requests a Borrowing of, conversion to, or

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continuation of CDOR Rate Loans in any such Canadian Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(ii)    Following receipt of a Canadian Loan Notice, and upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Canadian Lender shall make the amount of its Canadian Loan available to the applicable Canadian Borrower in Same Day Funds either by (A) crediting the account of such Canadian Borrower on the books of the Canadian Lender with the amount of such funds or (B) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Canadian Lender by the US Borrower.
(iii)    Except as otherwise provided herein, a CDOR Rate Loan may be continued or converted only on the last day of an Interest Period for such CDOR Rate Loan. During the existence of a Default, on notice from the Canadian Lender to the US Borrower, no Canadian Loans may be requested as, converted to or continued as CDOR Rate Loans.
(iv)    The Canadian Lender shall promptly notify the US Borrower of the interest rate applicable to any Interest Period for CDOR Rate Loans upon determination of such interest rate. At any time that Canadian Prime Rate Loans are outstanding, the Canadian Lender shall notify the US Borrower of any change in the Canadian Lender’s prime rate used in determining the Canadian Prime Rate promptly following the public announcement of such change.
(v)    After giving effect to all Canadian Borrowings, all conversions of Canadian Loans from one Type to the other, and all continuations of Canadian Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to Canadian Loans.
(c)    Canadian Letter of Credit Commitment. Subject to the terms and conditions set forth herein, the Canadian Lender agrees (i) to issue letters of credit denominated in Canadian Dollars (each such letter of credit, a “Canadian Letter of Credit”) for the account of any Canadian Borrower, and to amend or extend Canadian Letters of Credit previously issued by it and (ii) to honor drawings under the Canadian Letters of Credit; provided that after giving effect to the issuance of such Canadian Letter of Credit or the increase of the amount thereof, (A) the Canadian Total Outstandings shall not exceed the amount of the Canadian Commitment and (B) the Outstanding Amount of the Canadian L/C Obligations shall not exceed the Canadian L/C Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, each Canadian Borrower’s ability to obtain Canadian Letters of Credit shall be fully revolving, and accordingly each Canadian Borrower may, during the foregoing period, obtain Canadian Letters of Credit to replace Canadian Letters of Credit that have expired or that have been drawn upon and reimbursed.
(i)    The Canadian Lender shall be under no obligation to issue, amend or extend any Canadian Letters of Credit, if:
(A)    the expiry date of such requested Canadian Letter of Credit would occur (x) more than twelve months after the date of issuance or last extension or (y) after the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).
(B)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Canadian Lender from issuing such Canadian Letter of Credit, or any Law applicable to the Canadian Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with

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jurisdiction over the Canadian Lender shall prohibit, or request that the Canadian Lender refrain from, the issuance of letters of credit generally or such Canadian Letter of Credit in particular or shall impose upon the Canadian Lender with respect to such Canadian Letter of Credit any restriction, reserve or capital requirement (for which the Canadian Lender is not otherwise compensated hereunder) not in effect on the Third Restatement Date, or shall impose upon the Canadian Lender any unreimbursed loss, cost or expense which was not applicable on the Third Restatement Date and which the Canadian Lender in good faith deems material to it;
(C)    the issuance of such Canadian Letter of Credit would violate one or more policies of the Canadian Lender applicable to letters of credit generally; or
(D)    such Letter of Credit is to be denominated in a currency other than Canadian Dollars.
(ii)    The Canadian Lender shall be under no obligation to amend any Canadian Letter of Credit if (A) the Canadian Lender would have no obligation at such time to issue such Canadian Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Canadian Letter of Credit does not accept the proposed amendment to such Canadian Letter of Credit.
(d)    Procedures for Issuance and Amendment of Canadian Letters of Credit.
(i)    Each Canadian Letter of Credit shall be issued or amended, as the case may be, upon the request of the US Borrower delivered to the Canadian Lender in the form of an application and agreement for the issuance or amendment of a Canadian Letter of Credit in the form from time to time in use by the Canadian Lender (a “Canadian L/C Application”), appropriately completed and signed by a Responsible Officer of the applicant Canadian Borrower. Such Canadian L/C Application must be received by the Canadian Lender not later than 11:00 a.m. at least three Business Days (or such later date and time as the Canadian Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. Such Canadian L/C Application shall specify in form and detail reasonably satisfactory to the Canadian Lender such matters as the Canadian Lender may require. Additionally, the applicable Canadian Borrower shall furnish to the Canadian Lender such other documents and information pertaining to such requested Canadian Letter of Credit issuance or amendment as the Canadian Lender may reasonably require.
(ii)    Promptly after its delivery of any Canadian Letter of Credit or any amendment to a Canadian Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Canadian Lender will also deliver to the US Borrower a true and complete copy of such Canadian Letter of Credit or amendment.
(e)    Reimbursements; Obligations Absolute. Not later than 11:00 a.m. on the date of any payment by the Canadian Lender under a Canadian Letter of Credit, the applicable Canadian Borrower shall reimburse the Canadian Lender in an amount equal to the amount of such drawing. The obligation of each Canadian Borrower to reimburse the Canadian Lender for each drawing under each Canadian Letter of Credit and to repay each Canadian L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of the Canadian L/C Application completed by the applicable Canadian Borrower in respect of such Canadian Letter of Credit.

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(f)    Existing Canadian Letters of Credit. The following letters of credit shall be deemed to be Canadian Letters of Credit issued pursuant to this Section 2.03, and from and after the Third Restatement Date shall be subject to and governed by the terms and conditions hereof: (i) Irrevocable Standby Letter of Credit No. BMTO432235OS in the initial stated amount of C$23,280.00; (ii) Irrevocable Standby Letter of Credit No. BMTO389025OS in the initial stated amount of C$20,000.00; (iii) Irrevocable Standby Letter of Credit No. BMTO359792OS in the initial stated amount of C$15,452.78; (iv) Irrevocable Standby Letter of Credit No. BMTO424009OS in the initial stated amount of C$5,000.00; (v) Irrevocable Standby Letter of Credit No. BMTO316901OS in the initial stated amount of C$23,379.00; (vi) Irrevocable Standby Letter of Credit No. BMTO316900OS in the initial stated amount of C$12,000.00; (vii) Irrevocable Standby Letter of Credit No. BMTO316899OS in the initial stated amount of C$50,000.00; (viii) Irrevocable Standby Letter of Credit No. BMTO316898OS in the initial stated amount of C$79,897.50; (ix) Irrevocable Standby Letter of Credit No. BMTO459115OS in the initial stated amount of C$62,940.15; (x) Irrevocable Standby Letter of Credit No. BMTO466172OS in the initial stated amount of C$24,000.00; and (xi) Irrevocable Standby Letter of Credit No. BMTO466807OS in the initial stated amount of C$97,020.00.
(g)    Applicability of ISP and UCP. Unless otherwise expressly agreed by the Canadian Lender and the applicable Canadian Borrower when a Canadian Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Canadian Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Canadian Letter of Credit.
(h)    Canadian Letter of Credit Fees. The applicable Canadian Borrower shall pay to the Canadian Lender a Canadian Letter of Credit fee (the “Canadian L/C Fee”) (i) for each commercial Canadian Letter of Credit equal to 1% per annum times the daily amount available to be drawn under such Canadian Letter of Credit, and (ii) for each standby Canadian Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Canadian Letter of Credit. Canadian L/C Fees shall be (x) computed on a quarterly basis in arrears and (y) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Canadian Letter of Credit, on the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day) and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Canadian Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Canadian Lender, while any Event of Default exists, all Canadian L/C Fees shall accrue at the Default Rate.
(i)    Documentary and Processing Charges. The Canadian Borrowers shall pay to the Canadian Lender the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Canadian Lender relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(j)    Conflict with Canadian L/C Application. In the event of any conflict between the terms hereof and the terms of any Canadian L/C Application, the terms hereof shall control.
(k)    Interest and Fees for Account of Canadian Lender. The Canadian Lender shall be responsible for invoicing the US Borrower for interest and fees on or with respect to the Canadian Commitment, the Canadian Loans and the Canadian Letters of Credit. Interest and fees on or with respect to the Canadian Commitment, the Canadian Loans and the Canadian Letters of Credit shall be solely for the account of the Canadian Lender.

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(l)    Payments Directly to Canadian Lender. The Canadian Borrowers shall make all payments of principal, interest and fees on or with respect to the Canadian Commitment, the Canadian Loans and the Canadian Letters of Credit directly to the Canadian Lender.
(m)    Canadian Lender Reports. Upon the request of the Administrative Agent, the Canadian Lender shall provide the Administrative Agent a report setting forth the outstanding amount of all Canadian Loans and Canadian Letters of Credit and such other information as the Administrative Agent shall reasonably request as to the Canadian Loans and Canadian Letters of Credit extended by the Canadian Lender.
2.04    Letters of Credit.
(a)    The Letter of Credit Commitment.
(i)    Subject to the terms and conditions set forth herein, (A) each L/C Issuer severally agrees, in reliance upon the agreements of the US Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Third Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the US Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the US Lenders severally agree to participate in Letters of Credit issued for the account of the US Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the US Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any US Lender, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the US Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the US Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the US Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the US Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Third Restatement Date shall be subject to and governed by the terms and conditions hereof.
(ii)    Such L/C Issuer shall not issue any Letter of Credit, if:
(A)    subject to Section 2.04(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required US Lenders have approved such expiry date; or
(B)    the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the US Lenders have approved such expiry date.
(iii)    Such L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of

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Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Third Restatement Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Third Restatement Date and which such L/C Issuer in good faith deems material to it;
(B)    the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;
(C)    except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;
(D)    such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(E)    such L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(F)    any US Lender is at that time a Defaulting Lender, unless the obligations of such Defaulting Lender have been fully re-allocated to the non-Defaulting Lenders pursuant to Section 2.18(b) or such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the US Borrower or such US Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(G)    such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv)    Such L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v)    Such L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi)    Such L/C Issuer shall act on behalf of the US Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with

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respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.
(b)    Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.
(i)    Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the US Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the US Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to the applicable L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least three Business Days (or such later date and time as the Administrative Agent and the applicable L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof (and, in the absence of specification of a currency, shall be deemed a request for a Letter of Credit denominated in Dollars); (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may reasonably require. Additionally, the US Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may reasonably require.
(ii)    Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the US Borrower and, if not, the applicable L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any US Lender, the Administrative Agent or any US Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the US Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such US Lender’s Applicable Percentage times the amount of such Letter of Credit.

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(iii)    If the US Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the US Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the US Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required US Lenders have elected not to permit such extension or (2) from the Administrative Agent, any US Lender or the US Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.
(iv)    Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the US Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c)    Drawings and Reimbursements; Funding of Participations.
(i)    Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the US Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the US Borrower shall reimburse the applicable L/C Issuer in such Alternative Currency, unless (A) the applicable L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the US Borrower shall have notified the applicable L/C Issuer promptly following receipt of the notice of drawing that the US Borrower will reimburse the applicable L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable L/C Issuer shall notify the US Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the US Borrower shall reimburse the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.04(c)(i) and (B) the Dollar amount paid by the US Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the

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Alternative Currency equal to the drawing, the US Borrower agrees, as a separate and independent obligation, to indemnify the applicable L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the US Borrower fails to so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each US Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such US Lender’s Applicable Percentage thereof. In such event, the US Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii)    Each US Lender shall upon any notice pursuant to Section 2.04(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each US Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the US Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in Dollars.
(iii)    With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the US Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each US Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.04(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such US Lender in satisfaction of its participation obligation under this Section 2.04.
(iv)    Until each US Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.04(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such US Lender’s Applicable Percentage of such amount shall be solely for the account of such L/C Issuer.
(v)    Each US Lender’s obligation to make Committed Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such US Lender may have against such L/C Issuer, the US Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each US

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Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the US Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the US Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi)    If any US Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such US Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such US Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the applicable L/C Issuer in connection with the foregoing. If such US Lender pays such amount (with interest and fees as aforesaid), the portion of amount so paid equal to the Applicable Percentage of the Unreimbursed Amount originally payable under Section 2.04(c)(ii) shall constitute such US Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any US Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
(d)    Repayment of Participations.
(i)    At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any US Lender such US Lender’s L/C Advance in respect of such payment in accordance with Section 2.04(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the US Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such US Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such US Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those received by the Administrative Agent.
(ii)    If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.04(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each US Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such US Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the US Lenders under this clause shall survive the termination of the Aggregate Commitments, the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.
(e)    Obligations Absolute. The obligation of the US Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit issued by such L/C Issuer and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

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(i)    any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;
(ii)    the existence of any claim, counterclaim, setoff, defense or other right that the US Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii)    any draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv)    waiver by the applicable L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the US Borrower or any waiver by the applicable L/C Issuer which does not in fact materially prejudice the US Borrower;
(v)    honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
(vi)    any payment made by the applicable L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;
(vii)    any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;
(viii)    any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the US Borrower or any Subsidiary or in the relevant currency markets generally; or
(ix)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the US Borrower or any Subsidiary.
The US Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the US Borrower’s instructions or other irregularity, the US Borrower will immediately notify the applicable L/C Issuer. The US Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

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(f)    Role of L/C Issuers. Each US Lender and the US Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable to any US Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the US Lenders or the Required US Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The US Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the US Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the US Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to the US Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the US Borrower which the US Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The applicable L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
(g)    Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the US Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the applicable L/C Issuer shall not be responsible to the US Borrower for, and the applicable L/C Issuer’s rights and remedies against the US Borrower shall not be impaired by, any action or inaction of the applicable L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the applicable L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.
(h)    Letter of Credit Fees. The US Borrower shall pay to the Administrative Agent for the account of each US Lender in accordance, subject to Section 2.18, with its Applicable Percentage, in Dollars, a Letter

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of Credit fee (the “Letter of Credit Fee”) (i) for each commercial Letter of Credit equal to 1% per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit, and (ii) for each standby Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required US Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(i)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The US Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter (or, with respect to any L/C Issuer other than Bank of America, the rates separately agreed to by such L/C Issuer and the US Borrower), computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the US Borrower and the applicable L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter (or, with respect to any L/C Issuer other than Bank of America, the rates separately agreed to by such L/C Issuer and the US Borrower), computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the US Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(j)    Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
(k)    Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the US Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The US Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the US Borrower, and that the US Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
(l)    L/C Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent a Letter of Credit Report, as follows: (i) reasonably prior to

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the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed); (ii) on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment; (iii) on any Business Day on which the US Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount of such payment; (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and (v) for so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer.
(m)    Additional L/C Issuers. Any US Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of Additional L/C Issuer which shall be signed by the US Borrower, the Administrative Agent and each L/C Issuer. In connection with the delivery of the Notice of Additional L/C Issuer, such US Lender shall also execute and deliver to the Administrative Agent a joinder, in form and substance satisfactory to the Administrative Agent, to the Loss Sharing Agreement in its capacity as an L/C Issuer.
2.05    Swing Line Loans.
(a)    The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other US Lenders set forth in this Section 2.05, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the US Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the US Lender acting as Swing Line Lender, may exceed the amount of such US Lender’s Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (A) the US Total Outstandings shall not exceed the Aggregate Commitments, and (B) the aggregate Outstanding Amount of the Committed Loans of any US Lender, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US Lender’s Commitment, (ii) the US Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the US Borrower may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such US Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b)    Borrowing Procedures. Each Swing Line Borrowing shall be made upon the US Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly

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by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any US Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may make the amount of its Swing Line Loan available to the US Borrower at its office by crediting the account of the US Borrower on the books of the Swing Line Lender in Same Day Funds.
(c)    Refinancing of Swing Line Loans.
(i)    The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the US Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each US Lender make a Base Rate Committed Loan in an amount equal to such US Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the US Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each US Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.05(c)(ii), each US Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the US Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
(ii)    If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the US Lenders fund its risk participation in the relevant Swing Line Loan and each US Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation.
(iii)    If any US Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such US Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender shall be entitled to recover from such US Lender (acting through the Administrative Agent), on

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demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such US Lender pays such amount (with interest and fees as aforesaid), the portion of amount so paid equal to Applicable Percentage of the amount of the Swing Line Loan to be refinanced shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any US Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv)    Each US Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such US Lender may have against the Swing Line Lender, the US Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each US Lender’s obligation to make Committed Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the US Borrower to repay Swing Line Loans, together with interest as provided herein.
(d)    Repayment of Participations.
(i)    At any time after any US Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such US Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such US Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.
(ii)    If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each US Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the US Lenders under this clause shall survive the termination of the Aggregate Commitments, the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.
(e)    Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the US Borrower for interest on the Swing Line Loans. Until each US Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.05 to refinance such US Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

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(f)    Payments Directly to Swing Line Lender. The US Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
2.06    Prepayments.
(a)    The US Borrower may, upon delivery of a Notice of Loan Prepayment from the US Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty subject to Section 3.05; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each Notice of Loan Prepayment shall specify the date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each US Lender of its receipt of each such notice, and of the amount of such US Lender’s Applicable Percentage of such prepayment. If such notice is given by the US Borrower, the US Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the US Lenders in accordance with their respective Applicable Percentages.
(b)    The US Borrower may, upon notice from the US Borrower to the Canadian Lender, at any time or from time to time voluntarily prepay Canadian Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Canadian Lender not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of CDOR Rate Loans, and (B) on the date of prepayment of Canadian Prime Rate Loans; and (ii) any prepayment of Canadian Loans shall be in a principal amount of C$100,000 or a whole multiple of C$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Canadian Loans to be prepaid and, if CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the US Borrower, the applicable Canadian Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a CDOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.
(c)    The US Borrower may, upon delivery of a Notice of Loan Prepayment to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the US Borrower,

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the US Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(d)    If the Administrative Agent notifies the US Borrower at any time that the US Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the US Borrower shall prepay Loans and/or the US Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that the US Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after the prepayment in full of the Committed Loans and Swing Line Loans the US Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.
(e)    If the Administrative Agent notifies the US Borrower at any time that the Outstanding Amount of all Committed Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the US Borrower shall prepay Committed Loans and/or Cash Collateralize Letters of Credit denominated in Alternative Currencies in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
2.07    Termination or Reduction of Commitments.
(a)    Aggregate Commitments. The US Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the US Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the US Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the US Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as set forth above, the amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the US Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each US Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
(b)    Canadian Commitment. The US Borrower may, upon notice to the Canadian Lender, terminate the Canadian Commitment, or from time to time permanently reduce the Canadian Commitment; provided that (i) any such notice shall be received by the Canadian Lender not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of C$5,000,000 or any whole multiple of C$1,000,000 in excess thereof, (iii) the US

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Borrower shall not terminate or reduce the Canadian Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Canadian Total Outstandings would exceed the Canadian Commitment and (iv) if, after giving effect to any reduction of the Canadian Commitment, the Canadian L/C Sublimit exceeds the amount of the Canadian Commitment, the Canadian L/C Sublimit shall be automatically reduced by the amount of such excess. All fees accrued until the effective date of any termination of the Canadian Commitment shall be paid on the effective date of such termination. Upon any termination of the Aggregate Commitments, the Canadian Commitment shall automatically terminate.
2.08    Repayment of Loans.
(a)    The US Borrower shall repay to the US Lenders on the Maturity Date the aggregate principal amount of Committed Loans made to the US Borrower outstanding on such date.
(b)    Each Canadian Borrower shall repay to the Canadian Lender on the Maturity Date the aggregate principal amount of Canadian Loans made to such Canadian Borrower outstanding on such date.
(c)    The US Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Swing Line Loan is made and (ii) the Maturity Date.
2.09    Interest.
(a)    Subject to the provisions of subsection (c) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.
(b)    Subject to the provisions of subsection (c) below, (i) each CDOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Canadian Lender CDOR Rate for such Interest Period plus the Applicable Rate; and (ii) each Canadian Prime Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate plus the Applicable Rate.
(c)    (i)    If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(ii)    (A) If any amount (other than principal of any Loan) payable by the US Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required US Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws, and (B) if any amount (other than principal of any Canadian Loan) payable by the Canadian Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Canadian Lender, such amount

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shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iii)    (A) Upon the request of the Required US Lenders, while any Event of Default exists, the US Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws, and (B) upon the request of the Canadian Lender, while any Event of Default exists, the Canadian Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iv)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(d)    Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
(e)    For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.
2.10    Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03 and subsections (h) and (i) of Section 2.04:
(a)    Commitment Fee. The US Borrower shall pay to the Administrative Agent for the account of each US Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Third Restatement Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(b)    Canadian Fee. The Canadian Borrowers shall pay to the Canadian Lender a commitment fee in Canadian Dollars equal to the Applicable Rate times the actual daily amount by which the Canadian Commitment exceeds the sum of (i) the Outstanding Amount of Canadian Loans and (ii) the Outstanding Amount of Canadian L/C Obligations. The commitment fee shall accrue

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at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Third Restatement Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(c)    Other Fees.
(i)    The US Borrower shall pay to MLPFS and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(ii)    The US Borrower shall pay to the US Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2.11    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a)    Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. Except as provided in subsection (b) below with respect to Canadian Loans and the commitment fee in respect of the Canadian Commitment, all other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Committed Loan and Swing Line Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. Except as provided in subsection (b) below with respect to Canadian Loans and the commitment fee in respect of the Canadian Commitment, each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b)    Canadian Interest and Fees. All computations of interest for Canadian Prime Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for CDOR Rate Loans and commitment fees in respect of the Canadian Commitment shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Canadian Loan for the day on which the Canadian Loan is made, and shall not accrue on a Canadian Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Canadian Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(b), bear interest for one day. Each determination by the Canadian Lender of an interest rate with respect to Canadian Loans and commitment fees in respect of the Canadian Commitment shall be conclusive and binding for all purposes, absent manifest error.

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(c)    Retroactive Adjustments of Applicable Rate. If, as a result of any restatement of or other adjustment to the financial statements of the US Borrower or for any other reason, the US Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the US Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, (A) the US Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable US Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent and (B) each Canadian Borrower shall immediately and retroactively be obligated to pay to the Canadian Lender promptly on demand by the Canadian Lender (or, in each case, after the occurrence of an actual or deemed entry of an order for relief with respect to the US Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, the Canadian Lender, any US Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This subsection shall not limit the rights of the Administrative Agent, the Canadian Lender, any US Lender or any L/C Issuer, as the case may be, under Section 2.04(c)(iii), 2.04(h) or 2.09(c) or under Article VIII. The US Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments, the repayment of all other Obligations hereunder and the termination of this Agreement and each Canadian Borrower’s obligations under this paragraph shall survive the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.
2.12    Evidence of Debt.
(a)    The Credit Extensions (other than Canadian Borrowings) made by each US Lender shall be evidenced by one or more accounts or records maintained by such US Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each US Lender shall be conclusive absent manifest error of the amount of the Credit Extensions (other than Canadian Borrowings) made by the US Lenders to the US Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the US Borrower hereunder to pay any amount owing with respect to the US Obligations. In the event of any conflict between the accounts and records maintained by any US Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any US Lender to the US Borrower made through the Administrative Agent, the US Borrower shall execute and deliver to such US Lender (through the Administrative Agent) a Note, which shall evidence such US Lender’s Loans to the US Borrower in addition to such accounts or records. Each US Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
(b)    The Canadian Borrowings shall be evidenced by one or more accounts or records maintained by the Canadian Lender in the ordinary course of business. The accounts or records maintained by the Canadian Lender shall be conclusive absent manifest error of the amount of Canadian Borrowings made by the Canadian Lender to a Canadian Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Canadian Borrower hereunder to pay any amount owing with respect to the Canadian Obligations. Upon the request of the Canadian Lender to any Canadian Borrower, such Canadian Borrower shall execute and deliver to the Canadian Lender a Note, which shall evidence the Canadian Lender’s Loans to such Canadian Borrower in addition to such accounts or records. The Canadian Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

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(c)    In addition to the accounts and records referred to in subsections (a) and (b), each US Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such US Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any US Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
2.13    Payments Generally; Administrative Agent’s Clawback.
(a)    General. All payments to be made by the US Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the US Borrower hereunder shall be made to the Administrative Agent, for the account of the respective US Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the US Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective US Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the US Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the US Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each US Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such US Lender’s Lending Office. All payments received by the Administrative Agent (i) after 1:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the US Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b)    Canadian Borrowings. All payments to be made by a Canadian Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by a Canadian Borrower hereunder shall be made to the Canadian Lender, at the Canadian Lender’s Office in Canadian Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Without limiting the generality of the foregoing, the Canadian Lender may require that any payments due under this Agreement with respect to the Canadian Commitment be made in Canada. All payments received by the Canadian Lender after 1:00 p.m., shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by a Canadian Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(c)    Funding by Lenders; Presumption by Administrative Agent.
(i)    Unless the Administrative Agent shall have received notice from a US Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of

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any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such US Lender will not make available to the Administrative Agent such US Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such US Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such US Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the US Borrower a corresponding amount. In such event, if a US Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable US Lender and the US Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the US Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such US Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the US Borrower, the interest rate applicable to Base Rate Loans. If the US Borrower and such US Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the US Borrower the amount of such interest paid by the US Borrower for such period. If such US Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such US Lender’s Committed Loan included in such Committed Borrowing. Any payment by the US Borrower shall be without prejudice to any claim the US Borrower may have against a US Lender that shall have failed to make such payment to the Administrative Agent.
(ii)    Payments by US Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the US Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the US Lenders or an L/C Issuer hereunder that the US Borrower will not make such payment, the Administrative Agent may assume that the US Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the US Lenders or such L/C Issuer, as the case may be, the amount due. In such event, if the US Borrower has not in fact made such payment, then each of the US Lenders or such L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such US Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.
A notice of the Administrative Agent to any US Lender or the US Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.
(d)    Failure to Satisfy Conditions Precedent. If any US Lender makes available to the Administrative Agent funds for any Loan to be made by such US Lender to the US Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to the US Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such US Lender) to such US Lender, without interest.
(e)    Obligations of Lenders Several. The obligations of the US Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments

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pursuant to Section 10.04(c) are several and not joint. The failure of any US Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other US Lender of its corresponding obligation to do so on such date, and no US Lender shall be responsible for the failure of any other US Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c).
(f)    Funding Source. Nothing herein shall be deemed to obligate any US Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any US Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
2.14    Sharing of Payments by Lenders. If any US Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such US Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the US Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other US Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the US Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:
(a)    if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(b)    the provisions of this Section shall not be construed to apply to (x) any payment made by the US Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting US Lender), (y) the application of Cash Collateral provided for in Section 2.17, or (z) any payment obtained by a US Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the US Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
The US Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Laws, that any US Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the US Borrower rights of setoff and counterclaim with respect to such participation as fully as if such US Lender were a direct creditor of the US Borrower in the amount of such participation.
2.15    Canadian Borrowers.
(a)    The US Borrower may at any time, upon not less than 15 Business Days’ notice from the US Borrower to the Canadian Lender and the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary that is organized under the laws of Canada or any political subdivision of Canada (an “Applicant Borrower”) as a Canadian Borrower to receive Canadian Loans hereunder by delivering to the Canadian Lender and the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit K (a “Canadian Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming

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entitled to utilize the credit facilities provided for herein the Administrative Agent and the Canadian Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel, affirmation of guarantees and other documents or information, in form, content and scope reasonably satisfactory to the Canadian Lender and Administrative Agent, as may be required by the Canadian Lender or the Administrative Agent in their reasonable discretion consistent with the documentation delivered by the Canadian Borrowers pursuant to Section 4.01, and Notes signed by such new Canadian Borrower to the extent the Canadian Lender so requires. If the Canadian Lender and Administrative Agent agree that an Applicant Borrower shall be entitled to receive Canadian Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, affirmation of guarantees and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit L (a “Canadian Borrower Notice”) to the US Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Canadian Borrower for purposes hereof, whereupon the Canadian Lender agrees to permit such Canadian Borrower to receive Canadian Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower otherwise shall be a Canadian Borrower for all purposes of this Agreement.
(b)    Each Subsidiary of the US Borrower that is a “Canadian Borrower” or becomes a “Canadian Borrower” pursuant to this Section 2.15 hereby irrevocably appoints the US Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the US Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Canadian Borrower.
(c)    The US Borrower may from time to time, upon not less than 15 Business Days’ notice from the US Borrower to the Canadian Lender and Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Canadian Borrower’s status as such, provided that there are no outstanding Canadian Loans payable by such Canadian Borrower, or other amounts payable by such Canadian Borrower hereunder or on account of any Canadian Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Canadian Borrower’s status.
2.16    Increase in Commitments.
(a)    Increase in US Commitments.
(i)    Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the US Lenders), the US Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $100,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $50,000,000, and (ii) the US Borrower may make a maximum of two such requests. At the time of sending such notice, the US Borrower (in consultation with the Administrative Agent) shall specify the time period within which each US Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the US Lenders).
(ii)    Lender Elections to Increase. Each US Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its US Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase.

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Any US Lender not responding within such time period shall be deemed to have declined to increase its US Commitment.
(iii)    Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the US Borrower and each US Lender of the US Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuers and the Swing Line Lender (which approvals shall not be unreasonably withheld), the US Borrower may also invite additional Eligible Assignees to become US Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(iv)    Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the US Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the US Borrower and the US Lenders of the final allocation of such increase and the Increase Effective Date.
(v)    Conditions to Effectiveness of Increase. As a condition precedent to such increase, the US Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each US Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the US Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) 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 in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The US Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the US Commitments under this Section.
(b)    Increase in Canadian Commitment.
(i)    Request for Increase. Provided there exists no Default, upon notice to the Canadian Lender, the US Borrower may from time to time, request an increase in the Canadian Commitment; provided that any such request for an increase shall be in a minimum amount of C$5,000,000 or a whole multiple of C$1,000,000 in excess thereof.
(ii)    Lender Elections to Increase. The Canadian Lender shall notify the US Borrower within 30 days from the date of delivery of such request whether or not it agrees to increase the Canadian Commitment and, if so, whether by an amount equal to or less than the amount of such

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requested increase. In the event the Canadian Lender fails to respond within such time period, the Canadian Lender shall be deemed to have declined to increase the Canadian Commitment.
(iii)    Effective Date. If the Canadian Commitment is increased in accordance with this subsection, the Canadian Lender shall promptly notify the Administrative Agent and each US Lender of the amount of such increase and the date of its effectiveness.
(c)    Conflicting Provisions. This Section shall supersede any provisions in Sections 2.14 or 10.01 to the contrary.
2.17    Cash Collateral.
(a)    Certain Credit Support Events. If (i) any L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, or (iii) the US Borrower shall be required to provide Cash Collateral pursuant to Section 2.06 or Section 8.02(a)(iii), the US Borrower shall, in each case, immediately provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount. Upon the request of the Canadian Lender (x) if the Canadian Lender has honored any full or partial drawing request under any Canadian Letter of Credit and such drawing has resulted in a Canadian L/C Borrowing, (y) if, as of the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day), any Letter of Credit for any reason remains outstanding, or (z) the Canadian Borrowers shall be required to provide Cash Collateral pursuant to Section 8.02(a)(iii) or Section 8.02(b)(iii), the Canadian Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all Canadian L/C Obligations. At any time that there shall exist a Defaulting Lender, unless the obligations of such Defaulting Lender have been fully re-allocated to the non-Defaulting Lenders pursuant to Section 2.18(b), immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the US Borrower shall deliver to the Administrative Agent Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined after giving effect to Section 2.18(b) and any Cash Collateral provided by the Defaulting Lender).
(b)    Grant of Security Interest. The US Borrower, and to the extent provided by any US Lender, such US Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the US Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuers as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the US Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing deposit accounts at Bank of America. The US Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
(c)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 or Sections 2.04, 2.05, 2.06, 2.18 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C

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Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be otherwise provided for herein.
(d)    Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable US Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the good faith determination by the Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
2.18    Defaulting Lenders.
(a)    Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.
(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to an L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize an L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.17; fourth, as the US Borrower may request (so long as no Default exists), to the funding of any Committed Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the US Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Committed Loans under this Agreement and (y) Cash Collateralize an L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.17; sixth, to the payment of any amounts owing to the US Lenders, an L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any US Lender, an L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the US Borrower as a result of any judgment of a court of competent jurisdiction obtained by the US Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations

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under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Committed Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Committed Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Committed Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Committed Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Committed Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the US Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.18(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each US Lender irrevocably consents hereto.
(iii)    Certain Fees.
(A)    No Defaulting Lender shall be entitled to receive any fee payable under Section 2.10(a) for any period during which that US Lender is a Defaulting Lender (and the US Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B)    Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that US Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.17.
(C)    With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the US Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (b) below, (y) pay to the applicable L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(D)    Notwithstanding anything to the contrary contained in this Agreement, if the Canadian Lender becomes a Defaulting Lender then, until such time as it is no longer a Defaulting Lender, it shall not be entitled to receive any commitment fee pursuant to Section 2.10(b) for any period during which it is a Defaulting Lender (and no Canadian Borrower shall be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender. At any time that the Canadian Lender is a Defaulting Lender, the Canadian Lender shall be entitled to receive letter of credit fees for any period during which it is a Defaulting Lender only to the extent allocable to the stated amount of Canadian Letters of Credit for which it has provided Cash Collateral.

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(b)    Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the Commitment of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 10.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that US Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(c)    Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (b) above cannot, or can only partially, be effected, the US Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the applicable L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.17.
(d)    Defaulting Lender Cure. If the US Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing that a US Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Committed Loans of the other US Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the US Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.18(b)), whereupon such US Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the US Borrower while that US Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to US Lender will constitute a waiver or release of any claim of any party hereunder arising from that US Lender’s having been a Defaulting Lender.
ARTICLE III.    
 

TAXES, YIELD PROTECTION AND ILLEGALITY
3.01    Taxes.
(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i)    Any and all payments by or on account of any obligation of any Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require an applicable withholding payer or withholding agent, as the case may be, to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such withholding payer or withholding agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

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(ii)    If the US Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding Taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the US Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(iii)    If the US Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such withholding agent shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the US Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(iv)    If a Canadian Borrower shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) such Canadian Borrower, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Canadian Borrower, to the extent required by such Laws, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by such Canadian Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Canadian Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b)    Payment of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.
(c)    Tax Indemnifications.
(i)    Without limiting the provisions of subsection (a) or (b) above, the US Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or

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legally imposed or asserted by the relevant Governmental Authority. The US Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a US Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the US Borrower by a US Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a US Lender or an L/C Issuer, shall be conclusive absent manifest error.
(ii)    Without limiting the provisions of subsection (a) or (b) above, each Canadian Borrower shall, and does hereby, indemnify the Canadian Lender, and shall make payment in respect thereof within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by such Canadian Borrower or the Canadian Lender or paid by the Canadian Lender, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the US Borrower by the Canadian Lender shall be conclusive absent manifest error.
(iii)    Without limiting the provisions of subsection (a) or (b) above, each US Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such US Lender or such L/C Issuer (but only to the extent that the US Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the US Borrower to do so), (y) the Administrative Agent and the US Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(e) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the US Borrower, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuers, in each case, that are payable or paid by the Administrative Agent or the US Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any US Lender by the Administrative Agent shall be conclusive absent manifest error. Each US Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such US Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (iii). The agreements in this clause (iii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a US Lender or an L/C Issuer, the termination of the Aggregate Commitments, the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.
(d)    Evidence of Payments.
(i)    Upon request by the US Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the US Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the US Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the US Borrower, as the case may be, the original or a

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certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the US Borrower or the Administrative Agent, as the case may be.
(ii)    Upon request by a Canadian Borrower through the US Borrower or the Canadian Lender, as the case may be, after any payment of Taxes by a Canadian Borrower or by the Canadian Lender to a Governmental Authority as provided in this Section 3.01, the US Borrower shall deliver to the Canadian Lender or the Canadian Lender shall deliver to the US Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the US Borrower or the Canadian Lender, as the case may be.
(e)    Status of Lenders; Tax Documentation.
(i)    Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the US Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the US Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the US Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the US Borrower or the Administrative Agent as will enable the US Borrower or the Administrative Agent to determine (A) whether or not payments made by a Borrower hereunder or under any other Loan Document to such Lender is subject to Taxes, (B) if applicable, the required rate of withholding or deduction, (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the applicable Borrower hereunder or under any other Loan Document to such Lender or otherwise to establish such Lender’s status for withholding Tax purposes in the applicable jurisdictions, or (D) whether or not such Lender is subject to information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(C) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)    Without limiting the generality of the foregoing, if the US Borrower is a US Person,
(A)    any US Lender that is a US Person shall deliver to the US Borrower and the Administrative Agent executed copies of IRS Form W-9 to determine whether or not such US Lender is subject to backup withholding or information reporting requirements; and
(B)    each Foreign Lender that, with respect to the US Borrower, is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the US Borrower and the Administrative Agent (in such number of copies as shall be requested

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by the recipient) on or prior to the date on which such Foreign Lender becomes a US Lender under this Agreement (and from time to time thereafter upon the request of the US Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
1.    executed copies of IRS Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income Tax treaty to which the United States is a party,
2.    executed copies of IRS Form W-8ECI,
3.    executed copies of IRS Form W-8IMY and all required supporting documentation, or
4.    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the US Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed copies of IRS Form W-8BEN or W-8BEN-E,
(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the US Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a US Lender under this Agreement (and from time to time thereafter upon the reasonable request of the US Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding Tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the US Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the US Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the US Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the US Borrower or the Administrative Agent as may be necessary for the US Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Third Restatement Date.
(iii)    Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the US Borrower and the Administrative Agent in writing of its legal inability to do so.

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(iv)    The US Borrower shall promptly deliver to the Administrative Agent or any US Lender, as the Administrative Agent or such US Lender shall reasonably request, on or prior to the Third Restatement Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the US Borrower, as are required to be furnished to such US Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any US Lender of Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.
(f)    Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or such L/C Issuer, as the case may be. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses and net of any loss or gain realized in the conversion of such funds from or to another currency incurred by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Borrower, upon the request of the Administrative Agent, such Lender or such L/C Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such L/C Issuer in the event the Administrative Agent, such Lender or such L/C Issuer is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to a Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any L/C Issuer to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Borrower or any other Person.
3.02    Illegality.
(a)    Eurocurrency Rate Loans. If any US Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such US Lender or its applicable Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such US Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such US Lender to the US Borrower through the Administrative Agent, (i) any obligation of such US Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such US Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such US Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the

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Base Rate, in each case until such US Lender notifies the Administrative Agent and the US Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the US Borrower shall, upon demand from such US Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such US Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such US Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such US Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such US Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such US Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such US Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such US Lender that it is no longer illegal for such US Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the US Borrower shall also pay accrued interest on the amount so prepaid or converted.
(b)    CDOR Rate Loans. If the Canadian Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Canadian Lender or its applicable Lending Office to make, maintain or fund CDOR Rate Loans, or to determine or charge interest rates based upon the Canadian Lender CDOR Rate, or any Governmental Authority has imposed material restrictions on the authority of the Canadian Lender to purchase or sell, or to take deposits of, Canadian Dollars in the Canadian commercial banking market, then, on notice thereof by the Canadian Lender to the US Borrower, any obligation of the Canadian Lender to make or continue CDOR Rate Loans, to convert Canadian Prime Rate Loans to CDOR Rate Loans, shall be suspended until the Canadian Lender notifies the US Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, each Canadian Borrower shall, upon demand from the Canadian Lender (with a copy to the US Borrower), prepay or, if applicable, convert all such CDOR Rate Loans to Canadian Prime Rate Loans, either on the last day of the Interest Period therefor, if the Canadian Lender may lawfully continue to maintain such CDOR Rate Loans to such day, or immediately, if the Canadian Lender may not lawfully continue to maintain such CDOR Rate Loans. Upon any such prepayment or conversion, the applicable Canadian Borrower shall also pay accrued interest on the amount so prepaid or converted.
3.03    Inability to Determine Rates.
(a)    Eurocurrency Rate Loans. If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (B) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required US Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such US Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the US Borrower and each US Lender. Thereafter, (x) the obligation of the US Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate

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component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required US Lenders) revokes such notice. Upon receipt of such notice, the US Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.
(b)    CDOR Rate Loans. If the Canadian Lender determines that for any reason in connection with any request for a CDOR Rate Loan or a conversion to or continuation thereof that (i) Canadian Dollar deposits are not being offered to banks in the Canadian commercial banking market for the applicable amount and Interest Period of such CDOR Rate Loan, (ii) adequate and reasonable means do not exist for determining the Canadian Lender CDOR Rate for any requested Interest Period with respect to a proposed CDOR Rate Loan, or (iii) the Canadian Lender CDOR Rate for any requested Interest Period with respect to a proposed CDOR Rate Loan does not adequately and fairly reflect the cost to the Canadian Lender of funding such CDOR Rate Loan, the Canadian Lender will promptly so notify the US Borrower. Thereafter, the obligation of the Canadian Lender to make or maintain CDOR Rate Loans shall be suspended until the Canadian Lender revokes such notice. Upon receipt of such notice, the US Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of CDOR Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate Loans in the amount specified therein.
(c)    Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the US Borrower and the affected US Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the Required US Lenders notify the US Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any US Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such US Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such US Lender to do any of the foregoing and provides the Administrative Agent and the US Borrower written notice thereof.
3.04    Increased Costs; Reserves on Eurocurrency Rate Loans.
(a)    Increased Costs Generally. If any Change in Law shall:
(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement contemplated by Section 3.04(e) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth in Section 3.04(e)) or any L/C Issuer;
(ii)    subject any Recipient to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan or CDOR Rate Loan made by it, or change the basis of taxation of payments to such Lender

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or such L/C Issuer in respect thereof (except for Indemnified Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such L/C Issuer);
(iii)    result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any US Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans;
(iv)    impose on any US Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein which such Lender or L/C Issuer in good faith deems material; or
(v)    impose on the Canadian Lender or the Canadian commercial banking market any other condition, cost or expense affecting this Agreement, any CDOR Rate Loan or any Canadian Letter of Credit which the Canadian Lender in good faith deems material;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate or the Canadian Lender CDOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to increase the cost to the Canadian Lender of issuing or maintaining any Canadian Letter of Credit (or of maintaining its obligation to issue any Canadian Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the US Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
(b)    Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), then from time to time the US Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.
(c)    Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, describing the basis therefor and showing the calculation thereof in reasonable detail, and delivered to the US Borrower shall be conclusive absent manifest error. The US Borrower or the applicable Canadian Borrower, as the case may be, shall pay such

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Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)    Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the US Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e)    Additional Reserve Requirements. The US Borrower shall pay to each US Lender, (i) as long as such US Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such US Lender (as determined by such US Lender in good faith, which determination shall be conclusive), and (ii) as long as such US Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such US Lender (as determined by such US Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the US Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such US Lender. If a US Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 15 days from receipt of such notice.
(f)    Requirements Specific to a Lender or L/C Issuer. Notwithstanding any provision in subsections (a) and (b) of this Section 3.04 to the contrary, this Section shall not impose any payment obligation upon any Borrower if the increase in the cost to or the reduction in the amount of any sum received or receivable by the Lender or the applicable L/C Issuer making a claim for compensation under subsections (a) and (b) of this Section 3.04 resulted not from the general application of an introduction of or a change in or in the interpretation of a Law, but instead resulted from specific requirements or directives imposed by a Governmental Authority only upon the Lender or the applicable L/C Issuer making a claim for compensation under subsections (a) and (b) of this Section 3.04.
3.05    Compensation for Losses.
(a)    US Lenders. Upon demand of any US Lender (with a copy to the Administrative Agent) from time to time, the US Borrower shall promptly compensate such US Lender for and hold such US Lender harmless from any loss, cost or expense incurred by it as a result of:
(i)    any continuation, conversion, payment or prepayment of any Committed Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

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(ii)    any failure by the US Borrower (for a reason other than the failure of such US Lender to make a Loan) to prepay, borrow, continue or convert any Committed Loan other than a Base Rate Loan on the date or in the amount notified by the US Borrower;
(iii)    any failure by the US Borrower to make payment of any Committed Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or
(iv)    any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the US Borrower pursuant to Section 10.13;
including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The US Borrower shall also pay any customary administrative fees charged by such US Lender in connection with the foregoing.
For purposes of calculating amounts payable by the US Borrower to the US Lenders under this subsection (a), each US Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.
(b)    Canadian Lender. Upon demand of the Canadian Lender from time to time, the Canadian Borrowers shall promptly compensate the Canadian Lender for and hold the Canadian Lender harmless from any loss, cost or expense incurred by it as a result of:
(i)    any continuation, conversion, payment or prepayment of any Canadian Loan other than a Canadian Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(ii)    any failure by a Canadian Borrower (for a reason other than the failure of the Canadian Lender to make a Loan) to prepay, borrow, continue or convert any Canadian Loan other than a Canadian Prime Rate Loan on the date or in the amount notified by the US Borrower; or
(iii)    any assignment of a CDOR Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the US Borrower pursuant to Section 10.13;
including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained. The Canadian Borrowers shall also pay any customary administrative fees charged by the Canadian Lender in connection with the foregoing.
(c)    Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender, as specified in subsection (a) or (b) of this Section, describing the basis therefor and showing the calculation thereof in reasonable detail, and delivered to the applicable Borrower shall be conclusive absent manifest error.
3.06    Mitigation Obligations; Replacement of Lenders.

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(a)    Designation of a Different Lending Office. Each Lender may make any Credit Extension to the any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of any Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires any Borrower to pay any additional amounts to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the applicable Borrower such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or such L/C Issuer, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The US Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.
(b)    Replacement of Lenders. If any Lender requests compensation under Section 3.04, if a Borrower is required to pay any additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is subject to illegality under Section 3.02, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the US Borrower may replace such Lender in accordance with Section 10.13.
3.07    Survival. All of each Borrower’s obligations under this Article III shall survive the termination of the Aggregate Commitments, the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.
ARTICLE IV.    
 

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01    Conditions of Initial Credit Extension. The obligation of each Lender and each L/C Issuer to enter into this Agreement and to make its initial Credit Extension on or after the Third Restatement Date hereunder is subject to the satisfaction of the following conditions precedent:
(a)    The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Third Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Third Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i)    executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the US Borrower;

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(ii)    executed counterparts of the US Guaranty and the Contribution Agreement, sufficient in number for distribution to the Administrative Agent, each US Lender and the US Borrower;
(iii)    executed counterparts of the Canadian Guaranties, sufficient in number for distribution to the Administrative Agent, the Canadian Lender and the US Borrower;
(iv)    executed counterparts of the Loss Sharing Agreement, sufficient in number for distribution to the Administrative Agent and the US Borrower;
(v)    executed counterparts of each Canadian Security Agreement, sufficient in number for distribution to the Administrative Agent, the Canadian Lender and the US Borrower;
(vi)    executed counterparts of the Security Agreement, sufficient in number for distribution to the Administrative Agent and the US Borrower;
(vii)    Notes executed by the applicable Borrower in favor of each Lender requesting Notes;
(viii)    such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(ix)    such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower and each other Loan Party is duly organized or formed and is validly existing, in good standing in the jurisdiction of its incorporation or organization;
(x)    a favorable opinion of (A) counsel to the US Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the US Loan Parties and the Loan Documents as the Required Lenders may reasonably request and (B) counsel to the Canadian Loan Parties, addressed to the Administrative Agent and the Canadian Lender, as to such matters concerning the Canadian Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(xi)    (A)(1) searches of UCC and PPSA filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the UCC financing statements or PPSA financing statements on file in such jurisdictions and (2) tax lien, judgment and bankruptcy searches; and (B) completed UCC financing statements and PPSA financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(xii)    certificates of insurance, including additional insured, lenders loss payable and notice of cancellation endorsements, evidencing liability and property and including business interruption insurance meeting the requirements set forth herein or in the Collateral

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Documents (and, if requested by the Administrative Agent, copies of insurance policies or declaration pages shall be provided);
(xiii)    a certificate of a Responsible Officer of the US Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against such Loan Parties of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(xiv)    a certificate signed by a Responsible Officer of the US Borrower certifying (A) that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied, (B) that there has been no event or circumstance since August 31, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the US Borrower most recently ended prior to the Third Restatement Date; and (D) except as specifically disclosed on Schedule 5.06, to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the US Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect;
(xv)    evidence that all of the existing Indebtedness for borrowed money of the US Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to this Agreement) shall be repaid in full on or prior to the Third Restatement Date; and
(xvi)    such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require.
(b)    The US Borrower shall have (or concurrently with the initial Credit Extensions hereunder will have) (i) paid all accrued and unpaid interest on the outstanding Loans through the Third Restatement Date, (ii) prepaid any Loans to the extent necessary to keep the outstanding Loans ratable with the revised Commitments as of the Third Restatement Date, and (iii) paid all accrued commitment fees owing to the Lenders under Sections 2.10(a) and (b) of the Existing Credit Agreement through the Third Restatement Date.
(c)    Any fees required to be paid on or before the Third Restatement Date shall have been paid.
(d)    Completion by the Lenders of a due diligence investigation of the US Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders, including, without limitation, OFAC, Foreign Corrupt Practices Act and “know your customer” due diligence and receipt by the Administrative Agent and the Lenders of documentation and other information requested by the Administrative Agent and the Lenders in order to comply with applicable law, including without limitation, the Patriot Act.
(e)    Unless waived by the Administrative Agent, the US Borrower shall have paid all Attorney Costs of the Administrative Agent and the Canadian Lender (directly to such counsel if requested by the Administrative Agent or the Canadian Lender, as the case may be) to the extent invoiced prior to or on the Third Restatement Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through

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the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the US Borrower and the Administrative Agent or the Canadian Lender, as the case may be).
Without limiting the generality of the provisions of the last paragraph of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Third Restatement Date specifying its objection thereto.
4.02    Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans and other than a Canadian Loan Notice requesting only a conversion of Canadian Loans to the other Type, or a continuation of CDOR Rate Loans) is subject to the following conditions precedent:
(a)    The representations and warranties of (i) the US Borrower contained in Article V and (ii) each Loan Party contained in each other Loan Document or, in each case, in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b)    No Default shall exist, or would result from such proposed Credit Extension or the application of the proceeds thereof.
(c)    With respect to a Borrowing, conversion or continuation of Committed Loans, an L/C Credit Extension or a Swing Line Loan, the Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d)    With respect to a Borrowing, conversion or continuation of Canadian Loans, or the issuance, amendment or extension of a Canadian Letter of Credit, the Canadian Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(e)    In the case of a Credit Extension (other than a Canadian Borrowing or Canadian Letter of Credit) to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required US Lenders (in the case of any Committed Loans to be denominated in an Alternative Currency) or the L/C Issuers (in the case of any Letter of Credit to be denominated in an Alternative Currency)

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would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.
(f)    In the case of any Request for Credit Extension of a Eurocurrency Rate Loan to be denominated in an Alternative Currency, each US Lender shall have consented to the making of such Eurocurrency Rate Loan in such Alternative Currency (it being understood and agreed that (x) to the extent any US Lender shall refuse to lend in such Alternative Currency, such Credit Extension shall not be made, and (y) any failure by a US Lender to respond to the Administrative Agent’s request made pursuant to Section 2.02(a) with respect to such Eurocurrency Rate Loan to be denominated in such Alternative Currency within the time period required by Section 2.02(a) shall be deemed to be a refusal by such US Lender to permit such Eurocurrency Rate Loan to be made in such requested Alternative Currency).
Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans and other than a Canadian Loan Notice requesting only a conversion of Canadian Loans to the other Type, or a continuation of CDOR Rate Loans) submitted by the US Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and 4.02(b) (and, with respect to any Request for Credit Extension requesting a Borrowing of Eurocurrency Rate Loans in an Alternative Currency, Section 4.02(f)) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE V.    
 

REPRESENTATIONS AND WARRANTIES
The US Borrower represents and warrants to the Administrative Agent and the Lenders that:
5.01    Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.02    Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except in each case referred to in clause (b) or (c) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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5.03    Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority and no material approval, consent, exemption, authorization or other action by, or notice to, or filing with, any other Person, in each case, is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained and (ii) filings to perfect the Liens created by the Collateral Documents (subject to the perfection exceptions set forth in the Collateral Documents).
5.04    Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally.
5.05    Financial Statements; No Material Adverse Effect.
(a)    The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the US Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the US Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b)    The unaudited condensed consolidated balance sheet of the US Borrower and its Subsidiaries dated November 30, 2015, and the related condensed consolidated statements of income or operations, shareholders’ equity and cash flows for the three-month period ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the US Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of certain footnotes and to normal year-end audit adjustments, and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the US Borrower and its consolidated Subsidiaries as of the date of such financial statements, not otherwise reflected in the most recent statements furnished pursuant to Section 6.01(a), including liabilities for taxes, material commitments and Indebtedness.
(c)    Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (other than the matters specifically disclosed in Schedules 5.06, 5.09 and 5.12).
5.06    Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the US Borrower after due and diligent investigation, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the US Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan

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Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed on Schedule 5.06, either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.
5.07    No Default. Neither the US Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
5.08    Ownership of Property; Liens. Each of the US Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title or leasehold interests as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the US Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.
5.09    Environmental Compliance. The US Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the US Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, all violations of, or non-conformity with, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.10    Insurance. The properties of the US Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the US Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the US Borrower or the applicable Subsidiary operates.
5.11    Taxes. The US Borrower and its Subsidiaries have filed all Federal, state and other material Tax returns and reports required to be filed, and have paid all Federal, state and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed Tax assessment against the US Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any Tax sharing agreement. The filing and recording of any and all documents required to perfect the security interests granted to the Administrative Agent (for the ratable benefit of the holders of the Obligations) will not result in any documentary, stamp or other taxes.
5.12    ERISA Compliance. Except as specifically disclosed on Schedule 5.12 and, other than with respect to clause (d) below, except for matters that would not reasonably be expected to result in a Material Adverse Effect:
(a)    Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Federal or state laws. Each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received (or, within the time permitted by law has applied or will apply for) a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code. To

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the best knowledge of the US Borrower, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.
(b)    There are no pending or, to the best knowledge of the US Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. There has been no non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975(c) of the Code) or violation of the fiduciary responsibility rules with respect to any Plan.
(c)    (i) No ERISA Event has occurred; (ii) neither the US Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (iii) the US Borrower and each ERISA Affiliate is in compliance with the Pension Funding Rules applicable to it in respect of each Pension Plan and Multiemployer Plan, and no application has been filed by the US Borrower or any ERISA Affiliate for a waiver of the minimum funding standards under the Pension Funding Rules; (iv) as of the most recent valuation date for any Pension Plan, its “funding target attainment percentage” (as defined in Section 430(d)(2) of the Code) is 60% or higher; (v) neither the US Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; and (vi) neither the US Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA.
(d)    Schedule 5.12 contains a list of each active or terminated Pension Plan or Multiemployer Plan which either the US Borrower or any ERISA Affiliate maintains, contributes to, or has any outstanding liability in respect of, as of the Third Restatement Date.
5.13    Subsidiaries; Equity Interests. As of the Third Restatement Date and as of the end of any fiscal quarter of the US Borrower for which the US Borrower has delivered financial statements pursuant to Section 6.01(a) or 6.01(b) (a) the US Borrower has no Material Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 or disclosed to the Administrative Agent pursuant to Section 6.12(a), (b) all of the outstanding Equity Interests in such Material Subsidiaries have been validly issued, are fully paid and nonassessable and (c) the Equity Interests in such Material Subsidiaries and the amounts thereof owned by a Loan Party are specified on Part (a) of Schedule 5.13 or have been disclosed to the Administrative Agent pursuant to Section 6.12(a), in each case free and clear of all Liens. The US Borrower has no equity investments in any other corporation or entity in excess of $5,000,000 other than those specifically disclosed in Part (b) of Schedule 5.13 or, if made after the Third Restatement Date, permitted by Section 7.02.
5.14    Margin Regulations; Investment Company Act.
(a)    The US Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit and each Canadian Letter of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the US Borrower only or of the US Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the US Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(f) will be margin stock.

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(b)    None of the US Borrower, any Person Controlling the US Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.15    Solvency. The US Borrower and each other Loan Party is Solvent and each shall be Solvent immediately after the consummation of the transactions contemplated by this Agreement.
5.16    Disclosure. No report, financial statement, certificate or other written information (other than projected financial information) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, taken as a whole and as modified or supplemented by other information so furnished, including information available to the Lenders on the US Borrower’s website for which the Lenders have received electronic notice) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading as of the date made or delivered; provided that, (i) with respect to projected financial information, the US Borrower represents only that such projected financial information was prepared in good faith based upon assumptions believed to be reasonable at the time prepared, and (ii) no representation or warranty is made with respect to information of a general economic or industry specific nature.
5.17    Compliance with Laws. Except as set forth on Schedules 5.09 and 5.12, each of the US Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
5.18    Loan Party Information; Changes in Legal Name; Changes in Jurisdiction of Organization; Mergers. Set forth on Schedule 5.18(a) is the jurisdiction of organization, chief executive office, exact legal name, U.S. tax payer identification number and organizational identification number (or, with respect to any Canadian Loan Party, such Person’s unique identification number) of each Loan Party as of the Third Restatement Date. Except as set forth on Schedule 5.18(b), no Loan Party has during the five years preceding the Third Restatement Date (a) changed its legal name, (b) changed its state of organization or (c) been party to a merger, consolidation or other change in structure.
5.19    Intellectual Property; Licenses, Etc. The US Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except where the failure to own or possess the right to use such IP Rights could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the US Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the US Borrower or any Subsidiary infringes upon any rights held by any other Person, except for any infringement that could not reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5.19, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the US Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.20    Perfection of Security Interests in the Collateral. The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests

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and Liens are currently perfected security interests and Liens (subject to the perfection exceptions set forth in the Collateral Documents), prior to all other Liens other than Liens permitted pursuant to Section 7.01.
5.21    OFAC. Neither the US Borrower, nor any of its Subsidiaries, nor, to the knowledge of the US Borrower and its Subsidiaries, any director, officer, or employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, or HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or (iii) located, organized, operating in or resident in a Designated Jurisdiction.
5.22    Anti-Corruption Laws. The US Borrower and its Subsidiaries have conducted their businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption and applicable Sanctions legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
5.23    EEA Financial Institution. No Loan Party is an EEA Financial Institution.
ARTICLE VI.    
 

AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit or Canadian Letter of Credit shall remain outstanding, the US Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Material Subsidiary (or, in the case of the covenant set forth in Section 6.15, each Subsidiary) to:
6.01    Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:
(a)    as soon as available, but in any event within 100 days after the end of each fiscal year of the US Borrower, a consolidated balance sheet of the US Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and
(b)    as soon as available, but in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the US Borrower, a condensed consolidated balance sheet of the US Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related condensed consolidated statements of income or operations and cash flows for such fiscal quarter

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and for the portion of the US Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the US Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the US Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of certain footnotes.
As to any information contained in materials furnished pursuant to Section 6.02(c), the US Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the US Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.
6.02    Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:
(a)    concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the US Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);
(b)    promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the US Borrower by independent accountants in connection with the accounts or books of the US Borrower or any Subsidiary, or any audit of any of them;
(c)    promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the US Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the US Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(d)    promptly after the furnishing thereof, copies of any notices given to the holder or holders (or a trustee or agent on behalf of such holder or holders) of any debt securities of any Loan Party or any Subsidiary of the occurrence of any event, the effect of which is to cause, or to permit the holder or holders of such debt securities (or a trustee or agent on behalf of such holder or holders) to cause, such debt securities to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), which notice is not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;
(e)    to the extent permitted by law, promptly, and in any event within ten Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; and
(f)    promptly, such additional information regarding the business, financial or corporate affairs of the US Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

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Documents required to be delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the US Borrower posts such documents, or provides a link thereto on the US Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the US Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the US Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the US Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the US Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the US Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The US Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the US Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially or another similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the US Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The US Borrower hereby agrees that so long as the US Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the US Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the US Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the US Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”
6.03    Notices. Promptly notify the Administrative Agent and each Lender:
(a)    of the occurrence of any Default, provided, however, that the US Borrower shall not be required to provide notice of any Default that is reasonably susceptible to cure by the US Borrower and is cured by the US Borrower within 15 days after the occurrence of such Default;
(b)    of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the US Borrower or any Subsidiary; (ii) any dispute, litigation, investigation,

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proceeding or suspension between the US Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the US Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;
(c)    of the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in liability in excess of the Threshold Amount; and
(d)    of any material change in accounting policies or financial reporting practices by the US Borrower or any Subsidiary, including any determination by the US Borrower referred to in Section 2.11(c).
Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the US Borrower setting forth details of the occurrence referred to therein and stating what action the US Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
6.04    Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the US Borrower or such Subsidiary and (b) all lawful claims which, if unpaid, would by law become a Lien upon a material portion of its property.
6.05    Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
6.06    Maintenance of Properties. Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
6.07    Maintenance of Insurance.
(a)    Maintain with financially sound and reputable insurance companies not Affiliates of the US Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons, except where failure to do so could not reasonably be expected to have a Material Adverse Effect.
(b)    Cause the Administrative Agent and its successors and assigns to be named as lenders’ loss payable or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and cause each provider of any such

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insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty days (or such lesser amount as the Administrative Agent may agree) prior written notice before any such policy or policies shall be altered or canceled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by the Administrative Agent, including, but not limited to: (i) evidence of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (ii) lenders’ loss payable, notice of cancellation and additional insured endorsements, as applicable, and (iii) upon request by the Administrative Agent, copies of insurance policies or declaration pages.
6.08    Compliance with Laws. Except as set forth on Schedule 5.09 and Schedule 5.12, comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
6.09    Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the US Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the US Borrower or such Subsidiary, as the case may be.
6.10    Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the US Borrower.
6.11    Use of Proceeds. Use the proceeds of the Credit Extensions for working capital and other general corporate purposes, including Permitted Acquisitions, capital expenditures and the refinancing of existing Indebtedness, in each case, not in contravention of any Law or of any Loan Document.
6.12    Additional Guarantors.
(a)    Delivery of Notices. Deliver to the Administrative Agent concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a certificate of a Responsible Officer setting forth the following, if and as applicable: (i) if as of the date of such financial statements there existed a Domestic Subsidiary that was a Material Subsidiary not a party to the US Guaranty (each, a “Non-Party Material Subsidiary”), a notice disclosing the identity of each such Non-Party Material Subsidiary and the Equity Interests and the amounts thereof owned by a Loan Party in each such Non-Party Material Subsidiary; and (ii) if as of the date of such financial statements there existed Domestic Subsidiaries not a party to the US Guaranty (each, a “Non-Party Domestic Subsidiary”) that had in the aggregate (E) Total Revenues equal to or greater than 25% of the Total Revenues of the US Borrower and its Subsidiaries on a consolidated basis for the period of the four prior fiscal quarters ending on the date of such financial statements and/or (F) Total

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Assets equal to or greater than 25% of the Total Assets of the US Borrower and its Subsidiaries on a consolidated basis as of the date of such financial statements, a notice designating one or more of such Non-Party Domestic Subsidiaries (each, a “Designated Non-Party Subsidiary”) which, if such Designated Non-Party Subsidiaries were a party to the US Guaranty would cause the remaining Non-Party Domestic Subsidiaries to have in the aggregate Total Revenues and Total Assets in amounts less than the foregoing maximum percentages. For purposes of this subsection (a) the aggregate Total Revenues and the aggregate Total Assets of the Non-Party Domestic Subsidiaries shall not include the Total Revenues or Total Assets of any Non-Party Domestic Subsidiaries that are direct subsidiaries of other Non-Party Domestic Subsidiaries.
(b)    Delivery of Documents. Not later than 30 days after the delivery of each certificate of a Responsible Officer required to be furnished to the Administrative Agent pursuant to clause (a) of this Section 6.12, cause (i) each Non-Party Material Subsidiary that is a wholly-owned Subsidiary of the US Borrower (other than any CFC Holdco) and/or any of its Domestic Subsidiaries (other than a CFC Holdco) and each Designated Non-Party Subsidiary identified in such certificate to (A) execute and deliver to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) execute and deliver to the Administrative Agent a supplement to the US Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (C) execute and deliver to the US Borrower, each other US Guarantor and the Administrative Agent a supplement to the Contribution Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) each CFC Holdco that is a Non-Party Material Subsidiary that is a wholly-owned Subsidiary of the US Borrower to (A) execute and deliver a Canadian Guarantee or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) execute and deliver to the Administrative Agent a supplement to the Contribution Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (C) execute a deliver a Canadian Security Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and, in each case, to deliver to the Administrative Agent and the Canadian Lender documents of the types referred to in clauses (viii) and (ix) of Section 4.01(a) and favorable opinions of in-house counsel to such Non-Party Material Subsidiary and such Designated Non-Party Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i), (ii) and (iii) above), all in form, content and scope reasonably satisfactory to the Administrative Agent.
(c)    New Canadian Borrowers. Not later than 30 days after the date on which any Person becomes a Canadian Borrower pursuant to Section 2.15, cause such Canadian Borrower to (i) execute and deliver a Canadian Guarantee or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) execute and deliver to the Administrative Agent a supplement to the Contribution Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (iii) execute a deliver a Canadian Security Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (iv) deliver to the Administrative Agent and the Canadian Lender documents of the types referred to in clauses (viii) and (ix) of Section 4.01(a) and favorable opinions of counsel to such Canadian Borrower (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i), (ii) and (iii) above), all in form, content and scope reasonably satisfactory to the Administrative Agent.
6.13    Pledged Assets. Cause the Collateral of each Loan Party to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the Collateral Documents (subject to Liens permitted pursuant to Section 7.01 and the perfection exceptions set forth in the Collateral Documents) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, and favorable opinions of counsel to such Person,

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all in form reasonably satisfactory to the Administrative Agent; provided, that, notwithstanding anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this section shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, if, and for so long as and to the extent that the Administrative Agent and the US Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (b) Liens required to be granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Third Restatement Date, (c) no perfection actions shall be required with respect to motor vehicles, other assets categorized as “serial numbered goods” under the British Columbia Personal Property Security Regulation (at present, manufactured homes, boats, outboard motors, trailers and aircraft) and other assets subject to certificates of title, and (d) in no event shall notices be required to be sent to contractual third parties unless and until an Event of Default has occurred and is continuing. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by any Loan Party where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. For the avoidance of doubt, no perfection actions shall be required other than the filing of UCC financing statements or PPSA financing statements.
6.14    Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments (including promptly completing any registration or stamping of documents as may be applicable) as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the holders of the Obligations the rights granted or now or hereafter intended to be granted to the holders of the Obligations under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so, in each case, subject to the perfection exceptions set forth in the Collateral Documents.
6.15    Anti-Corruption Laws. Conduct its businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption and applicable Sanctions legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws.
6.16    Post-Closing Covenant. On or prior to the date that is ninety (90) days after the Third Restatement Date (or such longer period of time as is agreed to by the Administrative Agent in its sole discretion), deliver to the Administrative Agent a list of the property address, city, state and zip code for all real property located in the United States or Canada that is owned or leased by any Loan Party as of the Third Restatement Date, certified by a Responsible Officer of the US Borrower to be true and correct; provided, that (i) with respect to owned real property, such list shall only include owned real property with a net book value in excess of $1,000,000, and (ii) with respect to leased real property, such list shall only

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include leased real property with annual lease payments (with respect to each such individual leased real property) in excess of $250,000 per year.
ARTICLE VII.    
 

NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit or Canadian Letter of Credit shall remain outstanding, the US Borrower shall not, nor shall it permit any Material Subsidiary (or, in the case of the covenants set forth in Sections 7.12 and 7.13, any Subsidiary) to, directly or indirectly:
7.01    Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a)    Liens pursuant to any Loan Document;
(b)    Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c)    Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e)    pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f)    deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g)    easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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(h)    Liens securing judgments or judicial orders for the payment of money (or otherwise) not constituting an Event of Default under Section 8.01(i);
(i)    Liens on cash equivalents and short-term marketable securities securing obligations permitted under Section 7.03(d) existing or arising under Swap Contracts; provided that such Liens do not at any time encumber property with a fair market value in excess of 105% of the Swap Termination Value of such Swap Contracts;
(j)    Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iii) the aggregate principal amount of all such Liens incurred in reliance on this Section 7.01(j) plus the aggregate principal amount of all Liens incurred in reliance on Section 7.01(s) shall not exceed $50,000,000 at any one time outstanding;
(k)    Liens on property of the US Borrower or any of its Subsidiaries, as a tenant under a lease or sublease entered into in the ordinary course of business by such Person, in favor of the landlord under such lease or sublease, securing the tenant’s performance under such lease or sublease, as such Liens are provided to the landlord under applicable law and not waived by the landlord;
(l)    leases, subleases, licenses and rights-of-use granted to others incurred in the ordinary course of business and that do not materially and adversely affect the use of the property encumbered thereby for its intended purpose;
(m)    Liens in favor of a banking institution arising by operation of law or any contract encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course of business and which are within the general parameters customary in the banking industry;
(n)    Liens incurred in favor of insurance companies (or their affiliates) in connection with the financing of insurance premiums in the ordinary course of business;
(o)    Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder;
(p)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods;
(q)    receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds therefor;
(r)    Liens arising from precautionary UCC financing statements or any similar filings made in respect of operating leases entered into in the ordinary course of business; and
(s)    other Liens securing Indebtedness permitted hereunder; provided that the aggregate principal amount of all such Liens incurred in reliance on this Section 7.01(s) plus the aggregate principal amount of all Liens incurred in reliance on Section 7.01(j) shall not exceed $50,000,000 at any one time outstanding.

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7.02    Investments. Make any Investments, except:
(a)    Investments held by the US Borrower or such Subsidiary in the form of cash equivalents or short-term marketable securities;
(b)    Investments in existence on the date hereof and listed on Schedule 7.02 and extensions, renewals, modifications, restatements or replacements thereof; provided that no such extension, renewal, modification, restatement or replacement shall increase the amount (determined as of the Third Restatement Date) of the loan, advance or investment, except by an amount equal to any premium or other reasonable amount paid in respect of the underlying obligations and fees and expenses incurred in connection with such extension, renewal, modification, restatement or replacement;
(c)    advances to officers, directors and employees of the US Borrower and Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;
(d)    Investments of the US Borrower in any Guarantor that is a Material Subsidiary, Investments of any Subsidiary in the US Borrower or in a Guarantor that is a Material Subsidiary, and Investments by any non-Loan Party Subsidiary in any other non-Loan Party Subsidiary or in a Loan Party that is not a Material Subsidiary;
(e)    Permitted Acquisitions made by the US Borrower or any Subsidiary;
(f)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(g)    promissory notes and other similar non-cash consideration received by the US Borrower and its Subsidiaries in connection with Dispositions not otherwise prohibited under this Agreement;
(h)    Investments in any assets constituting a business unit received by the US Borrower or its Subsidiaries by virtue of an asset exchange or swap with a third party or acquired as a capital expenditure;
(i)    Swap Contracts permitted under Section 7.03(d);
(j)    Guarantees permitted by Section 7.03 (other than by reference to this Section 7.02 (or any clause hereof)); and
(k)    other Investments, including Investments in Joint Ventures, in an amount not to exceed during the Availability Period the lesser of (i) $90,000,000 and (ii) 10% of the amount of the total assets of the US Borrower and its Subsidiaries on a consolidated basis as of the date of the most recent financial statements furnished pursuant to Section 6.01(a).
7.03    Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

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(a)    Indebtedness under the Loan Documents; provided that, for purposes of this clause, all Canadian Total Outstandings in excess of C$15,000,000 shall be deemed not to be or to have been created, incurred, assumed or existing under the Loan Documents;
(b)    Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respect to the Loan Parties than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;
(c)    Guarantees of the US Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the US Borrower or any wholly-owned Subsidiary;
(d)    obligations (contingent or otherwise) of the US Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain an election of “First Method” (as defined in the 1992 ISDA Master Agreement) as the method of calculating payments in the event of a termination of such Swap Contract;
(e)    Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(j); provided, that the aggregate principal amount of all such Indebtedness incurred in reliance on this Section 7.03(e) plus the aggregate principal amount of all Indebtedness incurred in reliance on Section 7.03(i) shall not exceed $50,000,000 at any one time outstanding;
(f)    obligations of the US Borrower or any Subsidiary to purchase, retain or otherwise withhold from issuance, capital stock or other Equity Interests issued by the US Borrower or such Subsidiary within the limitations set forth in Section 7.06(c);
(g)    (i) Indebtedness of the US Borrower and any US Guarantor to the US Borrower or any Subsidiary, (ii) Indebtedness of a non-Loan Party Subsidiary to any other non-Loan Party Subsidiaries, and (iii) Indebtedness of a non-Loan Party Subsidiary to the US Borrower or any other Loan Party; provided that, any such Indebtedness of any Loan Party shall be subordinated to the Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent;
(h)    Indebtedness existing or arising under any Secured Cash Management Agreement;

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(i)    secured Indebtedness of the US Borrower or any Subsidiary; provided that the aggregate principal amount of all such Indebtedness incurred in reliance on this Section 7.03(i) plus the aggregate principal amount of all Indebtedness incurred in reliance on Section 7.03(e) shall not exceed $50,000,000 at any one time outstanding;
(j)    Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; and
(k)    other unsecured Indebtedness of the US Borrower or any Subsidiary if (i) as of the fiscal quarter end immediately preceding the creation, incurrence or assumption of such additional unsecured Indebtedness the Consolidated Funded Debt to EBITDA Ratio was equal to or less than 2.75 to 1.00 and (ii) after giving effect to the creation, incurrence or assumption of such additional unsecured Indebtedness the Consolidated Funded Debt to EBITDA Ratio would be, on a Pro Forma Basis, equal to or less than 2.75 to 1.00; provided that the material terms taken as a whole, of such Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respect to the Loan Parties than the terms of this Agreement and the other Loan Documents.
7.04    Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a)    any Subsidiary may merge or amalgamate with (i) the US Borrower, provided that the US Borrower shall be the continuing or surviving Person, (ii) a Canadian Borrower; provided that such Canadian Borrower shall be the continuing or surviving Person, or (iii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person;
(b)    the US Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition; provided that (i) when the US Borrower is party to such merger, the US Borrower shall be the continuing or surviving Person, and (ii) when a Canadian Borrower is party to such merger, such Canadian Borrower shall be the continuing or surviving Person;
(c)    the US Borrower and/or Cascade may make Dispositions of assets permitted by Section 7.05(f); and
(d)    any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the US Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the US Borrower or a Guarantor.
7.05    Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a)    Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b)    Dispositions of inventory in the ordinary course of business;

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(c)    Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d)    Dispositions of property by any Subsidiary to the US Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the US Borrower or a Guarantor;
(e)    Dispositions permitted by Section 7.04 (other than by reference to this Section 7.05 (or any clause hereof));
(f)    the sale by the US Borrower of all or any portion of the capital stock of Cascade and/or the sale by Cascade of all or any portion of the assets that comprise the Cascade Mini-Mill;
(g)    non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years;
(h)    the unwinding of Swap Contracts permitted hereunder pursuant to their terms; and
(i)    Dispositions by the US Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate net book value of all property Disposed of in reliance on this clause (i) in any fiscal year shall not exceed an amount equal to 20% times an amount equal to (x) the amount of the total assets of the US Borrower and its Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year of the US Borrower minus (y) the amount of Intangible Assets of the US Borrower and its Subsidiaries on that date, and (iii) with respect to any Disposition (or series of related Dispositions) pursuant to this clause (i) in excess of a net book value of $2,000,000 during any fiscal quarter, after giving effect to such Disposition on a Pro Forma Basis, the Loan Parties shall be in compliance with the Consolidated Asset Coverage Ratio.
provided, however, that any Disposition pursuant to clauses (a) through (i) (other than Dispositions between or among the US Loan Parties or between or among Schnitzer Canada and the Canadian Borrowers) shall be for fair market value.
7.06    Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:
(a)    each Subsidiary may make Restricted Payments to the US Borrower, wholly-owned Subsidiaries and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(b)    the US Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;
(c)    the US Borrower and each Subsidiary may purchase, retain or otherwise withhold from the issuance to employees, former employees, directors or former directors of the US Borrower

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or such Subsidiary, capital stock or other Equity Interests issued by the US Borrower or such Subsidiary in connection with the issuance of such capital stock or other Equity Interests to such employees and directors pursuant to and in accordance with equity and compensation arrangements, including stock option plans or other benefit plans, in an amount not to exceed the aggregate amount federal, state and local taxes payable by such employees and directors in connection with the issuance of such capital stock or other Equity Interests pursuant to and in accordance with equity and compensation arrangements;
(d)    the US Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;
(e)    the US Borrower may declare or pay cash dividends to its stockholders;
(f)    any Subsidiary that is not a wholly-owned Subsidiary may declare and make any cash dividend or other distribution with respect to any Equity Interests issued by it; and
(g)    the US 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 recently completed fiscal quarter of the US Borrower the Consolidated Funded Debt to EBITDA Ratio is greater than 2.00 to 1.00, then the US 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 US Borrower after the Third Restatement Date (other than those made when the Consolidated Funded Debt to EBITDA Ratio was no greater than 2.00 to 1.00) would exceed the greater of (i) $75,000,000 and (ii) 15% times the amount of the Consolidated Net Worth as of the end of the most recently completed fiscal year of the US Borrower.
7.07    Change in Nature of Business. Engage in any material line of business (a) not in the recycling or recovery business or (b) that is substantially different from those lines of business conducted by the US Borrower and its Subsidiaries on the Third Restatement Date or any business substantially related or incidental thereto.
7.08    Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the US Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the US Borrower or such Subsidiary as would be obtainable by the US Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions between or among the US Borrower and any of its wholly-owned Subsidiaries or between and among any wholly-owned Subsidiaries or (b) Restricted Payments permitted by Section 7.06.
7.09    Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Material Subsidiary to make Restricted Payments to the US Borrower or any US Guarantor or Canadian Guarantor or to otherwise transfer property to the US Borrower or any US Guarantor, (ii) of any Material Subsidiary to Guarantee the Indebtedness of any Borrower, unless the US Borrower determines in good faith that such Contractual Obligations would not materially hinder any Borrower’s ability to meet its obligations under this Agreement; provided, however, that no such Contractual Obligation shall prohibit the US Borrower’s performance of its obligations under Section 6.12, (iii) of any Loan Party to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extensions thereof or (iv) of any Borrower or any

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Material Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iv) shall not (A) prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.03(d), 7.03(e), 7.03(i) or 7.03(k), in the case of Indebtedness under Section 7.03(e), solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and in the case of Indebtedness under Section 7.03(i), solely to the extent any such negative pledge relates to Indebtedness of Subsidiary that is not a Domestic Subsidiary or a US Guarantor, (B) apply to any Contractual Obligations which (I) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the US Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the US Borrower; (II) are customary provisions the Organizational Documents for a Joint Venture or the Equity Interests therein; (III) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted under this Agreement, so long as such restrictions (x) affect only the property subject thereto and (y) do not materially adversely affect the use of such property for its intended purpose; (IV) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the US Borrower or any of its Subsidiaries; (V) are restrictions on cash or other deposits imposed under agreements entered into by the US Borrower or its Subsidiaries the ordinary course of business; or (VI) are customary provisions restricting assignment of any agreements; provided that, in each case, the US Borrower has determined in good faith that such Contractual Obligations would not materially hinder any Borrower’s ability to meet its obligations under this Agreement; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.
7.10    Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
7.11    Financial Covenants.
(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 US Borrower for which the US Borrower has delivered financial statements pursuant to Section 6.01(a) or 6.01(b).
(b)    Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the US Borrower for which the US Borrower has delivered financial statements pursuant to Section 6.01(a) or 6.01(b) to be less than (i) 1.25 to 1.00, for any fiscal quarter ending on or prior to November 30, 2016, and (ii) 1.50 to 1.00, for any fiscal quarter ending thereafter.
(c)    Consolidated Asset Coverage Ratio. Permit the Consolidated Asset Coverage Ratio as of the end of any fiscal quarter of the US Borrower for which the US Borrower has delivered financial statements pursuant to Section 6.01(a) or 6.01(b) to be less than (i) 0.90 to 1.00, for any fiscal quarter ending during the period from the Third Restatement Date to and including November 30, 2016, and (ii) 1.00 to 1.00, for any fiscal quarter ending thereafter.
(d)    Right to Cure. Notwithstanding anything to the contrary contained in Section 7.11(c) and Section 8.01(b) (as to Section 7.11(c)), in the event that an Event of Default exists in respect of Section 7.11(c) as of the last day of any fiscal quarter of the US Borrower (the “Initial Cure Determination Date”), on or before the tenth (10th) day (the “Cure Expiration Period”) subsequent to the due date for delivery of the Compliance Certificate required to be delivered pursuant to Section 6.02(a) for the period ending as of the

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Initial Cure Determination Date, the US Borrower shall have the right (the “Cure Right”) to (i) prepay the Loans (which prepayment shall be in accordance with the terms of Section 2.06), (ii) join any Subsidiary as a Loan Party (which joinder shall be in accordance with the terms of Section 6.12), and/or (iii) transfer assets from a non-Loan Party Subsidiary to a Loan Party (which transfer shall be in accordance with the provisions of this Agreement), and, in each case, in connection therewith, the US Borrower shall deliver to the Administrative Agent an officer’s certificate dated as of the date of the exercise of such Cure Right (a “Cure Certificate”), in form and substance reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer of the US Borrower, setting forth a calculation of the Consolidated Asset Coverage Ratio as of the date of such Cure Certificate (after giving effect to the exercise of such Cure Right as if the same had occurred on the Initial Cure Determination Date). Notwithstanding anything to the contrary contained in Section 7.11(c) and Section 8.01(b) (as to Section 7.11(c)), if such Cure Certificate demonstrates compliance with the Consolidated Asset Coverage Ratio, the US Borrower shall be deemed to have satisfied the requirements of Section 7.11(c) as of the Initial Cure Determination Date with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default which had occurred shall be deemed cured as of such date for all purposes of this Agreement. An Event of Default in respect of Section 7.11(c) shall be deemed outstanding for all purposes of this Agreement (including Section 4.02) after the end of the Cure Expiration Period if a Cure Right has not been exercised and the Administrative Agent has not received a Cure Certificate on or prior to the end of the Cure Expiration Period demonstrating compliance with the Consolidated Asset Coverage Ratio as of the Initial Cure Determination Date, in accordance with this Section 7.11(d); provided, that, notwithstanding anything to the contrary set forth in the Loan Documents, prior to the end of the Cure Expiration Period, the US Borrower shall not be permitted to request any Credit Extensions and no Lender or L/C Issuer shall have any obligation to honor any Request for Credit Extension.
7.12    Sanctions. Directly or, knowingly, indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, financing or facilitating, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.
7.13    Anti-Corruption Laws. Directly or, knowingly, indirectly use any Credit Extension or the proceeds of any Credit Extension for any purpose which would materially breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other applicable anti-corruption and applicable Sanctions legislation in other jurisdictions.
ARTICLE VIII.    
 

EVENTS OF DEFAULT AND REMEDIES
8.01    Events of Default. Any of the following shall constitute an Event of Default:

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(a)    Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan, any L/C Obligation or any Canadian L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan, any L/C Obligation or any Canadian L/C Obligation, or any fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b)    Specific Covenants. The US Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05(a), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15 or Article VII; or
(c)    Financial Statements. The US Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01 or 6.02 and such failure continues for three Business Days; or
(d)    Other Defaults. Any Borrower or any other Loan Party fails to perform or observe any other covenant or agreement (not specified in subsections (a), (b) or (c) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of (i) the date upon which written notice thereof shall have been given to the US Borrower by the Administrative Agent, any Lender or any L/C Issuer or (ii) the date upon which a Responsible Officer of the US Borrower or any other Loan Party knew of such failure; or
(e)    Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
(f)    Cross-Default. (i) The US Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), after the expiration of any applicable grace period, in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the US Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the US Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the US Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

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(g)    Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or
(h)    Inability to Pay Debts; Attachment. (i) Any Loan Party or any of its Subsidiaries becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or
(i)    Judgments and Settlements. (i) There is entered against the US Borrower or any Subsidiary (A) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage), or (B) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (1) enforcement proceedings are commenced by any creditor upon such judgment or order, or (2) there is a period of 15 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect or (ii) the US Borrower or any Subsidiary enters into or becomes a party to any settlement or settlement agreement with respect to any action, suit, proceeding, claim or dispute against the US Borrower or any Subsidiary or against any of their properties or revenues that has, or could reasonably be expected to have a Material Adverse Effect; or
(j)    ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the US Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount; provided, however, that in the case of the occurrence of an ERISA Event with respect to the Multiemployer Plan benefitting the employees of Cascade described in item 1 of Schedule 5.12, the term “Threshold Amount” as used in this clause shall mean $50,000,000, or (ii) the US Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(k)    Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect or ceases to give the Administrative Agent any material part of the Liens purported to be created thereby; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or

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obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
(l)    Collateral Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected Lien with the priority required by the Loan Documents (subject to Liens permitted pursuant to Section 7.01) on any material portion of the Collateral purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens, except as a result of the Administrative Agent’s failure to file UCC continuation statements or PPSA financing statement renewals or as a result of acts or omissions of the Administrative Agent or any Lender; or
(m)    Change of Control. There occurs any Change of Control.
Without limiting the provisions of Article VIII, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Administrative Agent (with the approval of requisite Lenders (in their sole discretion) as determined in accordance with Section 10.01); and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the requisite Lenders or by the Administrative Agent with the approval of the requisite Lenders, as required hereunder in Section 10.01.
8.02    Remedies Upon Event of Default.
(a)    Administrative Agent Remedies. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(i)    declare the commitment of each Lender to make Loans, any obligation of each L/C Issuer to make L/C Credit Extensions and any obligation of the Canadian Lender to issue or amend any Canadian Letter of Credit to be terminated, whereupon such commitments and obligation shall be terminated;
(ii)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Borrower;
(iii)    require that the US Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Minimum Collateral Amount with respect thereto) and require each Canadian Borrower to Cash Collateralize the Canadian Letters of Credit issued for their respective account (in an amount equal to the then Outstanding Amount thereof); and
(iv)    exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the Loan Documents or applicable Law at equity.
(b)    Additional Canadian Lender Remedies. In the event that any Canadian Borrower fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Canadian Loan or any Canadian L/C Obligation, or (ii) within three days after the same becomes due,

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any interest on any Canadian Loan or any Canadian L/C Obligation, or any fee due to the Canadian Lender hereunder, the Canadian Lender may take any or all of the following actions:
(i)    declare the commitment of the Canadian Lender to make Canadian Loans and any obligation of the Canadian Lender to issue, amend or extend any Canadian Letter of Credit to be terminated, whereupon such commitments and obligation shall be terminated;
(ii)    declare the unpaid principal amount of all outstanding Canadian Loans, all interest accrued and unpaid thereon to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Canadian Borrower;
(iii)    require each Canadian Borrower to Cash Collateralize the Canadian Letters of Credit issued for their respective account (in an amount equal to the then Outstanding Amount thereof); and
(iv)    in the event that on the date that is 30 days after the date that the Canadian Lender takes any of the foregoing actions, any principal amount of or interest accrued thereon remains unpaid, any of the Canadian Letters of Credit have not been Cash Collateralized (in an amount equal to the then Outstanding Amount thereof) or any fees accrued on or with respect to the Canadian Commitment, the Canadian Loans or the Canadian Letters of Credit remain unpaid, then, upon notice to the Administrative Agent, each US Lender and L/C Issuer, the Canadian Lender may direct the Administrative Agent to take any or all of the actions set forth in subsection (a) above, without the consent of any US Lender or L/C Issuer, which consent is hereby expressly waived by each US Lender and L/C Issuer.
(c)    Conversion to Dollars. On the first date after the Third Restatement Date on which there shall occur (i) any Event of Default specified in Sections 8.01(g) or (h) or (ii) an acceleration of the Loans and other amounts owing or payable hereunder and the other Loan Documents and termination of the Commitments pursuant to Sections 8.02(a)(i) and (a)(ii) (the “Conversion Date”), all Obligations of the Borrowers with respect to (x) principal and interest under the Loans, (y) Unreimbursed Amounts, including all L/C Borrowings, and payments made by the Canadian Lender under Canadian Letters of Credit and not yet reimbursed by the applicable Canadian Borrower, including all Canadian L/C Borrowings and interest thereon, and (z) fees under Sections 2.03(h), 2.04(h) and 2.10 (the “Designated Obligations”), whether or not the same shall at the time of any determination be due and payable under the terms of the Loan Documents, shall, automatically and with no further action required, be converted into the Dollar Equivalent calculated as of the Conversion Date, and on and after of the Conversion Date all amounts accruing and owed to the Lenders in respect of the Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder.
(d)    Borrower Bankruptcy. Notwithstanding anything to the contrary contained herein, upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, or with respect to any Canadian Borrower under the Companies’ Creditors Arrangement Act, Bankruptcy and Insolvency Act, or other Canadian legislation with respect to relief from creditors, the obligation of each Lender to make Loans, any obligation of each L/C Issuer to make L/C Credit Extensions and any obligation of the Canadian Lender to issue or amend any Canadian Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, the obligation of the US Borrower to Cash Collateralize the L/C Obligations and the obligation of each Canadian Borrower to Cash Collateralize

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the Canadian Letters of Credit issued for their respective account as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
8.03    Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in Section 8.02(d)), or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, Letter of Credit Fees and Canadian L/C Fees) payable to the Lenders and the L/C Issuers (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, Canadian L/C Fees and interest on the Loans, L/C Borrowings, Canadian L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;
Fourth, (i) to payment of that portion of the Obligations constituting (A) unpaid principal of the Loans, L/C Borrowings and Canadian L/C Borrowings, (B) obligations then owing under Secured Cash Management Agreements, and (C) obligations then owing under Secured Hedge Agreements, ratably among the Lenders, Cash Management Banks, Hedge Banks and the L/C Issuers in proportion to the respective amounts described in this clause (i) held by them and (ii) to the Administrative Agent for the account of the applicable L/C Issuers and to the Canadian Lender, to Cash Collateralize that portion of L/C Obligations and Canadian L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit and Canadian Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.04 and 2.17, ratably among the Administrative Agent and the Canadian Lender in proportion to the respective amounts described in this clause(ii) held by them; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the US Borrower or as otherwise required by Law.
Subject to Sections 2.04(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit and Canadian Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit and Canadian Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit and Canadian Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

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Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.
ARTICLE IX.    
 

ADMINISTRATIVE AGENT
9.01    Appointment and Authority. Each of the Lenders and the L/C Issuers hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Canadian Lender hereby irrevocably appoints the Administrative Agent to act on its behalf as the Administrative Agent under each Canadian Security Agreement and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the US Borrower, any Canadian Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents and each of the Lenders (in its capacities as potential Hedge Bank, potential Cash Management Bank, a Lender, Swing Line Lender (if applicable), party to any Swap Contract and party to any Cash Management Agreement) and the L/C Issuers hereby irrevocably appoint and authorize the Administrative Agent to act as the agent of such Lender and the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, in its capacity as “collateral agent”, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.
9.02    Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as

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though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the US Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.
9.03    Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its respective duties hereunder and under the other Loan Documents shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Laws; including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(c)    shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to the US Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its respective Affiliates in any capacity.
Neither the Administrative Agent nor any of their respective Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the US Borrower, a Canadian Borrower, a Lender or an L/C Issuer.
Neither the Administrative Agent nor any of its Related Parties shall have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or

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genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection, or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04    Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Third Restatement Date specifying its objections.
9.05    Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
9.06    Resignation of Administrative Agent.
(a)    The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the US Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, so long as no Event of Default has occurred and is continuing, with the consent of the US Borrower (each such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a commercial bank organized under the laws of the United States, or of any State thereof having a combined capital and surplus of at least $500,000,000. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required

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Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date.
(b)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the US Borrower and such Person remove such Person as Administrative Agent and, in consultation with the US Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c)    With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuers directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.07 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the US Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the US Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the holders of the Obligations and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
(d)    Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect

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to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment by the US Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
9.07    Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
9.08    No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, or documentation agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, an Arranger, a Lender or an L/C Issuer hereunder.
9.09    Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the US Borrower or any Canadian Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.04(h) and 2.04(i), 2.10 and 10.04) allowed in such judicial proceeding; and
(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the

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Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.10 and 10.04.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.
The holders of the Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.01, and (ii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any holder of the Obligations or any acquisition vehicle to take any further action.
9.10    Collateral and Guaranty Matters. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacity as a potential Cash Management Bank or a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a)    to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the termination of the Aggregate Commitments, the termination of the Canadian Commitment and the repayment of all other Obligations hereunder, (ii) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) as approved in accordance with Section 10.01;

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(b)    to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(j); and
(c)    to release any Guarantor from its obligations under the US Guaranty, any Canadian Guarantee and the Contribution Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.
Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any US Guarantor or any Canadian Guarantor from its obligations under the US Guaranty, any Canadian Guarantee and the Contribution Agreement pursuant to this Section 9.10.
The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
The Administrative Agent agrees to release any US Guarantor or any Canadian Guarantor that ceases to be a Subsidiary as a result of a transaction permitted hereunder from its obligations under the US Guaranty, the applicable Canadian Guarantee and the Contribution Agreement; provided that (i) the Administrative Agent shall have received all confirmations of authority, if any, requested pursuant to this Section 9.10with respect to such release, (ii) at the time of such release, no Default shall exist or would result from such release, and (iii) after giving effect to such release, the US Borrower shall be in compliance with all of the terms and provisions of Section 6.12 without giving effect to the 30 day grace period to perform the terms and provisions thereof.
The Administrative Agent agrees to release any Liens on any Collateral disposed of as expressly permitted by Section 7.05 to any Person other than a Loan Party, and agrees that any such Collateral so disposed of shall be sold free and clear of the Liens created by the Loan Documents; provided that the Administrative Agent shall have received all confirmations of authority, if any, requested pursuant to this Section 9.10 with respect to such release.
9.11    Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the US Guaranty, any Canadian Guarantee or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the US Guaranty, any Canadian Guarantee or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to

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verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements upon the termination of the Aggregate Commitments, the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.
ARTICLE X.    
 

MISCELLANEOUS
10.01    Amendments, Etc.
(a)    Generally. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the applicable Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(i)    [reserved];
(ii)    extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender(it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(iii)    postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iv)    reduce the principal of, or the rate of interest specified herein on, any Loan, L/C Borrowing or Canadian L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 10.01(a)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however, that (A) only the consent of the Required Lenders shall be necessary to (1) amend the definition of “Default Rate” or (2) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan, L/C Borrowing or Canadian L/C Borrowing or to reduce any fee payable hereunder, (B) only the consent of the Required US Lenders shall be necessary to waive any obligation of the US Borrower to pay interest on the US Obligations or Letter of Credit Fees at the Default Rate and (C) only the consent of the Canadian Lender shall be necessary to waive any obligation of a Canadian Borrower to pay interest on the Canadian Obligations or Canadian L/C Fees at the Default Rate;

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(v)    change Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(vi)    amend Section 1.05 or the definition of “Alternative Currency” without the written consent of each US Lender directly affected thereby;
(vii)    change any provision of this Section or the definition of “Required US Lenders”, “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; provided, however, that only the consent of each US Lender shall be necessary to change any provision of the definition of “Required US Lenders” or any other provision hereof specifying the number or percentage of US Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each US Lender;
(viii)    except as permitted by Section 9.10, release all or substantially all of the Guarantors from the US Guaranty and the Canadian Guaranties without the written consent of each Lender;
(ix)    other than in a transaction permitted by Section 7.04 or Section 7.05, release all or substantially all of the Collateral in any transaction or a series of related transactions, without the consent of each Lender;
(x)    release any Borrower or permit any Borrower to assign or transfer any of its rights or obligations under this Agreement of the other Loan Documents, without the consent of each Lender; or
(xi)    amend Section 4.02(f) without the written consent of each US Lender directly affected thereby;
and, provided further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Canadian Lender in addition to the Lenders required above, affect the rights or duties of the Canadian Lender under this Agreement relating to any Canadian Loan or Canadian Letter of Credit made or issued or to be made or issued by it, (B) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuers in addition to the Lenders required above, affect the rights or duties of such L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (C) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (D) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
provided, further, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

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(b)    US Credit Facility. Notwithstanding anything to the contrary herein, the table set forth in clause (a) of the definition of “Applicable Rate” and the provisions of Sections 2.01, 2.02, 2.04, 2.05, 2.06 (other than subsection (b) thereof), 2.07(a), 2.10(a), 2.11(a) and 2.16(a) may be amended or waived by the Required US Lenders or, if required by Section 10.01(a)(iv), each US Lender directly affected thereby, without the consent of the Canadian Lender.
(c)    Canadian Credit Facility. Notwithstanding anything to the contrary herein, the table set forth in clause (b) of the definition of “Applicable Rate” and the provisions of Sections 2.03, 2.06(b), 2.07(b), 2.10(b), 2.11(b) and 2.16(b) may be amended or waived by the Canadian Lender without the consent of the US Lenders.
(d)    Defaulting Lenders. No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, all US Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Notwithstanding any provision herein to the contrary, the Administrative Agent and the US Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any US Lender or other holder of Obligations in any material respect and (ii) the US Lenders shall have received at least three Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within three Business Days of the date of such notice to the US Lenders, a written notice from the Required Lenders stating that the Required US Lenders object to such amendment, modification or supplement.
Notwithstanding anything herein to the contrary, as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.
10.02    Notices; Effectiveness; Electronic Communication.
(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(i)    if to any Borrower, the Administrative Agent, the Canadian Lender, the L/C Issuers or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and
(ii)    if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the US Borrower).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
(b)    Electronic Communications. Notices and other communications to the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender, the Swing Line Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Canadian Lender, the Swing Line Lender, any L/C Issuer or any Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.
(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,

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contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.
(d)    Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C Issuers and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the US Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the US Borrower or its securities for purposes of United States Federal or state securities Laws.
(e)    Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the Lenders and the L/C Issuers shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Canadian Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the US Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The US Borrower shall indemnify the Administrative Agent, each Lender, each L/C Issuer and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the US Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
10.03    No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Canadian Lender from exercising the rights and remedies that inure to

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its benefit (solely in its capacity as Canadian Lender) hereunder and under the other Loan Documents, (c) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (d) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.14), or (e) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c), (d) and (e) of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
10.04    Expenses; Indemnity; Damage Waiver.
(a)    Costs and Expenses. The US Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including all Attorney Costs of the Administrative Agent for a single counsel in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Canadian Lender in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) all reasonable out of pocket expenses incurred by the applicable L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iv) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including all Attorney Costs of the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b)    Indemnification by the US Borrower. The US Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including all Attorney Costs of any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan, Letter of Credit or Canadian Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer or the Canadian Lender to honor a demand for payment under a Letter of Credit or a Canadian Letter of Credit, as applicable, if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or such Canadian Letter of

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Credit, as the case may be), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the US Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the US Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the US Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the US Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the US Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c)    Reimbursement by Lenders. To the extent that the US Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each US Lender severally agrees to pay to the Administrative Agent (or any sub-agent), such L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such US Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), an L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), an L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the US Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).
(d)    Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan Party hereby waives any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, Letter of Credit or Canadian Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jursidiction.
(e)    Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(f)    Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent or any L/C Issuer, the replacement of any Lender,

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the termination of the Aggregate Commitments, the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.
10.05    Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any Lender or any L/C Issuer, or the Administrative Agent, any Lender or any L/C Issuer exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Lender or such L/C Issuer in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the termination of the Aggregate Commitments, the termination of the Canadian Commitment, the repayment of all other Obligations hereunder and the termination of this Agreement.
10.06    Successors and Assigns.
(a)    Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder or thereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (e) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (g) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (e) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Lenders and the L/C Issuers) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)    Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), (x) participations in L/C Obligations and in Swing Line Loans, and (y) Canadian Letters of Credit) at the time owing to it) and the other Loan Documents; provided that any such assignment shall be subject to the following conditions:
(i)    Minimum Amounts.
(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignments) that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate

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or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the US Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.
(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitments assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans.
(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A)    the consent of the US Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the US Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C)    the consent of each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D)    the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.

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The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v)    No Assignment to Certain Persons. No such assignment shall be made (A) to any Borrower or any of any Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), or (D) to any Person which has informed the assignor Lender and the Administrative Agent that it is not capable of lending the applicable Alternative Currencies to the applicable Borrower without the imposition of any additional Indemnified Taxes.
(vi)    Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the US Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section.
(c)    Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest)

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of the Loans, L/C Obligations and Canadian L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d)    Effectiveness of Assignments. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in subsection (b) of this Section and any written consent to such assignment required by subsection (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this subsection.
(e)    Participations. Any Lender may at any time, without the consent of, or notice to, the US Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or a Borrower or any Affiliate or Subsidiary of a Borrower) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it) and the other Loan Documents; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and each L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso of Section 10.01(a) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, unless the participation is made with the US Borrower’s prior written consent. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were

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a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(f)    Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless such Participant (i) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, unless the participation is made with the US Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless such Participant complies with Section 3.01(e) as though it were a Lender.
(g)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(h)    Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the US Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the US Borrower, resign as the Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the US Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the US Borrower to appoint any such successor shall affect the resignation of Bank of America as an L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c)). If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for

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the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
10.07    Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(a)(iii) or (ii) any actual or prospective counterparty (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the US Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent, any L/C Issuer and/or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders, or (iii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the US Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.
For purposes of this Section, “Information” means all information received from any Borrower or any Subsidiary relating to any Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by any Borrower or any Subsidiary, provided that, in the case of information received from any Borrower or any Subsidiary after the Third Restatement Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning a Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.
The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure.
The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.
10.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Laws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender or such L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the US Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
10.09    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
10.10    Counterparts; Integration; Effectiveness. This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document or any certificate delivered thereunder by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.
10.11    Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
10.12    Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuers or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
10.13    Replacement of Lenders. If the US Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the US Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a)    the US Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);
(b)    such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts);
(c)    in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(d)    such assignment does not conflict with applicable Laws; and
(e)    in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the US Borrower to require such assignment and delegation cease to apply.
10.14    Governing Law; Jurisdiction; Etc.
(a)    GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)    SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)    WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)    SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
10.15    Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.16    No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agent and the Arrangers and the Lenders , on the other hand, (B) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arrangers and the Lenders has any obligation to any Borrower or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and neither the Administrative Agent nor the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrowers or their respective Affiliates. To the fullest extent permitted by law, the Borrowers hereby waive and release any claims that it may have against the Administrative Agent and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
10.17    Appointment of US Borrower. Each of the Loan Parties hereby appoints the US Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the US Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the US Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, an L/C Issuer or a Lender to the US Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, the L/C Issuers or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the US Borrower on behalf of each of Loan Parties.
10.18    Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, any other document executed in connection herewith and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Canadian Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.
10.19    Amendment and Restatement; Authorizations.
(a)    Amendment and Restatement. The parties hereto agree that, on the Third Restatement Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) all obligations under the Existing Credit Agreement outstanding on the Third Restatement Date shall in all respects be continuing and shall be deemed to Obligations outstanding hereunder; (iii) the guaranties made pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (iv) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Third Restatement Date shall be deemed to be Letters of Credit outstanding on the Third Restatement Date under this Agreement; and (v) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.01 of the Existing Credit Agreement. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement.
(b)    Administrative Agent Authorization. The Lenders, the Swing Line Lender and the L/C Issuers hereby authorize and instruct the Administrative Agent to execute and deliver this Agreement and each of the documents and agreements described in Section 4.01(a) of this Agreement to which the Administrative Agent is a party.
(c)    New Lenders. From and after the Third Restatement Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement, and shall have all of the obligations of a Lender hereunder as if it had executed the Existing Credit Agreement. Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders contained in this Agreement.
(d)    Re-Allocation. On the Third Restatement Date, the loans and commitments made by the Lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, and loans and commitments shall be made by the Lenders so that, as of the Third Restatement Date, the respective commitments of the Lenders shall be as set forth on Schedule 2.01 attached hereto.
10.20    USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
10.21    Time of the Essence. Time is of the essence of the Loan Documents.
10.22    Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the applicable Borrower in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the applicable Borrower (or to any other Person who may be entitled thereto under applicable Laws).
10.23    Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and
(b)    the effects of any Bail-in Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.



133








SIGNATURE    
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
SCHNITZER STEEL INDUSTRIES, INC.,
as the US Borrower
By:    /s/Robert B. Stone            
Name:    Robert B. Stone                
Title:    Vice President and Treasurer        
SCHNITZER STEEL CANADA LTD.,
as a Canadian Borrower
By:    /s/Richard D. Peach            
Name:    Richard D. Peach            
Title:    President                
BANK OF AMERICA, N.A.,
as Administrative Agent
By:    /s/Anthea Del Bianco            
Name:    Anthea Del Bianco            
Title:    Vice President                




BANK OF AMERICA, N.A.,
as a US Lender, an L/C Issuer and Swing Line Lender
By:    /s/Heidi Green                
Name:    Heidi Green                
Title:    Senior Vice President            




JP MORGAN CHASE BANK, N.A.,
as a US Lender
By:    /s/Edward F. Millet            
Name:    Edward F. Millet            
Title:    Managing Director            




KEYBANK, NATIONAL ASSOCIATION,
as a US Lender
By:    /s/L. David Ericksen                
Name:    L. David Ericksen                
Title:    Senior Vice President, Enterprise Banker    

    




PNC BANK, NATIONAL ASSOCIATION,
as a US Lender
By:    /s/Mahir J. Desai            
Name:    Mahir J. Desai                
Title:    Assistant Vice President            

    




BANK OF MONTREAL, CHICAGO BRANCH,
as a US Lender
By:    /s/Randon Gardley            
Name:    Randon Gardley            
Title:    Vice President                

    




WASHINGTON FEDERAL,
as a US Lender
By:    /s/Thomas Marks            
Name:    Thomas Marks                
Title:    Vice President                

    




FIRST HAWAIIAN BANK,
as a US Lender
By:    /s/Darlene N. Blakeney            
Name:    Darlene N. Blakeney            
Title:    Vice President                

    




HOMESTREET BANK, A WASHINTON STATE CHARTERED COMMERCIAL BANK,
as a US Lender
By:    /s/William L. Meyer            
Name:    William L. Meyer            
Title:    Senior Vice President            

    




UMPQUA BANK,
as a US Lender
By:    /s/Jeffrey Seiler                
Name:    Jeffrey Seiler                
Title:    Vice President                

    




BANNER BANK,
as a US Lender
By:    /s/Gregory Foxx            
Name:    Gregory Foxx                
Title:    Vice President                

    




BANK OF MONTREAL,
as the Canadian Lender
By:    /s/Karla McCarthy                
Name:    Karla McCarthy                    
Title:    Managing Director Corporate Finance Division    
By:    /s/Jesse Agassiz                    
Name:    Jesse Agassiz                    
Title:    Director Corporate Finance Division        

    




EXHIBIT A
FORM OF COMMITTED LOAN NOTICE
Date: ___________, _____
To:    Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
The US Borrower hereby requests (select one):
A Committed Borrowing
A conversion or continuation of Committed Loans
1.    On      (a Business Day).
2.    In the amount of     .
3.    Comprised of     .
[Type of Committed Loan requested]
4.    In the following currency:     .
5.    For Eurocurrency Rate Loans: with an Interest Period of ___ months.
[With respect to such Committed Borrowing, the US Borrower hereby represents and warrants that (i) such request complies with the proviso to the first sentence of Section 2.01 of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 of the Credit Agreement that are applicable to a Committed Borrowing have been satisfied on and as of the date of such Committed Borrowing.]
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By:    
Name:    
Title:    


    



EXHIBIT B
FORM OF CANADIAN LOAN NOTICE
Date: ___________, _____
To:    Bank of Montreal, as Canadian Lender
Ladies and Gentlemen:
Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
The US Borrower hereby requests (select one):
A Canadian Borrowing
A conversion or continuation of Canadian Loans
1.    On      (a Business Day).
2.    In the amount of C$    .
3.    Comprised of     .
[Type of Canadian Loan requested]
4.    For CDOR Rate Loans: with an Interest Period of ___ months.
5.
On behalf of ____________________________ [insert name of applicable Canadian Borrower].
[With respect to such Canadian Borrowing, the US Borrower hereby represents and warrants that (i) such request complies with the proviso to the first sentence of Section 2.03(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 of the Credit Agreement that are applicable to a Canadian Borrowing have been satisfied on and as of the date of such Canadian Borrowing.]
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By:    
Name:    
Title:    


    



EXHIBIT C
FORM OF SWING LINE LOAN NOTICE
Date: ___________, _____
To:    Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
The undersigned hereby requests a Swing Line Loan:
1.    On      (a Business Day).
2.    In the amount of $    .
With respect to such Swing Line Borrowing, the US Borrower hereby represents and warrants that (i) such request complies with the proviso to the first sentence of Section 2.05(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 of the Credit Agreement that are applicable to a Swing Line Borrowing have been satisfied on and as of the date of such Swing Line Borrowing.
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By:    
Name:    
Title:    



    



EXHIBIT D
FORM OF [AMENDED AND RESTATED] US NOTE
_______, 20__
FOR VALUE RECEIVED, the undersigned (the “US Borrower”) hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the US Borrower under that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the US Borrower, Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
The US Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.05(f) of the Credit Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.
This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the US Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto.
The US Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[This Note amends and restates in its entirety that certain [Amended and Restated] Note from the US Borrower to the Lender dated as of February 9, 2011, and is not intended to constitute a novation thereof. The indebtedness evidenced by the prior [Amended and Restated] Note has not been repaid, satisfied or discharged and nothing herein shall constitute a repayment, satisfaction or discharge of such indebtedness.]





IN WITNESS WHEREOF, the US Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By:    
Name:    
Title:    






LOANS AND PAYMENTS WITH RESPECT THERETO
Date
Type of Loan Made
Currency and Amount of Loan Made
End of Interest Period
Amount of Principal or Interest Paid This Date
Outstanding Principal Balance This Date
Notation Made By
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   






EXHIBIT E
FORM OF [AMENDED AND RESTATED] CANADIAN NOTE
______, 20__
FOR VALUE RECEIVED, the undersigned (the “Canadian Borrower”) hereby promises to pay to _____________________, or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Canadian Loan from time to time made by the Lender to the Canadian Borrower under that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), [the Canadian Borrower and certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement][Schnitzer Steel Canada Ltd., a British Columbia corporation, the Canadian Borrower and certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement], each US Lender from time to time party thereto, the Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
The Canadian Borrower promises to pay interest on the unpaid principal amount of each Canadian Loan from the date of such Canadian Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Lender in Canadian Dollars at the office designated by the Lender’s. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.
This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the US Guaranty and the Canadian Guaranties. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Canadian Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount, currency and maturity of its Canadian Loans and payments with respect thereto.
The Canadian Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF PROVINCE OF BRITISH COLUMBIA.
[This Note amends and restates in its entirety that certain [Amended and Restated] Note from the Canadian Borrower to the Lender dated as of February 9, 2011, and is not intended to constitute a novation thereof. The indebtedness evidenced by the prior [Amended and Restated] Note has not been repaid, satisfied or discharged and nothing herein shall constitute a repayment, satisfaction or discharge of such indebtedness.]





IN WITNESS WHEREOF, the undersigned Canadian Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
[CANADIAN BORROWER],
a __________________________
By:    
Name:    
Title:    






LOANS AND PAYMENTS WITH RESPECT THERETO
Date
Type of Loan Made
Amount of Loan Made
End of Interest Period
Amount of Principal or Interest Paid This Date
Outstanding Principal Balance This Date
Notation Made By
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   






EXHIBIT F
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: ___________, _____
To:    Bank of America, N.A., as Administrative Agent
Date:                        
Ladies and Gentlemen:
Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________________________ of the US Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the US Borrower, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
1.    The US Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Credit Agreement for the fiscal year of the US Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use following paragraph 1 for fiscal quarter-end financial statements]
1.    The US Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the US Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the US Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2.    The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the US Borrower during the accounting period covered by such financial statements.
3.    A review of the activities of the US Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the US Borrower performed and observed all its Obligations under the Loan Documents, and




[select one:]

[to the best knowledge of the undersigned, during such fiscal period the US Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]
--or—

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
4.    The representations and warranties of the US Borrower contained in Article V of the Credit Agreement, or contained in any document furnished by the US Borrower under or in connection with the Credit Agreement, are correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) on and as of the date hereof, except to the extent that any such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05of 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, including the statements in connection with which this Compliance Certificate is delivered.
5.    The financial covenant analyses and information set forth on Schedules 1, 2 and 3 attached hereto are true and accurate on and as of the date of this Certificate.






IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date set forth above.
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation

By:     
Name:     
Title:     






For the Quarter/Year ended ___________________ (“Statement Date”)
SCHEDULE 1
to the Compliance Certificate
($ in 000’s)






For the Quarter/Year ended ___________________ (“Statement Date”)
SCHEDULE 2
to the Compliance Certificate
($ in 000’s)






For the Quarter/Year ended ___________________ (“Statement Date”)
SCHEDULE 3
to the Compliance Certificate
($ in 000’s)






EXHIBIT G
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement, the Loss Sharing Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount[s] and equal to the percentage interest[s] identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit, Canadian Letters of Credit and the Swing Line Loans included in such facilities ) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
1.    Assignor[s]:    
            
[for each Assignor, indicate whether it [is][is not] a Defaulting Lender]

2.    Assignee[s]:    
            
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
3.
Borrowers:    Schnitzer Steel Industries, Inc., an Oregon corporation; Schnitzer Steel Canada Ltd., a British Columbia corporation[; insert other Canadian Borrowers]




4.
Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement.
5.
Credit Agreement: Third Amended and Restated Credit Agreement, dated as of April 6, 2016, among Schnitzer Steel Industries, Inc., an Oregon corporation, Schnitzer Steel Canada Ltd., a British Columbia corporation, certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
 
 
Facility Assigned
Aggregate
Amount of Commitment/Loans 
for all Lenders
Amount of Commitment/ Loans Assigned
Percentage Assigned of Commitment/ Loans
 
 
CUSIP Number
 
 
________
$_________
$_________
_______%
 
 
 
________
$_________
$_________
_______%
 
 
 
________
$_________
$_________
_______%
 
7.
Trade Date:    __________________
Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]






The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR
[NAME OF ASSIGNOR]
By:                        
Name:
Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:                        
Name:
Title:
[Consented to and] Accepted:
BANK OF AMERICA, N.A.,
As Administrative Agent
By:                    
Name:
Title:
[Consented to:]
[BANK OF AMERICA, N.A.,
[as an L/C Issuer][and Swing Line Lender]
By:                    
Name:
Title:
[L/C ISSUER],
as an L/C Issuer
By:                    
Name:
Title:
[Consented to:]
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By:                    
Name:
Title:










ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
Third Amended and Restated Credit Agreement, dated as of April 6, 2016, among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.    Representations and Warranties.
1.1.    Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the US Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the US Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2.    Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit




decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
2.    Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.
3.    General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.






EXHIBIT H
FORM OF US GUARANTY
THIRD AMENDED AND RESTATED CONTINUING GUARANTY
This THIRD AMENDED AND RESTATED CONTINUING GUARANTY (this “Guaranty”) entered into as of April 6, 2016, is made by SCHNITZER STEEL INDUSTRIES, INC., an Oregon corporation (the “US Borrower”), the other parties identified as “Guarantors” on the signature pages hereto and such other parties that may become Guarantors hereunder after the date hereof (collectively with the US Borrower, the “Guarantors” and individually, a “Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, and together with its successors, the “Administrative Agent”) for the holders of the Obligations.
RECITALS
A.    The US Borrower, Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada”), the lenders from time to time party thereto (the “Existing US Lenders”), Bank of Montreal, as Canadian lender (the “Existing Canadian Lender” and together with the Existing US Lenders, the “Existing Lenders”), Wells Fargo, as an l/c issuer (the “Existing Wells Fargo L/C Issuer”), and Bank of America, N.A., as administrative agent, swing line lender (in such capacity, the “Existing Swing Line Lender”) and an l/c issuer (in such capacity, the “Existing Bank of America L/C Issuer” and together with the Wells Fargo Existing L/C Issuer, the “Existing L/C Issuers”), are parties to that certain Second Amended and Restated Credit Agreement dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing Credit Agreement”) pursuant to which the Existing US Lenders have made revolving loans to the US Borrower, the Existing Swing Line Lender has made swing line loans to the US Borrower, the Existing L/C Issuers have issued letters of credit for the account of the US Borrower, and the Existing Canadian Lender has made revolving loans and letters of credit denominated in Canadian Dollars to the Canadian Borrowers.
B.    In connection with the Existing Credit Agreement, the US Borrower and certain of its Subsidiaries entered into or became a party to that certain Second Amended and Restated Continuing Guaranty dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing Guaranty”), pursuant to which such Persons guaranteed, among other things, the indebtedness, liabilities and obligations of the Borrowers owing to the Existing Lenders and the Existing L/C Issuers arising under the Existing Credit Agreement.
C.    The US Borrower, Schnitzer Steel Canada and each other Canadian Borrower that may become a party thereto, the US Lenders from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, are parties to that certain Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), which Credit Agreement amended, restated and replaced the Existing Credit Agreement in its entirety.
D.    It is a condition precedent to each Lender’s and each L/C Issuer’s obligation to make its initial Credit Extension under the Credit Agreement that the Guarantors enter into this Guaranty.
E.    Each Guarantor (other than the US Borrower) as a direct or indirect wholly-owned Subsidiary of the US Borrower will derive substantial and direct benefits (which benefits are hereby acknowledged by each Guarantor) from the loans and the letters of credit and other benefits to be provided to the Borrowers under the Credit Agreement.

3



NOW, THEREFORE, in consideration of the foregoing and in order to induce the Lenders (including the Swing Line Lender) and the L/C Issuers to make Credit Extensions under the Credit Agreement, each Guarantor hereby agrees to amend and restate the Existing Guaranty in its entirety as follows:
1.    Definitions. All capitalized terms used in this Guaranty and not otherwise defined herein have the meanings specified in the Credit Agreement. References to the Lenders or any Lender herein shall include the Swing Line Lender in its capacity as a Lender and as Swing Line Lender. As used in this Guaranty, (a) “Guaranteed Parties” means the Administrative Agent and each other holder of the Obligations (and “Guaranteed Party” means any one of them), (b) “Paid in Full” or “Payment in Full” shall mean (i) the payment in full in cash and performance of all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been asserted) and, at the time of payment, there is no basis for defeasance, disgorgement, repayment or return for any reason whatsoever, (ii) the termination of all Commitments and (iii) either (A) the cancellation and return to applicable L/C Issuer of all Letters of Credit and the cancellation and return to the Canadian Lender of all Canadian Letters of Credit or (B) the Cash Collateralization of all Letters of Credit and Canadian Letters of Credit in an amount and in the manner required by the Credit Agreement, (c) “Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act, and (d) “Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 13).
2.    Guaranty; Obligations Independent. Subject to the provisions of Section 3 below, each Guarantor hereby irrevocably, absolutely and unconditionally guarantees, jointly and severally, as a primary obligor and not merely as a surety, the full and punctual payment or performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, and at all times thereafter, of all Obligations (collectively, the “Guaranteed Obligations”); provided that the Guaranteed Obligations shall exclude any Excluded Swap Obligations with respect to such Guarantor. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive, in the absence of manifest error, for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.
The obligations of each Guarantor hereunder are those of a primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.
3.    Limitation of Liability. Anything contained in this Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Guaranty, the obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively,

4



the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to an Affiliate of the US Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable Law or pursuant to the terms of any agreement.
4.    Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than Payment in Full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:
(a)    This Guaranty constitutes a guaranty of payment and performance when due and not of collection.
(b)    The Administrative Agent, acting for itself and the Guaranteed Parties, may enforce this Guaranty upon the occurrence of an Event of Default under the Loan Documents notwithstanding the existence of any dispute between any Borrower and any Guaranteed Party with respect to the existence of such Event of Default.
(c)    The obligations of each Guarantor hereunder are independent of the obligations of each Borrower under the Loan Documents and the obligations of any other guarantor of the obligations of any Borrower under the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party is joined in any such action or actions.
(d)    Payment by the Guarantors of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if any Guaranteed Party is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release any Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit.
(e)    The Guaranteed Parties, upon such terms as they deem appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (iii) request and accept other guaranties of the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations, (v) take, hold, exchange, enforce, waive, release, fail to protect, sell or other dispose of any security for the payment of the Guaranteed Obligations, (vi) apply such security and direct the order or manner of sale thereof as the Administrative Agent may determine in

5



its sole discretion and (vii) exercise any other rights available to them under the Loan Documents. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.
(f)    This Guaranty and the obligations of each Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than Payment in Full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not such Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce an agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) of the Loan Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty for the Guaranteed Obligations, in each case whether or not in accordance with the terms of the Loan Documents or any agreement relating to such other guaranty; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of indebtedness of any Borrower other than the Guaranteed Obligations, even though any Guaranteed Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) consent by any Guaranteed Party to the change, reorganization or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any defenses, set-offs or counterclaims which any Borrower may allege or assert against any Guaranteed Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (vii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.
5.    Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of each Guaranteed Party:
(a)    any right to require any Guaranteed Party, as a condition of payment or performance by any Guarantor, to (i) proceed against any Borrower, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or have resort to any balance of any deposit account or credit on the books of any Guaranteed Party in favor of any Borrower or any other Person, (iii) proceed against or exhaust any security for the Guaranteed Obligations, or (iv) pursue any other remedy in the power of any Guaranteed Party whatsoever;
(b)    any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower from any cause other than Payment in Full of the Guaranteed Obligations;
(c)    any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

6



(d)    any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith;
(e)    (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of any Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder or the enforcement hereof, and (iii) any rights to set-offs, recoupments and counterclaims;
(f)    notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section 4 above and any right to consent to any thereof;
(g)    any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party; and
(h)    any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty.
6.    Guarantor’s Rights of Subrogation, Contribution, Etc. Until all of the Guaranteed Obligations shall have been Paid in Full, each Guarantor waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrowers or any of their assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrowers, and (b) any right to enforce, or to participate in, any claim, right or remedy that any Guaranteed Party now has or may hereafter have against the Borrowers. In addition, until all of the Guaranteed Obligations shall have been Paid in Full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor of the Guaranteed Obligations. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the Borrowers, and any rights of contribution such Guarantor may have against any such other guarantor (including any Guarantor), shall be junior and subordinate to any rights the Guaranteed Parties may have, and to any right any Guaranteed Party may have against such other guarantor (including any Guarantor). If any amount shall be paid to a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time prior to the Payment in Full of the Guaranteed Obligations, such amount shall be held in trust for the Administrative Agent and shall forthwith be paid over to the Administrative Agent to be applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.
7.    Subordination of Other Obligations. Any debts, liabilities and obligations of any Borrower now or hereafter held by any Guarantor is hereby subordinated in right of payment to the Guaranteed Obligations, and any such debts, liabilities and obligations of any Borrower to any Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent and shall forthwith be paid over to the Administrative Agent to be applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of any Guarantor under any other provision of this Guaranty.

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8.    Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until the Guaranteed Obligations shall have been Paid in Full; provided, however, that the obligations of the Guarantors under Section 14 shall survive any termination of this Guaranty. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.
9.    Authority of Borrowers and Guarantors. It is not necessary for any Guaranteed Party to inquire into the powers of any Borrower or any other Loan Party or of the officers, directors, members, partners or agents acting or purporting to act on their behalf, and any Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.
10.    Information. Committed Loans and Swing Line Loans may be made or continued by the US Lenders, Letters of Credit may be issued, amended or extended by the L/C Issuers and Canadian Loans may be made and Canadian Letters of Credit may be issued, amended or extended by the Canadian Lender, as applicable, to or for the account of the applicable Borrower from time to time under the Credit Agreement and related Loan Documents without notice to or authorization from any Guarantor regardless of the financial or other condition of any Borrower at the time of any such extension of credit. No Guaranteed Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or such Guarantor’s assessment, of the financial condition of any Borrower. Each Guarantor has adequate means to obtain information from any Borrower on a continuing basis concerning the financial condition of such Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of each Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Guaranteed Party to disclose any matter, fact or thing relating to the business, operations or conditions of any Borrower now known or hereafter known by such Guaranteed Party.
11.    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Guaranteed Party is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Laws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Guaranteed Party to or for the credit or the account of any Guarantor against any and all of the obligations of such Guarantor now or hereafter existing under this Guaranty or any other Loan Document to such Guaranteed Party, irrespective of whether or not such Guaranteed Party shall have made any demand under this Guaranty or any other Loan Document and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch or office of such Guaranteed Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Guaranteed Party under this Section are in addition to other rights and remedies (including other rights of setoff) that such Guaranteed Party may have. Each Guaranteed Party agrees to notify the applicable Guarantor and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
12.    Bankruptcy; Post-Petition Interest; Stay of Acceleration; Reinstatement of Guaranty.
(a)    Until all of the Guaranteed Obligations shall have been Paid in Full, no Guarantor shall, without the prior written consent of the Administrative Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against any Borrower. The obligations of the Guarantors under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding under any Debtor Relief

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Laws naming any Borrower as the debtor or by any defense which the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.
(b)    Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of each Guarantor and each Guaranteed Party that the Guaranteed Obligations which are Guaranteed by the Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve the Borrower of any portion of such Guaranteed Obligations. Each Guarantor will permit any trustee in any proceeding under any Debtor Relief Law or similar person to pay the Guaranteed Parties, or allow the claims of the Guaranteed Parties in respect of, any such interest accruing after the date on which such proceeding is commenced.
(c)    If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against a Guarantor or a Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Guaranteed Parties.
(d)    In the event that all or any portion of the Guaranteed Obligations are paid by a Borrower or by any other guarantor (including any Guarantor), the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Guaranteed Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.
13.    Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time this Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Guaranty voidable under applicable Fraudulent Transfer Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Guaranty shall remain in full force and effect until the Obligations have been indefeasibly Paid in Full. Each Loan Party intends this Section 13 to constitute, and this Section 13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.
14.    Taxes.
(a)    Any and all payments by or on account of any obligation of any Guarantor hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Guarantor or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Guarantor or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to the Credit Agreement.

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(b)    If any Guarantor or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding Taxes, from any payment, then (i) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to the Credit Agreement, (ii) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the such Guarantor shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(c)    If any Guarantor or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (i) such Guarantor or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation delivered pursuant to the Credit Agreement, (ii) such Guarantor or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by such Guarantor shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
15.    Payment by Guarantors; Application of Payments. In furtherance of the foregoing and not in limitation of any other right that any Guaranteed Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Guaranteed Parties as designated thereby, in cash such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by any Guarantor hereunder shall be made to the Administrative Agent, for the account of the Guaranteed Parties at the Administrative Agent’s Office in Dollars. Payments received from any Guarantor shall, unless otherwise expressly provided herein, be applied as set forth in Section 8.03 of the Credit Agreement. The Administrative Agent shall have absolute discretion as to the time of application of any payments received from any Guarantor.
16.    Assignments, Participations, Confidentiality. Any Lender and any L/C Issuer may from time to time, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, transfer its interest in the Guaranteed Obligations to Eligible Assignees in the manner permitted by the Credit Agreement. Each Guarantor agrees that each such transfer will give rise to a direct obligation of such Guarantor to each such Eligible Assignee and that each such Eligible Assignee shall have the same rights and benefits under this Guaranty as it would have if it were a Lender or L/C Issuer, as the case may be, a party to the Credit Agreement and this Guaranty. Each Guarantor, the Administrative Agent, each Lender and each L/C Issuer agree that the provisions of Section 10.07 of the Credit Agreement shall apply to all information provided to the Administrative Agent, a Lender or an L/C Issuer by any Guarantor under this Guaranty or any other Loan Document to which such Guarantor is a party, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior

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to disclosure by such Guarantor; provided that, in the case of information received from a Guarantor after the date hereof, such information is clearly identified in writing at the time of delivery as confidential.
17.    Loan Document. This Guaranty is a Loan Document executed and delivered pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. Without limiting the generality of the foregoing, the rules of construction and interpretation specified in Section 1.02 of the Credit Agreement also apply to this Guaranty and are incorporated herein by this reference.
18.    Notices. All notices and other communications provided herein shall be given in accordance with Section 10.02 of the Credit Agreement and in the case of the Guarantors, to such Guarantor c/o Schnitzer Steel Industries, Inc. at the address or telecopier number specified for the US Borrower on Schedule 10.02 to the Credit Agreement.
19.    No Waiver; Cumulative Remedies. No failure by any Guaranteed Party to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver of any single breach or default under this Guaranty shall be deemed a waiver of any other breach or default. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Guaranteed Parties. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy. No notice or demand on any Guarantor in any case shall entitle such Guarantor or any other Guarantor to any other or further notice or demand in similar or other circumstances.
20.    Governing Law; Submission to Jurisdiction; Etc. The terms of Sections 10.14 and 10.15 of the Credit Agreement with respect to governing law, submission to jurisdiction, waiver of venue, service of process and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
21.    USA PATRIOT Act Notice. Each Lender that is subject to the Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Guarantors that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Guarantors, which information includes the name and address of the Guarantors and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Guarantors in accordance with the Act. The Guarantors shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
22.    Amendments, Etc. No amendment or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor therefrom, shall be effective unless in writing signed by the Administrative Agent and such Guarantor, subject to any consent required in accordance with Section 10.01 of the Credit Agreement, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the making of a Committed Loan, a Swing Line Loan or a Canadian Loan or issuance of a Letter of Credit or Canadian Letter of Credit under the Credit Agreement shall not be construed as a waiver of any Default or Event of Default under the Credit Agreement.

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23.    Counterparts; Integration; Effectiveness. This Guaranty may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Guaranty, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Guaranty by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Guaranty.
24.    Additional Guarantors. Pursuant to Section 6.12 of the Credit Agreement, each Domestic Subsidiary that becomes a Material Subsidiary and each Subsidiary designated a Designated Non-Party Subsidiary is required to become a party to this Guaranty as a Guarantor upon becoming a Material Subsidiary or a Non-Party Designated Subsidiary, as applicable. Upon the execution and delivery by such Material Subsidiary or such Non-Party Designated Subsidiary of an instrument in the form of Annex 1 hereto and acceptance thereof by the Administrative Agent, such Material Subsidiary or Non-Party Designated Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guaranty.
25.    Severability. If any provision of this Guaranty is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
26.    Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Guarantor in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Guaranty (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Guarantor in the Agreement Currency, such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Guarantor (or to any other Person who may be entitled thereto under applicable Laws).

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27.    Release. Each Guarantor (other than the US Borrower) shall be entitled to be released from its obligations under this Guaranty as provided in Section 9.10 of the Credit Agreement if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted thereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the release of any other Guarantor.
[signature pages follow]



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IN WITNESS WHEREOF, each Guarantor has executed this Guaranty by its duly authorized officer as of the day and year first above written.
GUARANTORS:             SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By:                        
Name:
Title:
[GUARANTOR]
By:                        
Name:
Title:



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Accepted and agreed:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:                        
Name:
Title:



15



ANNEX 1
SUPPLEMENT
SUPPLEMENT NO. ____ dated as of __________________ (this “Supplement”), to the Third Amended and Restated Continuing Guaranty dated as of April 6, 2016 (the “US Guaranty”) made by SCHNITZER STEEL INDUSTRIES, INC., an Oregon corporation (the “US Borrower”), the other parties identified as “Guarantors” on the signature pages thereto and such other parties that may become Guarantors thereunder after the date thereof (collectively with the US Borrower, the “Guarantors” and individually, a “Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, and together with its successors, the “Administrative Agent”) for the holders of the Obligations.
RECITALS
A.    The US Borrower, Schnitzer Steel Canada LTD., a British Columbia corporation, and each other Canadian Borrower that may become a party thereto, the US Lenders from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, are parties to that certain Third Amended and Restated Credit Agreement dated as of April 6, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”).
B.    Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the US Guaranty.
C.    The Guarantors have entered into the US Guaranty in order to induce the Lenders (including the Swing Line Lender) and the L/C Issuers to make Credit Extensions under the Credit Agreement, and pursuant to Section 6.12 of the Credit Agreement, each Domestic Subsidiary that becomes a Material Subsidiary and each Subsidiary designated a Non-Party Designated Subsidiary is required to enter into the US Guaranty as a Guarantor upon becoming a Material Subsidiary or a Non-Party Designated Subsidiary, as applicable.
D.    The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the US Guaranty in consideration for the Lenders (including the Swing Line Lender) and the L/C Issuers to make Credit Extensions under the Credit Agreement.
Accordingly, the New Guarantor agrees as follows:
1.    In accordance with Section 24 of the US Guaranty, the New Guarantor by its signature below becomes a Guarantor under the US Guaranty with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the US Guaranty applicable to it as a Guarantor thereunder. Each reference to a “Guarantor” in the US Guaranty shall be deemed to include the New Guarantor. The US Guaranty is hereby incorporated herein by reference.
2.    This Supplement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Supplement by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Supplement.

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3.    Except as expressly supplemented hereby, the US Guaranty shall remain in full force and effect.
4.    THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
5.    Any provision of this Supplement 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.
6.    All communications and notices hereunder shall be in writing and given as provided in Section 18 of the US Guaranty.
[signature pages follow]



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IN WITNESS WHEREOF, the New Guarantor has executed this Supplement by its duly authorized officer as of the day and year first above written.
[NEW GUARANTOR]
By:                        
Name:
Title:
Accepted and agreed:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:                        
Name:
Title:







EXHIBIT I
FORM OF CANADIAN GUARANTEE
[AMENDED AND RESTATED] CONTINUING GUARANTEE
This [AMENDED AND RESTATED] CONTINUING GUARANTEE (this “Guarantee”) entered into as of [__], is made by [SCHNITZER STEEL CANADA LTD., a British Columbia corporation][SCHNITZER STEEL CANADIAN HOLDINGS, INC., a British Columbia corporation][INSERT NAME OF CANADIAN BORROWER, a ___________________] (the “Guarantor”), in favour of the BANK OF AMERICA, N.A., a national banking association, as administrative agent and its successors, acting for this purpose as an agent of the Canadian Lender pursuant to the terms of the Credit Agreement (in such capacity, and together with its successors as administrative agent, the “Administrative Agent”).
RECITALS
A.    [Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), [Schnitzer Steel Canada LTD., a British Columbia corporation (“Schnitzer Steel Canada”)][the Guarantor], the lenders from time to time party thereto (the “Existing US Lenders”), Bank of Montreal, as Canadian lender (the “Existing Canadian Lender” and together with the Existing US Lenders, the “Existing Lenders”), Wells Fargo, as an l/c issuer (the “Existing Wells Fargo L/C Issuer”), and Bank of America, N.A., as administrative agent, swing line lender (in such capacity, the “Existing Swing Line Lender”) and an l/c issuer (in such capacity, the “Existing Bank of America L/C Issuer” and together with the Wells Fargo Existing L/C Issuer, the “Existing L/C Issuers”), are parties to that certain Second Amended and Restated Credit Agreement dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing Credit Agreement”) pursuant to which the Existing US Lenders have made revolving loans to the US Borrower, the Existing Swing Line Lender has made swing line loans to the US Borrower, the Existing L/C Issuers have issued letters of credit for the account of the US Borrower, and the Existing Canadian Lender has made revolving loans and letters of credit denominated in Canadian Dollars to the Canadian Borrowers.]
B.    [In connection with the Existing Credit Agreement, the Guarantor entered into or became a party to that certain Continuing Guarantee dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing Guarantee”), pursuant to which the Guarantor guaranteed, among other things, the indebtedness, liabilities and obligations of the Canadian Borrowers owing to the Existing Canadian Lender arising under the Existing Credit Agreement.]
C.    [Schnitzer Steel Industries, Inc., an Oregon corporation][The US Borrower], [Schnitzer Steel Canada][the Guarantor] and [the Guarantor and] each other Canadian Borrower that may become a party thereto, the US Lenders from time to time party thereto, [Bank of Montreal], as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, are parties to that certain Third Amended and Restated Credit Agreement [dated as of April 6, 2016][dated as of the date hereof] (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”)[, which Credit Agreement amended, restated and replaced the Existing Credit Agreement in its entirety].
D.    It is a condition precedent to the Canadian Lender’s obligation to make its initial Credit Extension under the Credit Agreement that the Guarantor enter into this Guarantee.
E.    The Guarantor will derive substantial and direct benefits (which benefits are hereby acknowledged by the Guarantor) from the Canadian Loans and the Canadian Letters of Credit and other benefits to be provided to the Canadian Borrowers under the Credit Agreement.

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NOW, THEREFORE, in consideration of the foregoing and in order to induce the Canadian Lender to make Credit Extensions under the Credit Agreement, each Guarantor hereby agrees [to amend and restate the Existing Guarantee in its entirety] as follows:
1.    Definitions. All capitalized terms used in this Guarantee and not otherwise defined herein have the meanings specified in the Credit Agreement. As used in this Guarantee, (a) “Guaranteed Parties” means the Canadian Lender and each other holder of the Canadian Obligations (and “Guaranteed Party” means any one of them), and (b) “Paid in Full” or “Payment in Full” shall mean (i) the payment in full in cash and performance of all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been asserted) and, at the time of payment, there is no basis for defeasance, disgorgement, repayment or return for any reason whatsoever, (ii) the termination of the Canadian Commitment and (iii) either (A) the cancellation and return to the Canadian Lender of all Canadian Letters of Credit or (B) the Cash Collateralization of all Canadian Letters of Credit in an amount and in the manner required by the Credit Agreement.
2.    Guarantee. The Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as a primary obligor and not merely as a surety, the full and punctual payment or performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, and at all times thereafter, of all Canadian Obligations (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, the Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any [other] Canadian Borrower to the Administrative Agent or any Guaranteed Party under the Loan Documents but for the operation of any stay or proceedings under any Debtor Relief Law. The Administrative Agent’s books and records showing the amount of the Canadian Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor, and conclusive, in the absence of manifest error, for the purpose of establishing the amount of the Canadian Obligations. This Guarantee shall not be affected by the genuineness, validity, regularity or enforceability of the Canadian Obligations or any instrument or agreement evidencing any Canadian Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Canadian Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guarantee, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.
3.    Liability of Guarantors Absolute. The Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than Payment in Full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a)    This Guarantee constitutes a Guarantee of payment and performance when due and not of collection.
(b)    The Administrative Agent acting on behalf of the Canadian Lender and the other Guaranteed Parties may enforce this Guarantee upon the occurrence of an Event of Default under the Loan Documents notwithstanding the existence of any dispute between the [other] Canadian Borrowers and the Administrative Agent or any Guaranteed Party with respect to the existence of such Event of Default.
(c)    The obligations of the Guarantor hereunder is independent of the obligations of the [other] Canadian Borrowers under the Loan Documents and the obligations of any other guarantor of the obligations

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of the [other] Canadian Borrowers under the Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the [other] Canadian Borrowers or any other Loan Party or whether the [other] Canadian Borrowers or any other Loan Party is joined in any such action or actions.
(d)    Payment by the Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if the Administrative Agent or any Guaranteed Party is awarded a judgment in any suit brought to enforce the Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release the Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit.
(e)    The Administrative Agent and the Guaranteed Parties upon such terms as they deem appropriate, without notice or demand and without affecting the validity or enforceability of this Guarantee or giving rise to any reduction, limitation, impairment, discharge or termination of the Guarantor’s liability hereunder, from time to time, may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (iii) request and accept other guaranties of the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other guarantor) with respect to the Guaranteed Obligations, (v) take, hold, exchange, enforce, waive, release, fail to protect, sell or other dispose of any security for the payment of the Guaranteed Obligations, (vi) apply such security and direct the order or manner of sale thereof as the Administrative Agent may determine in its sole discretion and and (vii) exercise any other rights available to them under the Loan Documents. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guarantee or which, but for this provision, might operate as a discharge of the Guarantor.
(f)    This Guarantee and the obligations of the Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than Payment in Full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce an agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guarantee of the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) of the Loan Documents or any agreement or instrument executed pursuant thereto, or of any other guarantee for the Guaranteed Obligations, in each case whether or not in accordance with the terms of the Loan Documents or any agreement relating to such other guarantee; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of indebtedness of the [other] Canadian Borrowers other than the Guaranteed Obligations, even though the Administrative Agent or any Guaranteed Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) the Administrative Agent’s or any Guaranteed Party’s consent to the change, reorganization or termination of the corporate structure or

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existence of any [other] Canadian Borrower and to any corresponding restructuring of the Guaranteed Obligations; (vi) any defenses, set-offs or counterclaims which the [other] Canadian Borrowers may allege or assert against the Administrative Agent or any Guaranteed Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (vii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Guarantor as an obligor in respect of the Guaranteed Obligations.
4.    Waivers by Guarantor. The Guarantor hereby waives, for the benefit of the Administrative Agent and each Guaranteed Party:
(a)    any right to require the Administrative Agent or any Guaranteed Party, as a condition of payment or performance by the Guarantor, to (i) proceed against any of the [other] Canadian Borrowers, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent or any Guaranteed Party in favor of the [other] Canadian Borrowers or any other Person, (iii) proceed against or exhaust any security for the Guaranteed Obligations, or (iv) pursue any other remedy in the power of the Administrative Agent or any Guaranteed Party whatsoever;
(b)    any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any of the [other] Canadian Borrowers including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the [other] Canadian Borrowers from any cause other than Payment in Full of the Guaranteed Obligations;
(c)    any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;
(d)    any defense based upon the Administrative Agent’s or any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith;
(e)    (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guarantee and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, and (iii) any rights to set-offs, recoupments and counterclaims;
(f)    notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guarantee, notices of default under the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the [other] Canadian Borrowers and notices of any of the matters referred to in Section 3 above and any right to consent to any thereof;
(g)    any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Guaranteed Party; and
(h)    any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guarantee.

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5.    Guarantor’s Rights of Subrogation, Contribution, Etc. Until all of the Guaranteed Obligations shall have been Paid in Full, the Guarantor waives any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against the [other] Canadian Borrowers or any of their assets in connection with this Guarantee or the performance by the Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that the Guarantor now has or may hereafter have against the [other] Canadian Borrowers, and (b) any right to enforce, or to participate in, any claim, right or remedy that the Administrative Agent or any Guaranteed Party now has or may hereafter have against the [other] Canadian Borrowers. In addition, until all of the Guaranteed Obligations shall have been Paid in Full, the Guarantor shall withhold exercise of any right of contribution the Guarantor may have against any other guarantor of the Guaranteed Obligations. The Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification the Guarantor may have against the [other] Canadian Borrowers, and any rights of contribution the Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights the Administrative Agent or any Guaranteed Party may have against the [other] Canadian Borrowers, and to any right the Administrative Agent or any Guaranteed Party may have against such other guarantor. If any amount shall be paid to the Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time prior to Payment in Full of the Guaranteed Obligations, such amount shall be held in trust for the Administrative Agent and shall forthwith be paid over to the Administrative Agent to be applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.
6.    Subordination of Other Obligations. Any debts, liabilities and obligations of the [other] Canadian Borrowers now or hereafter held by the Guarantor is hereby subordinated in right of payment to the Guaranteed Obligations, and any such debts, liabilities and obligations of the [other] Canadian Borrowers to the Guarantor collected or received by the Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent and shall forthwith be paid over to the Administrative Agent to be applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Guarantor under any other provision of this Guarantee.
7.    Continuing Guarantee. This Guarantee is a continuing Guarantee and shall remain in effect until all of the Guaranteed Obligations shall have been Paid in Full. The Guarantor hereby irrevocably waives any right to revoke this Guarantee as to future transactions giving rise to any Guaranteed Obligations.
8.    Authority of Canadian Borrowers and Guarantors. It is not necessary for the Administrative Agent or any Guaranteed Party to inquire into the powers of the [other] Canadian Borrowers or any other Loan Party or of the officers, directors, members, partners or agents acting or purporting to act on their behalf, and any Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.
9.    Information. Canadian Loans may be made or continued by the Canadian Lender and Canadian Letters of Credit may be issued, amended or extended by the Canadian Lender, to or for the account of the [other] Canadian Borrowers from time to time under the Credit Agreement and related Loan Documents without notice to or authorization from the Guarantor regardless of the financial or other condition of the [other] Canadian Borrowers at the time of any such extension of credit. Neither the Administrative Agent nor any Guaranteed Party shall have any obligation to disclose or discuss with the Guarantor its assessment, or the Guarantor’s assessment, of the financial condition of the [other] Canadian Borrowers. The Guarantor has adequate means to obtain information from the [other] Canadian Borrowers on a continuing basis

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concerning the financial condition of each of the [other] Canadian Borrowers and each [other] Canadian Borrower’s ability to perform its obligations under the Loan Documents, and the Guarantor assumes the responsibility for being and keeping informed of the financial condition of the [other] Canadian Borrowers and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. The Guarantor hereby waives and relinquishes any duty on the part of the Administrative Agent or any Guaranteed Party to disclose any matter, fact or thing relating to the business, operations or conditions of the [other] Canadian Borrowers now known or hereafter known by the Administrative Agent or such Guaranteed Party.
10.    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Guaranteed Party is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Laws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Guaranteed Party to or for the credit or the account of the Guarantor against any and all of the obligations of the Guarantor now or hereafter existing under this Guarantee or any other Loan Document to such Guaranteed Party, irrespective of whether or not such Guaranteed Party shall have made any demand under this Guarantee or any other Loan Document and although such obligations of the Guarantor may be contingent or unmatured or are owed to a branch or office of such Guaranteed Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Guaranteed Party under this Section are in addition to other rights and remedies (including other rights of setoff) that such Guaranteed Party may have. Each Guaranteed Party agrees to notify the Guarantor and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
11.    Bankruptcy; Post-Petition Interest; Stay of Acceleration; Reinstatement of Guarantee.
(a)    Until all of the Guaranteed Obligations shall have been Paid in Full, the Guarantor shall not, without the prior written consent of the Administrative Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against or by the [other] Canadian Borrowers. The obligations of the Guarantor under this Guarantee shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding under any Debtor Relief Laws naming any of the [other] Canadian Borrowers as a debtor or by any defense which [a][any other] Canadian Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.
(b)    The Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and each Guaranteed Party that the Guaranteed Obligations which are Guaranteed by the Guarantor pursuant to this Guarantee should be determined without regard to any rule of law or order which may relieve the [other] Canadian Borrowers of any portion of such Guaranteed Obligations. The Guarantor will permit any trustee in any proceeding under any Debtor Relief Law or similar person to pay the Administrative Agent and the Guaranteed Parties, or allow the claims of the Administrative Agent and the Guaranteed Parties in respect of, any such interest accruing after the date on which such proceeding is commenced.
(c)    If acceleration of the time for payment of any of the Canadian Obligations is stayed, in connection with any case commenced by or against the Guarantor or [a][any other] Canadian Borrower under

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any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantor immediately upon demand by the Administrative Agent or the Guaranteed Parties.
(d)    In the event that all or any portion of the Guaranteed Obligations are paid by the [other] Canadian Borrowers or by any other guarantor, the obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Administrative Agent or any Guaranteed Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guarantee.
12.    Payment by Guarantors; Application of Payments. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any Guaranteed Party has at law or in equity against the Guarantor by virtue hereof, upon the failure of the [other] Canadian Borrowers to pay any Guaranteed Obligation when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or the Guaranteed Parties as designated thereby, in cash such Guaranteed Obligation. Except as otherwise expressly provided herein, all payments by the Guarantor hereunder shall be made to the Administrative Agent, for the account of the Guaranteed Parties at the Administrative Agent’s Payment Office in Dollars. Payments received from the Guarantor shall, unless otherwise expressly provided herein, be applied as set forth in Section 8.03 of the Credit Agreement. The Administrative Agent shall have absolute discretion as to the time of application of any payments received from the Guarantor.
13.    Assignments, Participations, Confidentiality. The Canadian Lender may from time to time, without notice to the Guarantor and without affecting the Guarantor’s obligations hereunder, transfer its interest in the Guaranteed Obligations to Eligible Assignees in the manner permitted by the Credit Agreement. The Guarantor agrees that each such transfer will give rise to a direct obligation of the Guarantor to each such Eligible Assignee and that each such Eligible Assignee shall have the same rights and benefits under this Guarantee as it would have if it were the Canadian Lender, a party to the Credit Agreement and this Guarantee. The Guarantor, the Administrative Agent, and the Canadian Lender agree that the provisions of Section 10.07 of the Credit Agreement shall apply to all information provided to the Administrative Agent or the Canadian Lender by any Guarantor under this Guarantee or any other Loan Document to which the Guarantor is a party, other than any such information that is available to the Administrative Agent or the Canadian Lender on a nonconfidential basis prior to disclosure by the Guarantor; provided that, in the case of information received from the Guarantor after the date hereof, such information is clearly identified in writing at the time of delivery as confidential.
14.    Loan Document. This Guarantee is a Loan Document executed and delivered pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. Without limiting the generality of the foregoing, the rules of construction and interpretation specified in Section 1.02 of the Credit Agreement also apply to this Guarantee and are incorporated herein by this reference.
15.    Notices. All notices and other communications provided herein shall be given in accordance with Section 10.02 of the Credit Agreement and in the case to the Guarantor, to the Guarantor c/o Schnitzer Steel Industries, Inc. at the address or telecopier number specified for the US Borrower on Schedule 10.02 to the Credit Agreement.

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16.    No Waiver; Cumulative Remedies. No failure by the Administrative Agent or any Guaranteed Party to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver of any single breach or default under this Guarantee shall be deemed a waiver of any other breach or default. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Administrative Agent and the Guaranteed Parties. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy. No notice or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in similar or other circumstances.
17.    Governing Law; Jurisdiction; Etc.
(a)    GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF [BRITISH COLUMBIA].
(b)    SUBMISSION TO JURISDICTION. THE GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF [BRITISH COLUMBIA] SITTING IN [VANCOUVER] AND OF THE SUPREME COURT OF BRITISH COLUMBIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH [BRITISH COLUMBIA] COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTEE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY GUARANTEED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
18.    Waiver of Jury Trial. THE GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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19.    USA PATRIOT Act Notice. Each Lender that is subject to the Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Guarantor that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Guarantor, which information includes the name and address of the Guarantor and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Guarantor in accordance with the Act. The Guarantor shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
20.    Amendments, Etc. No amendment or waiver of any provision of this Guarantee, and no consent to any departure by the Guarantor therefrom, shall be effective unless in writing signed by the Administrative Agent and the Guarantor, subject to any consent required in accordance with Section 10.01 of the Credit Agreement, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the making of a Canadian Loan or issuance of a Canadian Letter of Credit under the Credit Agreement shall not be construed as a waiver of any Default or Event of Default under the Credit Agreement.
21.    Counterparts; Integration; Effectiveness. This Guarantee may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Guarantee, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guarantee shall become effective when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Guarantee by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Guarantee.
22.    Severability. If any provision of this Guarantee is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guarantee shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
23.    Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Guarantor in respect of any such sum due from it to the Administrative Agent or the Canadian Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Guarantee (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or the Canadian Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or the Canadian Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or the Canadian Lender

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from the Guarantor in the Agreement Currency, the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Canadian Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or the Canadian Lender in such currency, the Administrative Agent or the Canadian Lender, as the case may be, agrees to return the amount of any excess to the Guarantor (or to any other Person who may be entitled thereto under applicable Laws).
[24.    Release. The Guarantor shall be entitled to be released from its obligations under this Guarantee as provided in Section 9.10 of the Credit Agreement if the Guarantor ceases to be a Subsidiary as a result of a transaction permitted thereunder. The rights and obligations of the Guarantor hereunder shall remain in full force and effect notwithstanding the release of any other guarantor of the Guaranteed Obligations.]
[signature pages follow]



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IN WITNESS WHEREOF, the Guarantor has executed this Guarantee by its duly authorized officer as of the day and year first above written.
[GUARANTOR]
By:                        
Name:
Title:



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Accepted and agreed:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:                        
Name:
Title:




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EXHIBIT J
FORM OF CONTRIBUTION AGREEMENT
SECOND AMENDED AND RESTATED INDEMNITY, SUBROGATION
AND CONTRIBUTION AGREEMENT
This SECOND AMENDED AND RESTATED INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT (this “Agreement”) entered into as of April 6, 2016 among SCHNITZER STEEL INDUSTRIES, INC., an Oregon corporation (the “US Borrower”), SCHNITZER STEEL CANADA LTD., a British Columbia corporation (“Schnitzer Steel Canada”), the other parties identified as “Guarantors” on the signature pages hereto and such other parties that may become Guarantors hereunder after the date hereof (collectively with the US Borrower and Schnitzer Steel Canada, the “Guarantors” and individually, a “Guarantor”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, and together with its successors, the “Administrative Agent”).
RECITALS
A.    The US Borrower, Schnitzer Steel Canada, the lenders from time to time party thereto (the “Existing US Lenders”), Bank of Montreal, as Canadian lender (the “Existing Canadian Lender” and together with the Existing US Lenders, the “Existing Lenders”), Wells Fargo, as an l/c issuer (the “Existing Wells Fargo L/C Issuer”), and Bank of America, N.A., as administrative agent, swing line lender (in such capacity, the “Existing Swing Line Lender”) and an l/c issuer (in such capacity, the “Existing Bank of America L/C Issuer” and together with the Wells Fargo Existing L/C Issuer, the “Existing L/C Issuers”), are parties to that certain Second Amended and Restated Credit Agreement dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing Credit Agreement”) pursuant to which the Existing US Lenders have made revolving loans to the US Borrower, the Existing Swing Line Lender has made swing line loans to the US Borrower, the Existing L/C Issuers have issued letters of credit for the account of the US Borrower, and the Existing Canadian Lender has made revolving loans and letters of credit denominated in Canadian Dollars to the Canadian Borrowers.
B.    In connection with the Existing Credit Agreement, the US Borrower and certain of its Subsidiaries entered into or became a party to that certain Second Amended and Restated Continuing Guaranty dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing US Guaranty”), pursuant to which such Persons guaranteed, among other things, the indebtedness, liabilities and obligations of the Borrowers owing to the Existing Lenders and the Existing L/C Issuers arising under the Existing Credit Agreement.
C.    In connection with the Existing Credit Agreement, each of Schnitzer Steel Canada and Schnitzer Canada entered into or became a party to a Continuing Guarantee dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, each an “Existing Canadian Guarantee” and together the “Existing Canadian Guarantees”), pursuant to which such Persons guaranteed, among other things, the indebtedness, liabilities and obligations of the Canadian Borrowers owing to the Existing Canadian Lender arising under the Existing Credit Agreement.
D.    In connection with the Existing Credit Agreement, the US Borrower, Schnitzer Steel Canada and certain of the US Borrower’s Subsidiaries entered into or became a party to that certain Amended and Restated Indemnity, Subrogation and Contribution Agreement dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing Contribution Agreement”), pursuant to which such Persons provided for the indemnification by the Borrowers of such Persons and among such Persons

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with respect to amounts paid by such Persons in connection with their obligations under the Existing US Guaranty and the Existing Canadian Guaranties.
E.    The US Borrower, Schnitzer Steel Canada and each other Canadian Borrower that may become a party thereto, the US Lenders from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, are parties to that certain Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), which Credit Agreement amended, restated and replaced the Existing Credit Agreement in its entirety.
F.    The US Borrower and certain of its Subsidiaries (each, a “US Guarantor” and collectively the “US Guarantors”) are each party to that certain Third Amended and Restated Continuing Guaranty dated as of the date hereof (as amended, restated, supplemented or otherwise modified, the “US Guaranty”), which US Guaranty amended, restated and replaced the Existing US Guaranty in its entirety, pursuant to which such Persons guaranteed, among other things, the full and punctual payment or performance when due of all advances to, and debts, liabilities, obligations, covenants and duties of the Borrowers arising under the Credit Agreement.
G.    Each of Schnitzer Steel Canada and Schnitzer Canada (each, a “Canadian Guarantor” and collectively the “Canadian Guarantors”) are party to an Amended and Restated Continuing Guarantee dated as of the date hereof (as amended, restated, supplemented or otherwise modified, each a “Canadian Guarantee” and together the “Canadian Guarantees”), which Canadian Guarantees amend, restate and replace the Existing Canadian Guarantees in their entirety, pursuant to which such Persons guaranteed, among other things, the full and punctual payment or performance when due of all advances to, and debts, liabilities, obligations, covenants and duties of the Canadian Borrowers arising under the Credit Agreement.
H.    It is a condition precedent to each Lender’s and each L/C Issuer’s obligation to make its initial Credit Extension under the Credit Agreement that the Guarantors enter into this Agreement.
I.    Each Guarantor will derive substantial and direct benefits (which benefits are hereby acknowledged by the Guarantors) from the Loans, Letters of Credit and the Canadian Letters of Credit and other benefits to be provided to the Borrowers under the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and in order to induce the Lenders (including the Swing Line Lender) and the L/C Issuers to make Credit Extensions under the Credit Agreement, each Guarantor hereby agrees to amend and restate the Existing Contribution Agreement in its entirety as follows:
1.    Definitions; Interpretation. All capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the US Guaranty or the Canadian Guaranties, as applicable, or, if not defined therein, the Credit Agreement. The rules of construction and interpretation specified in Section 1.02 of the Credit Agreement also apply to this Agreement and are incorporated herein by this reference. As used in this Agreement, “Paid in Full” or “Payment in Full” shall mean (a) the payment in full in cash and performance of all Guaranteed Obligations (as defined in Section 4 hereof) (other than contingent indemnification obligations for which no claim has been asserted) and, at the time of payment, there is no basis for defeasance, disgorgement, repayment or return for any reason whatsoever, (b) the termination of all Commitments and (c) either (i) the cancellation and return to applicable L/C Issuer of all Letters of Credit and the cancellation and return to the Canadian Lender of all Canadian Letters of Credit or (ii) the Cash Collateralization of all Letters of Credit and Canadian Letters of Credit in an amount and in the manner required by the Credit Agreement.

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2.    Indemnity and Subrogation.
(a)    US Borrower. In addition to all such rights of indemnity and subrogation as the US Guarantors may have under applicable Law (but subject to Section 4 hereof), the US Borrower agrees that in the event a payment shall be made by any US Guarantor under the US Guaranty of or in respect of a Guaranteed Obligation (as defined in the US Guaranty), the US Borrower shall indemnify such US Guarantor for the full amount of such payment and such US Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.
(b)    Canadian Borrowers. In addition to all such rights of indemnity and subrogation as the Canadian Guarantors may have under applicable Law (but subject to Section 4 hereof), each Canadian Borrower agrees that in the event a payment shall be made by any Canadian Guarantor under the applicable Canadian Guarantee of or in respect of a Guaranteed Obligation (as defined in the applicable Canadian Guarantee), each Canadian Borrower shall indemnify such Canadian Guarantor for the full amount of such payment and such Canadian Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.
3.    Contribution and Subrogation.
(a)    US Guarantors. Each US Guarantor (for purposes of this Section 3(a), a “US Contributing Party”) agrees (subject to Section 4 hereof) that, in the event a payment shall be made by any other US Guarantor under the US Guaranty of or in respect of a Guaranteed Obligation (as defined in the US Guaranty) and such US Guarantor (for purposes of this Section 3(a), the “US Claiming Party”) shall not have been fully indemnified by the US Borrower as provided in Section 2(a), the US Contributing Party shall indemnify the US Claiming Party in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the US Contributing Party on the date of the US Guaranty (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15 hereof, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the US Guarantors on the date of the US Guaranty (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15 hereof, the date of the Supplement hereto executed and delivered by such Guarantor). Any US Contributing Party making any payment to a US Claiming Party pursuant to this Section 3(a) shall be subrogated to the rights of such US Claiming Party under Section 2(a) hereof to the extent of such payment.
(b)    Canadian Guarantors. Each Canadian Guarantor (for purposes of this Section 3(b), a “Canadian Contributing Party”) agrees (subject to Section 4 hereof) that, in the event a payment shall be made by any other Canadian Guarantor under any Canadian Guarantee of or in respect of a Guaranteed Obligation (as defined in the applicable Canadian Guarantee) and such Canadian Guarantor (for purposes of this Section 3(b), the “Canadian Claiming Party”) shall not have been fully indemnified by the Canadian Borrowers as provided in Section 2(b), the Canadian Contributing Party shall indemnify the Canadian Claiming Party in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the Canadian Contributing Party on the date of the applicable Canadian Guarantee (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15 hereof, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Canadian Guarantors on the date of the applicable Canadian Guarantee (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15 hereof, the date of the Supplement hereto executed and delivered by such Guarantor). Any Canadian Contributing Party making any payment to a Canadian Claiming Party pursuant to this Section 3(b) shall be subrogated to the rights of such Canadian Claiming Party under Section 2(b) hereof to the extent of such payment.

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4.    Subordination. Anything herein to the contrary notwithstanding, all rights of the US Guarantors and the Canadian Guarantors under Sections 2 and 3 hereof and all other rights of indemnity, contribution or subrogation under applicable Law or otherwise shall be fully subordinated to the Payment in Full of the Obligations (the “Guaranteed Obligations”). No failure on the part of any Loan Party to make the payments required by Sections 2 and 3 hereof (or any other payments required under applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Loan Party with respect to its obligations hereunder, and each Loan Party shall remain liable for the full amount of their respective obligations hereunder.
5.    Obligations Absolute. All rights of the Administrative Agent hereunder and all obligations of each Loan Party hereunder shall be irrevocable, absolute, independent and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Guaranteed Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Guaranteed Obligations or this Agreement.
6.    Termination. This Agreement shall survive and be in full force and effect until all of the Guaranteed Obligations shall have been Paid in Full, in the event that all, or any part of, any payment of any Guaranteed Obligation is rescinded or recovered directly or indirectly from the Administrative Agent, any Lender, any L/C Issuer or any Loan Party as a preference, fraudulent transfer or otherwise.
7.    Loan Document. This Agreement is a Loan Document executed and delivered pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.
8.    Notices. All notices and other communications provided herein shall be given in accordance with Section 10.02 of the Credit Agreement and in the case of the Guarantors (other than the US Borrower), to such Guarantor c/o Schnitzer Steel Industries, Inc. at the address or facsimile number specified for the US Borrower on Schedule 10.02 to the Credit Agreement.
9.    No Waiver; Cumulative Remedies. No failure by the Administrative Agent, any Lender, any L/C Issuer or any Loan Party to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder or any Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver of any single breach or default under this Agreement shall be deemed a waiver of any other breach or default. The rights, remedies, powers and privileges provided herein and in the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Administrative Agent, the Lenders, the L/C Issuers and the Loan Parties. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy. No notice or demand on any Loan Party in any case shall entitle such Loan Party or any other Loan Party to any other or further notice or demand in similar or other circumstances.

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10.    Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void).
11.    Governing Law; Jurisdiction; Etc. The terms of Sections 10.14 and 10.15 of the Credit Agreement with respect to governing law, submission to jurisdiction, waiver of venue, service of process and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
12.    Amendments, Etc. No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Administrative Agent, the Borrowers and such Guarantor, subject to any consent required in accordance with Section 10.01 of the Credit Agreement, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the making of a Committed Loan, a Swing Line Loan or a Canadian Loan or issuance of a Letter of Credit or Canadian Letter of Credit under the Credit Agreement shall not be construed as a waiver of any Default or Event of Default under the Credit Agreement.
13.    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
14.    Additional Guarantors. Pursuant to Section 6.12 of the Credit Agreement, (a) each Domestic Subsidiary that becomes a Material Subsidiary and each Subsidiary designated a Designated Non-Party Subsidiary is required to enter into this Agreement as a Guarantor upon becoming a Material Subsidiary or a Designated Non-Party Subsidiary, as applicable, and (b) each Person that becomes a Canadian Borrower under the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming a Canadian Borrower. Upon the execution and delivery by such Material Subsidiary, such Designated Non-Party Subsidiary, or such new Canadian Borrower of an instrument in the form of Annex 1 hereto and acceptance thereof by the Administrative Agent, such Material Subsidiary, such Designated Non-Party Subsidiary or such new Canadian Borrower shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.
15.    Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which

6



comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
16.    Release. Anything herein to the contrary notwithstanding, at the time any Guarantor is released by the Administrative Agent and the Lenders from its obligations under the US Guaranty or a Canadian Guarantee, such Guarantor will cease to have any rights or obligations under this Agreement.
[signature pages follow]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
GUARANTORS:
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By:                        
Name:
Title:
SCHNITZER STEEL CANADA LTD.,
a British Columbia corporation
By:                        
Name:
Title:

SCHNITZER STEEL CANADIAN HOLDINGS, INC.,
a British Columbia corporation
By:                        
Name:
Title:

CASCADE STEEL ROLLING MILLS, INC.,
an Oregon corporation
By:                        
Name:
Title:

EDMAN CORP.,
an Oregon corporation
By:                        
Name:
Title:

GENERAL METALS OF TACOMA, INC.,
a Washington corporation
By:                        
Name:
Title:



SCHNITZEER STEEL INDUSTRIES, INC.
CONTRIBUTION AGREEMENT



JOINT VENTURE OPERATIONS, INC.,
a Delaware corporation
By:                        
Name:
Title:


MANUFACTURING MANAGEMENT, INC.,
an Oregon corporation
By:                        
Name:
Title:

METALS RECYCLING L.L.C.,
a Rhode Island corporation
By:                        
Name:
Title:

NORPROP, INC.,
an Oregon corporation
By:                        
Name:
Title:

PICK A PART, INC.,
a Washington corporation
By:                        
Name:
Title:

PICK AND PULL AUTO DISMANTLING, INC.,
a California corporation
By:                        
Name:
Title:


SCHNITZEER STEEL INDUSTRIES, INC.
CONTRIBUTION AGREEMENT



PICK-N-PULL AUTO DISMANTLERS, A CALIFORNIA GENERAL PARTNERSHIP,
a California general partnership
By:                        
Name:
Title:

PICK-N-PULL AUTO DISMANTLERS, COLUMBUS, LLC,
a Delaware limited liability company
By:                        
Name:
Title:

PICK-N-PULL AUTO DISMANTLERS, KANSAS CITY, LLC,
a Delaware limited liability company
By:                        
Name:
Title:

PICK-N-PULL AUTO DISMANTLERS, LLC,
a California limited liability company
By:                        
Name:
Title:

PICK-N-PULL AUTO DISMANTLERS, NEVADA, LLC,
a Nevada limited liability company
By:                        
Name:
Title:

PICK-N-PULL AUTO DISMANTLERS, ST. LOUIS, LLC,
a Delaware limited liability company
By:                        
Name:
Title:



SCHNITZEER STEEL INDUSTRIES, INC.
CONTRIBUTION AGREEMENT



PICK-N-PULL AUTO DISMANTLERS, STOCKTON, LLC,
a California limited liability company
By:                        
Name:
Title:

PICK-N-PULL AUTO DISMANTLERS, VIRGINIA BEACH, LLC,
a Delaware limited liability company
By:                        
Name:
Title:

PICK-N-PULL NORTHWEST, LLC,
an Oregon limited liability company
By:                        
Name:
Title:

PROLERIDE TRANSPORT SYSTEMS, INC.,
a Delaware corporation
By:                        
Name:
Title:

PROLERIZED NEW ENGLAND COMPANY LLC,
a Delaware limited liability company
By:                        
Name:
Title:

ROW52, LLC,
a Delaware limited liability company
By:                        
Name:
Title:



SCHNITZEER STEEL INDUSTRIES, INC.
CONTRIBUTION AGREEMENT



SCHNITZER FRESNO, INC.,
an Oregon corporation
By:                        
Name:
Title:

SCHNITZER PUERTO RICO, INC.,
a Puerto Rico corporation
By:                        
Name:
Title:

SCHNITZER SOUTHEAST, LLC,
a Georgia limited liability company
By:                        
Name:
Title:

SCHNITZER STEEL HAWAII CORP.,
a Delaware corporation
By:                        
Name:
Title:

SSI BIG SKY LLC,
an Oregon limited liability company
By:                        
Name:
Title:

SSI BURBANK LLC,
a Washington limited liability company
By:                        
Name:
Title:

SCHNITZEER STEEL INDUSTRIES, INC.
CONTRIBUTION AGREEMENT



SSI NEVADA LLC,
a Nevada limited liability company
By:                        
Name:
Title:

U-PULL-IT, INC.,
a California corporation
By:                        
Name:
Title:





SCHNITZEER STEEL INDUSTRIES, INC.
CONTRIBUTION AGREEMENT



Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A.,
as Administrative Agent

By:                    
Name:
Title:






ANNEX 1
SUPPLEMENT
SUPPLEMENT NO. ____ dated as of __________________ (this “Supplement”), to the Second Amended and Restated Indemnity, Subrogation and Contribution Agreement dated as of April 6, 2016 (the “Contribution Agreement”) made among SCHNITZER STEEL INDUSTRIES, INC., an Oregon corporation (the “US Borrower”), SCHNITZER STEEL CANADA LTD., a British Columbia corporation (“Schnitzer Steel Canada”), the other parties identified as “Guarantors” on the signature pages thereto and such other parties that may become Guarantors thereunder after the date thereof (collectively with the US Borrower and Schnitzer Steel Canada, the “Guarantors” and individually, a “Guarantor”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, and together with its successors, the “Administrative Agent”).
A.    The US Borrower, Schnitzer Steel Canada and each other Canadian Borrower that may become a party thereto, the US Lenders from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, are parties to that certain Third Amended and Restated Credit Agreement dated as of April 6, 2016 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”).
B.    Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Contribution Agreement.
C.    The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Contribution Agreement in consideration for the Lenders (including the Swing Line Lender) and the L/C Issuers to make Credit Extensions under the Credit Agreement.
Accordingly, the New Guarantor agrees as follows:
1.    In accordance with Section 14 of the Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor under the Contribution Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the Contribution Agreement applicable to it as a Guarantor thereunder. Each reference to a “Guarantor” or a [“US Guarantor”][“Canadian Guarantor”] in the Contribution Agreement shall be deemed to include the New Guarantor. The Contribution Agreement is hereby incorporated herein by reference.
2.    This Supplement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Supplement by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Supplement.
3.    Except as expressly supplemented hereby, the Contribution Agreement shall remain in full force and effect.
4.    THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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5.    Any provision of this Supplement 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.
6.    All communications and notices hereunder shall be in writing and given as provided in Section 8 of the Contribution Agreement.



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IN WITNESS WHEREOF, the New Guarantor has executed this Supplement by its duly authorized officer as of the day and year first above written.
[NEW GUARANTOR]
By:                        
Name:
Title:
Accepted and agreed:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:                        
Name:
Title:







EXHIBIT K
FORM OF CANADIAN BORROWER
REQUEST AND ASSUMPTION AGREEMENT
Date: ___________, _____
To:    Bank of Montreal, as Canadian Lender
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
This Canadian Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.15 of that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Canadian Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Each of ______________________ (the “Applicant Borrower”) and the US Borrower hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Applicant Borrower is a Subsidiary of the US Borrower.
The documents required to be delivered to the Administrative Agent under Section 2.15 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement.
The true and correct unique identification number that has been issued to the Applicant Borrower by its jurisdiction of organization and the name of such jurisdiction are set forth below:
Identification Number    Jurisdiction of Organization
                                        
The parties hereto hereby confirm that with effect from the date of the Canadian Borrower Notice for the Applicant Borrower, the Applicant Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Applicant Borrower would have had if the Applicant Borrower had been an original party to the Credit Agreement as a Canadian Borrower. Effective as of the date of the Canadian Borrower Notice for the Applicant Borrower, the Applicant Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement.
The parties hereto hereby request that the Applicant Borrower be entitled to receive Canadian Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Applicant Borrower nor the US Borrower on its behalf shall have any right to request any Canadian Loans for its account unless




and until the effective date designated by the Administrative Agent in a Canadian Borrower Notice delivered to the US Borrower and the Lenders pursuant to Section 2.15 of the Credit Agreement.
This Canadian Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement.
THIS CANADIAN BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.





IN WITNESS WHEREOF, the parties hereto have caused this Canadian Borrower Request and Assumption Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
[APPLICANT BORROWER]

By:     
Name:     
Title:     


SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation

By:     
Name:     
Title:     







EXHIBIT L
FORM OF CANADIAN BORROWER NOTICE
Date: ___________, _____
To:    Schnitzer Steel Industries, Inc.
The Lenders party to the Credit Agreement referred to below
Ladies and Gentlemen:
This Canadian Borrower Notice is made and delivered pursuant to Section 2.15 of that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Canadian Borrower Notice and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
The Administrative Agent hereby notifies US Borrower and the Lenders that effective as of the date hereof [_________________________] shall be a Canadian Borrower and may receive Canadian Loans for its account on the terms and conditions set forth in the Credit Agreement.
This Canadian Borrower Notice shall constitute a Loan Document under the Credit Agreement.
BANK OF AMERICA, N.A.,
as Administrative Agent

By:     
Name:     
Title:     






EXHIBIT M
FORM OF LOSS SHARING AGREEMENT
AMENDED AND RESTATED LOSS SHARING AGREEMENT
This AMENDED AND RESTATED LOSS SHARING AGREEMENT (this “Agreement”) is entered into as of April 6, 2016 among each party identified as a “US Lender” on the signature pages hereto and such other parties that may become US Lenders after the date hereof (the “US Lenders” and individually, a “US Lender”), BANK OF MONTREAL, as a lender of Canadian Loans and an issuer of Canadian Letters of Credit (in such capacity, “Canadian Lender” and together with the US Lenders, collectively, the “Lenders” and individually, a “Lender”), each party identified as an “L/C Issuer” on the signature pages hereto and such other parties that may become L/C Issuers after the date hereof (the “L/C Issuers” and individually, an “L/C Issuer”), BANK OF AMERICA, N.A., as a lender of Swing Line Loans (in such capacity, “Swing Line Lender”), and BANK OF AMERICA, N.A., as administrative agent (in such capacity, and together with its successors as administrative agent for the Lenders, the “Administrative Agent”).
RECITALS
A.    Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada”), the lenders from time to time party thereto (the “Existing US Lenders”), Bank of Montreal, as Canadian lender (the “Existing Canadian Lender” and together with the Existing US Lenders, the “Existing Lenders”), Wells Fargo, as an l/c issuer (the “Existing Wells Fargo L/C Issuer”), and Bank of America, N.A., as administrative agent, swing line lender (in such capacity, the “Existing Swing Line Lender”) and an l/c issuer (in such capacity, the “Existing Bank of America L/C Issuer” and together with the Wells Fargo Existing L/C Issuer, the “Existing L/C Issuers”), are parties to that certain Second Amended and Restated Credit Agreement dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing Credit Agreement”) pursuant to which the Existing US Lenders have made revolving loans to the US Borrower, the Existing Swing Line Lender has made swing line loans to the US Borrower, the Existing L/C Issuers have issued letters of credit for the account of the US Borrower, and the Existing Canadian Lender has made revolving loans and letters of credit denominated in Canadian Dollars to the Canadian Borrowers.
B.    In connection with the Existing Lenders, the Existing L/C Issuers, Bank of America, N.A., as swing line lender, and Bank of America, N.A., as administrative agent, entered into or became a party to that certain Loss Sharing Agreement dated as of February 9, 2011 (as amended, restated, supplemented or otherwise modified, the “Existing Loss Sharing Agreement”).
C.    The US Borrower, Schnitzer Steel Canada and each other Canadian Borrower that may become a party thereto, the US Lenders from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, are parties to that certain Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), which Credit Agreement amended, restated and replaced the Existing Credit Agreement in its entirety.
D.    It is a condition precedent to each Lender’s, the Swing Line Lender’s and each L/C Issuer’s obligation to make its initial Credit Extension under the Credit Agreement that each Lender, the Swing Line Lender, each L/C Issuer and the Administrative Agent enter into this Agreement in order to implement a mechanism for the allocation and exchange of interests in the Obligations and collections thereunder among all Lenders, the Swing Line Lender and all L/C Issuers and to provide for equitable sharing of gains and losses under the Loan Documents.





NOW, THEREFORE, in consideration of the foregoing, each Lender, the Swing Line Lender, each L/C Issuer and the Administrative Agent hereby agrees to amend and restate the Existing Loss Sharing Agreement as follows:
1.    Definitions; Interpretation.
(a)    Terms Defined in Credit Agreement. All capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. References to US Lenders or any US Lender herein shall include the Swing Line Lender in its capacity as a Lender and as Swing Line Lender.
(b)    Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:
“CAM Exchange” means the exchange of the US Lenders’ interests and the Canadian Lender’s interests provided for in Section 2 of this Agreement.
“CAM Exchange Date” means the first date after the Third Restatement Date on which there shall occur (a) any Event of Default specified in Sections 8.01(g) or (h) of the Credit Agreement or (b) an acceleration of the Loans and other amounts owing or payable under the Credit Agreement and the other Loan Documents and termination of the Commitments pursuant to Sections 8.02(a)(i) and (a)(ii) of the Credit Agreement.
“CAM Percentage” means as to each Lender, a fraction, (a) the numerator of which shall be the aggregate amount of such Lender’s Commitments immediately prior to the CAM Exchange Date and the termination of the Commitments, and (b) the denominator of which shall be the amount of the Commitments of all the Lenders immediately prior to the CAM Exchange Date and the termination of the Commitments; provided that the Commitment of the Canadian Lender in excess of the Dollar Equivalent of C$15,000,000 shall be excluded from the numerator and the denominator for purposes of making a determination of the CAM Percentage.
“Credit Facilities” means the facilities established under the US Commitments and the Canadian Commitment, and “Credit Facility” means any one of such Credit Facilities.
“Designated Obligations” means all Obligations with respect to (a) principal and interest under the Loans, (b) Unreimbursed Amounts, including all L/C Borrowings, and payments made by the Canadian Lender under Canadian Letters of Credit and not yet reimbursed by the applicable Canadian Borrower, including all Canadian L/C Borrowings and interest thereon, and (c) fees under Sections 2.03(h), 2.04(h) and 2.10 of the Credit Agreement, whether or not the same shall at the time of any determination be due and payable under the terms of the Loan Documents.
(c)    Interpretation. The rules of construction and interpretation specified in Section 1.02 of the Credit Agreement also apply to this Agreement and are incorporated herein by this reference.
2.    CAM Exchange.
(a)    Exchange of Interests. On the CAM Exchange Date, (i) each US Lender shall fund its participation in any outstanding Swing Line Loans in accordance with Section 2.05(c) of the Credit Agreement; (ii) each US Lender shall fund its participation in any Unreimbursed Amounts, including all L/C Borrowings, in accordance with Section 2.04(d) of the Credit Agreement; (iii) the Lenders shall





automatically and without further act be deemed to have exchanged interests in the Designated Obligations (including, without limitation, exchanges between the Credit Facilities) such that, in lieu of the interests of each Lender in the Designated Obligations, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange; and (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent calculated as of the CAM Exchange Date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable under the Credit Agreement.
(b)    Payments. On the CAM Exchange Date, each Lender shall make payments in the applicable currency or currencies (or, if requested by the Administrative Agent, in Dollars) to the Administrative Agent to the extent necessary to give effect to the deemed exchange of interests pursuant to Section 2(a)(iii) above and the Administrative Agent shall reallocate among the Lenders the amounts so received by the Administrative Agent to give effect to such deemed exchange of interests.
(c)    Consent of Lenders. Each Lender and each Person acquiring a participation from any Lender as contemplated by Section 10.06(e) of the Credit Agreement hereby consents and agrees to the CAM Exchange.
(d)    Disbursements. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders on a pro rata basis in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by Section 2(e) below). Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.
(e)    Letters of Credit. In the event that, on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement under a Letter of Credit by a L/C Issuer that is not reimbursed by the US Borrower or the making of a disbursement under a Canadian Letter of Credit by the Canadian Lender that is not reimbursed by the applicable Canadian Borrower, then (i) in the case of a disbursement under a Letter of Credit by a L/C Issuer that is not reimbursed by the US Borrower, each US Lender shall, in accordance with Section 2.04(c) of the Credit Agreement, promptly pay its Applicable Percentage of the Unreimbursed Amount (without giving effect to the CAM Exchange) to the applicable L/C Issuer, (ii) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such disbursement and the making of such advances by the applicable Lenders and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations (and the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent of such amount in accordance with Section 2(a) above), and (iii) in the event distributions shall have been made in respect of the Designated Obligations following the CAM Exchange Date as contemplated by clause (ii) above, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each such disbursement and payment by such applicable Lender in respect of such unreimbursed payment been outstanding on the CAM Exchange Date. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive, absent manifest error.





3.    Obligations Absolute. Each Lender’s obligation to exchange its interests pursuant to the CAM Exchange shall be absolute and unconditional and shall not be affected by any circumstance including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any other Lender, the Swing Line Lender, any L/C Issuer, any Loan Party or any other Person for any reason whatsoever, (b) the occurrence or continuance of a Default, (c) any adverse change in the condition (financial or otherwise) of any Loan Party or any other Person, (d) any breach of the Credit Agreement by any Loan Party, any Lender, the Swing Line Lender, any L/C Issuer or any other Person, or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
4.    Taxes. Notwithstanding any other provision of this Agreement, the Administrative Agent and each Lender, the Swing Line Lender and each L/C Issuer agree that if the Administrative Agent or any Lender, the Swing Line Lender or any L/C Issuer is required under applicable Law to withhold or deduct any Taxes or other amounts from payments made by it hereunder or as a result hereof to the Administrative Agent or any Lender, the Swing Line Lender or any L/C Issuer, such Person shall be entitled to withhold or deduct such amounts and pay over such Taxes or other amounts to the applicable Governmental Authority imposing such Tax without any obligation to indemnify the Administrative Agent or any Lender with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by the Administrative Agent or any Lender, the Swing Line Lender or any L/C Issuer subject to such withholding to the Administrative Agent or any other Lender, the Swing Line Lender or any L/C Issuer making such withholding and paying over such amounts, but without diminution of the rights of the Administrative Agent or such Lender, the Swing Line Lender or such L/C Issuer subject to such withholding as against the US Borrower, the Canadian Borrowers and the other Loan Parties to the extent (if any) provided in this Agreement, the Credit Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purposes of this Agreement, having been paid to the Administrative Agent or such Lender, the Swing Line Lender or such L/C Issuer with respect to which such withholding or deduction was made.
5.    Representations and Warranties. Each Lender, the Swing Line Lender and each L/C Issuer represents and warrants to each party hereto that:
(a)    Existence and Power. Such Person (i) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and (ii) has all requisite power and authority and all governmental licenses, authorizations, consents and approvals to execute, deliver, and perform its obligations under this Agreement.
(b)    Binding Effect. This Agreement has been duly executed and delivered by such Person. This Agreement constitutes a legal, valid and binding obligation of such Person, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally.
6.    Termination. This Agreement shall survive and be in full force and effect until (a) the payment in full in cash and performance of all Designated Obligations (other than contingent indemnification obligations for which no claim has been asserted) and, at the time of payment, there is no basis for defeasance, disgorgement, repayment or return for any reason whatsoever, (b) the termination of all Commitments and (c) either (i) the cancellation and return to applicable L/C Issuer of all Letters of Credit and the cancellation and return to the Canadian Lender of all Canadian Letters of Credit or (ii) the Cash Collateralization of all Letters of Credit and Canadian Letters of Credit in an amount and in the manner required by the Credit Agreement.





7.    No Waiver; Cumulative Remedies. No failure by the Administrative Agent, any Lender, the Swing Line Lender or any L/C Issuer to exercise, and no delay in exercising, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver of any single breach or default under this Agreement shall be deemed a waiver of any other breach or default. The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuers.
8.    Costs and Expenses; Indemnification; Other Charges.
(a)    Costs and Expenses. The Lenders, the Swing Line Lender and the L/C Issuers jointly and severally agree to pay upon demand to the Administrative Agent the amount of any and all fees, costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with (i) the exercise, enforcement or protection of any of the rights of the Administrative Agent or the other Persons party hereto under this Agreement or (ii) the failure of any Lender, the Swing Line Lender or any L/C Issuer to perform or observe any its obligations under this Agreement.
(b)    Indemnification. The Lenders, the Swing Line Lender and the L/C Issuers jointly and severally agree to indemnify and hold harmless the Administrative Agent and its Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with this Agreement or the transactions contemplated hereby or any action taken or omitted to be taken by it hereunder (the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The agreements in this subsection (b) shall survive the repayment, satisfaction or discharge of all the Designated Obligations.
(c)    Payments. All amounts due under this Section 8 shall be payable within ten (10) days of written demand therefor. If any amount payable by any Person under this Agreement is not paid when due, such amount thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Base Rate plus 2% per annum to the fullest extent permitted by applicable Laws.
9.    Successor and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. For the avoidance of doubt, (a) each Person that becomes a Lender after the date hereof pursuant to Section 10.06 of the Credit Agreement or that becomes a Lender pursuant to any Assignment and Assumption shall be a party and subject to this Agreement as if an original signatory hereto, and (b) each Person that becomes an L/C Issuer after the date hereof pursuant to the Credit Agreement shall be a party and subject to this Agreement as if an original signatory hereto.
10.    Governing Law; Submission to Jurisdiction; Etc. The terms of Sections 10.14 and 10.15 of the Credit Agreement with respect to governing law, submission to jurisdiction, waiver of venue, service





of process and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
11.    Amendments, Etc. No amendment or waiver of any provision of this Agreement, and no consent to any departure by any party therefrom, shall be effective unless in writing signed by each party hereto.
12.    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
13.    Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
[signature pages follow]







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
US LENDERS:
BANK OF AMERICA, N.A.,
as a US Lender
By:                    
Name:
Title:






JPMORGAN CHASE BANK, N.A.,
as a US Lender
By:                        
Name:
Title:







KEYBANK, NATIONAL ASSOCIATION,
as a US Lender
By:                        
Name:
Title:






BANK OF MONTREAL, CHICAGO BRANCH,
as a US Lender
By:                        
Name:
Title:






PNC BANK, NATIONAL ASSOCIATION,
as a US Lender
By:                        
Name:
Title:






WASHINGTON FEDERAL,
as a US Lender
By:                        
Name:
Title:






FIRST HAWAIIAN BANK,
as a US Lender
By:                        
Name:
Title:






HOMESTREET BANK, A WASHINGTON STATE CHARTERED COMMERCIAL BANK,
as a US Lender
By:                        
Name:
Title:







UMPQUA BANK,
as a US Lender
By:                        
Name:
Title:






BANNER BANK,
as a US Lender
By:                        
Name:
Title:







CANADIAN LENDER:
BANK OF MONTREAL,
as the Canadian Lender
By:                    
Name:
Title:







L/C ISSUER:
BANK OF AMERICA, N.A.,
as an L/C Issuer
By:                    
Name:
Title:







SWING LINE LENDER:
BANK OF AMERICA, N.A.,
as the Swing Line Lender
By:                    
Name:
Title:







ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:                    
Name:
Title:







EXHIBIT N
FORM OF JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this “Agreement”), dated as of [__________, ____], is by and between [_____________________, a ______________________] (the “Subsidiary Guarantor”) and Bank of America, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and reference is made thereto for full particulars of the matters described therein. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.
The Loan Parties are required by Section 6.12 of the Credit Agreement to cause the Subsidiary Guarantor to deliver this Agreement. Accordingly, the Subsidiary Guarantor hereby agrees as follows with the Administrative Agent, for the benefit of the holders of the Obligations:
1.    The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Security Agreement, and shall have all the obligations of a “Grantor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby grants to the Administrative Agent, for the benefit of the holders of the Obligations, a continuing security interest in, and a right of set off against any and all right, title and interest of the Subsidiary Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of the Subsidiary Guarantor.
2.    The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each other Loan Document and the schedules and exhibits thereto. The Subsidiary Guarantor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Obligations, that as of the date hereof:
(a)    (i) The Subsidiary Guarantor has no Material Subsidiaries other than those specifically disclosed in Part (a) of Schedule 1, (ii) all of the outstanding Equity Interests in such Material Subsidiaries have been validly issued, are fully paid and nonassessable and (iii) the Equity Interests in such Material Subsidiaries and the amounts thereof owned by the Subsidiary Guarantor are specified on Part (a) of Schedule 1, free and clear of all Liens. The Subsidiary Guarantor has no equity investments in any other corporation or entity in excess of $5,000,000 other than those specifically disclosed in Part (b) of Schedule 1.
(b)    Set forth on Schedule 2 is a list of all real property located in the United States that is owned or leased by the Subsidiary Guarantor; provided, that (i) with respect to owned real property, such list shall only include owned real property with a net book value in excess of $1,000,000, and (ii) with respect to leased real property, such list shall only include leased real property with annual




lease payments (with respect to each such individual leased real property) in excess of $250,000 per year.
(c)    Set forth on Schedule 3 is the jurisdiction of organization, chief executive office, exact legal name, U.S. tax payer identification number and organizational identification number of the Subsidiary Guarantor.
(d)    Except as set forth on Schedule 4, the Subsidiary Guarantor has not during the five years preceding the date hereof (i) changed its legal name, (ii) changed its state of organization or (iii) been party to a merger, consolidation or other change in structure.
(e)    The Subsidiary Guarantor owns, or possesses the right to use, all of the IP Rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except where the failure to own or possess the right to use such IP Rights could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Subsidiary Guarantor, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Subsidiary Guarantor or any of its Subsidiaries infringes upon any rights held by any other Person, except for any infringement that could not reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Subsidiary Guarantor, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
3.    The address and contact information of the Subsidiary Guarantor for purposes of all notices and other communications is [__].
4.    The Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Loan Documents in order to effect the purposes of this Agreement.
5.    This Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
6.    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 10.14 and 10.15 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, the Subsidiary Guarantor has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the holders of the Obligations, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
SUBSIDIARY GUARANTOR:
[SUBSIDIARY GUARANTOR],
a ______________________
By:    
Name:    
Title:    
Acknowledged, accepted and agreed:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:    
Name:    
Title:    

Schedule 1
Subsidiaries and Other Equity Investments


Schedule 2
Owned and Leased Property


Schedule 3
Subsidiary Guarantor Information


Schedule 4
Changes in Legal Name; Changes in State of Organization; Mergers


Schedule 5
Intellectual Property Matters


EXHIBIT O
FORM OF NOTICE OF LOAN PREPAYMENT
TO:
Bank of America, N.A., as [Administrative Agent][and Swing Line Lender]
RE:
Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
DATE:
[Date]
    
The US Borrower hereby notifies the Administrative Agent [and the Swing Line Lender] that on _____________ pursuant to the terms of Section 2.06 of the Credit Agreement, the US Borrower intends to prepay/repay the following Loans as more specifically set forth below:
Voluntary prepayment of Committed Loans in the following amount(s):
Base Rate Loans: $            
Eurocurrency Rate Loans: $            
In the following Alternative Currency:            
Applicable Interest Period(s):                
Voluntary prepayment of Swing Line Loans in the following amount: $        
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation


By:                        
Name:
Title:


EXHIBIT P
FORM OF LETTER OF CREDIT REPORT

TO:
Bank of America, N.A., as Administrative Agent
RE:
Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
DATE:
[Date]
    
The undersigned, [insert name of L/C Issuer] (the “L/C Issuer”) hereby delivers this report to the Administrative Agent, pursuant to the terms of Section 2.04(l) of the Credit Agreement.
The L/C Issuer plans to issue, amend, renew, increase or extend the follow Letter(s) of Credit on [insert date].
L/C No.
Maximum Face
Amount
Current Face
Amount
Currency
Beneficiary Name
Issuance Date
Expiry Date
Auto Renewal
Date of Amendment
Amount of Amendment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[The L/C Issuer made a payment, with respect to L/C No. _______, on [insert date] in the amount of [$]__]. [The US Borrower failed to reimburse the L/C Issuer for a payment made in the amount of [$][__] pursuant to L/C No. ______ on [insert date of such failure], with respect to L/C No. _______.]
Set forth in the table below is a description of each Letter of Credit issued by the undersigned and outstanding on the date hereof.
L/C No.
Maximum Face
Amount
Current Face
Amount
Currency
Beneficiary Name
Issuance Date
Expiry Date
Auto Renewal
Date of Amendment
Amount of Amendment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

The undersigned duly appointed officer of the L/C Issuer caused this Letter of Credit Report to be executed as of the date first above written.
[L/C ISSUER],
as L/C Issuer
By:    
Name:    
Title:    







EXHIBIT Q
FORM OF NOTICE OF ADDITIONAL L/C ISSUER

TO:
Bank of America, N.A., as Administrative Agent
RE:
Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
DATE:
[Date]
    
[Insert Name of additional L/C Issuer] (the “Lender”), a Lender under the Credit Agreement and the US Borrower hereby provide notice to the Administrative Agent and the L/C Issuer(s) pursuant to the terms of Section 2.04(m) of the Credit Agreement that the Lender wishes to become an L/C Issuer under the Credit Agreement.
It is hereby agreed that upon receipt by the Administrative Agent of a fully executed copy of this Notice, the Lender shall be deemed an L/C Issuer under the Credit Agreement. In connection with the delivery of this Notice of Additional L/C Issuer, the Lender has executed and delivered to the Administrative Agent a joinder, in form and substance satisfactory to the Administrative Agent, to the Loss Sharing Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







The undersigned duly appointed officers have caused this Notice of Additional L/C Issuer to be executed as of the date first above written.
SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation


By:                        
Name:
Title:
[US LENDER]
By:                        
Name:
Title:
Acknowledged and Agreed:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:                        
Name:
Title:
BANK OF AMERICA, N.A.,
as an L/C Issuer
By:                        
Name:
Title:
[INSERT OTHER L/C ISSUER],
as an L/C Issuer
By:                        
Name:
Title:







EXHIBIT R
FORM OF SECURED PARTY DESIGNATION NOTICE

Date: _________, _____
To:
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:

THIS SECURED PARTY DESIGNATION NOTICE is made by _______________________, a ______________ (the “Designor”), to BANK OF AMERICA, N.A., as Administrative Agent under that certain Credit Agreement referenced below (in such capacity, the “Administrative Agent”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, Schnitzer Steel Industries, Inc., an Oregon corporation (the “US Borrower”), Schnitzer Steel Canada Ltd., a British Columbia corporation (“Schnitzer Steel Canada” and together with certain Subsidiaries of the US Borrower party thereto pursuant to Section 2.15 of the Credit Agreement, collectively, the “Canadian Borrowers” and individually, a “Canadian Borrower”), each US Lender from time to time party thereto, Bank of Montreal, as Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, have entered into that certain Third Amended and Restated Credit Agreement, dated as of April 6, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) pursuant to which certain loans and financial accommodations have been made to the US Borrower and the Canadian Borrowers;

WHEREAS, in connection with the Credit Agreement, a Lender or Affiliate of a Lender is permitted to designate its [Cash Management Agreement][Swap Contract] as a [“Secured Cash Management Agreement”][“Secured Hedge Agreement”] under the Credit Agreement and the Collateral Documents;

WHEREAS, the Credit Agreement requires that the Designor deliver this Secured Party Designation Notice to the Administrative Agent; and

WHEREAS, the Designor has agreed to execute and deliver this Secured Party Designation Notice:

1.    Designation. The Designor hereby designates the [Cash Management Agreement][Swap Contract] described on Schedule 1 hereto to be a [“Secured Cash Management Agreement”][“Secured Hedge Agreement”] and hereby represents and warrants to the Administrative Agent that such [Cash Management Agreement][Swap Contract] satisfies all the requirements under the Loan Documents to be so designated. By executing and delivering this Secured Party Designation Notice, the Designor, as provided in the Credit Agreement, hereby agrees to be bound by all of the provisions of the Loan Documents which are applicable to it as a provider of a [Secured Cash Management Agreement][Secured Hedge Agreement] and hereby (a) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to enter into this Secured Party Designation Notice, (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto (including, without limitation, the provisions of Section 9.01 of the Credit Agreement), and (c) agrees that it will be bound by the provisions of the Loan Documents





and will perform in accordance with its terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a provider of a [Cash Management Agreement][Swap Contract]. Without limiting the foregoing, the Designor agrees to indemnify the Administrative Agent as contemplated by Section 10.04(c) of the Credit Agreement.

2.    GOVERNING LAW. THIS SECURED PARTY DESIGNATION NOTICE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[signature pages follow]







IN WITNESS WHEREOF, the undersigned have caused this Secured Party Designation Notice to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.


DESIGNOR:

By:                    
Name:                    
Title:                    


BANK OF AMERICA, N.A.,
as Administrative Agent

By:                    
Name:                    
Title:                    




Schedule 1
To Secured Party Designation Notice



Exhibit
Exhibit 10.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of April 6, 2016 among Schnitzer Steel Industries, Inc. (the “US Borrower”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the US Borrower, each individually a “Grantor”, and collectively, the “Grantors”) and Bank of America, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the holders of the Obligations.

RECITALS

WHEREAS, pursuant to that certain Third Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among the US Borrower, the Canadian Borrowers, the US Lenders, the Canadian Lender, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, the US Lenders have agreed to make Committed Loans, the Swing Line Lender has agreed to make Swing Line Loans, the L/C Issuers have agreed to issue Letters of Credit, and the Canadian Lender has agreed to make Canadian Loans and issue Canadian Letters of Credit upon the terms and subject to the conditions set forth therein; and

WHEREAS, this Agreement is required by the terms of the Credit Agreement.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Definitions.

(a)    Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

(b)    The rules of construction specified in Section 1.02 of the Credit Agreement are incorporated herein mutatis mutandis.

(c)    The following terms shall have the meanings set forth in the UCC (as defined in the Credit Agreement): Account, Account Debtor, Equipment, Inventory, and Proceeds.

(d)    In addition, the following term shall have the meaning set forth below:

“Collateral” has the meaning provided in Section 2 hereof.

2.    Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all Equipment; (c) all Inventory; and (d) all Proceeds of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to, and the Collateral shall not include, Excluded Property.





The Grantors and the Administrative Agent, on behalf of the holders of the Obligations, hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising.

Notwithstanding anything in this Agreement to the contrary, (i) neither creation or perfection of pledges of or security interests in, nor the obtaining of legal opinions or other deliverables with respect to, particular assets of any Grantor shall be required, if, and for so long as and to the extent that the Administrative Agent and the US Borrower agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (ii) Liens required to be granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Third Restatement Date, (iii) no perfection actions shall be required with respect to motor vehicles and other assets subject to certificates of title and (iv) in no event shall notices be required to be sent to contractual third parties prior to an enforcement event following the occurrence and continuation of an Event of Default. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. For the avoidance of doubt, no perfection actions shall be required other than the filing of UCC financing statements or PPSA financing statements.

3.    Representations and Warranties. Each Grantor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Obligations, that:

(a)    Ownership. Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.

(b)    Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Obligations, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Liens permitted pursuant to Section 7.01 of the Credit Agreement.

(c)    Accounts. (i) Each Account of the Grantors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered by such Grantor (or is in the process of being delivered) or (B) services theretofore actually rendered by such Grantor to, the Account Debtor named therein, (iii) no surety bond was required or given in connection with any Account of a Grantor or the contracts or purchase orders out of which they arose and (iv) the right to receive payment under each Account is assignable.

(d)    Equipment and Inventory. With respect to any Equipment and/or Inventory of a Grantor with a value in excess of $500,000, each such Grantor has exclusive possession and control of such Equipment and Inventory of such Grantor except for (i) Equipment leased by such Grantor as a lessee, (ii) Equipment or Inventory in transit, (iii) Equipment consisting of rolling stock, bins, trailers, barges, processing equipment or similar like equipment or (iv) Equipment and/or Inventory in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor to

2



the extent such Grantor has complied with Section 4(c). Except as otherwise previously disclosed to the Administrative Agent, no Inventory of a Grantor is held by a Person other than a Grantor pursuant to consignment, sale or return, sale on approval or similar arrangement. None of such Inventory is subject to any licensing, patent, trademark, trade name or copyright with any Person that restricts any Grantor’s ability to use, manufacture, lease, sell or otherwise dispose of such Inventory. The completion of the manufacturing process of such Inventory by a Person other than the applicable Grantor would be permitted under any contract to which such Grantor is a party or to which the Inventory is subject. None of the Inventory is subject to a lease agreement.

(e)    Contracts; Agreements; Licenses. No Grantor has any material contracts, material agreements or material licenses with respect to the Collateral which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein, other than material contracts, agreements or licenses with government entities.

(f)    Consents; Etc. No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or any other Person (including, without limitation, any stockholder, member or creditor of such Grantor), is necessary or required for (i) the grant by such Grantor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC) or (iii) the exercise by the Administrative Agent or the holders of the Obligations of the rights and remedies provided for in this Agreement, except for (A) the filing or recording of UCC financing statements, and (B) consents, authorizations, filings or other actions which have been obtained or made.

4.    Covenants. Each Grantor covenants that until such time as the Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, such Grantor shall:

(a)    Maintenance of Perfected Security Interest; Further Information.

(i)    Maintain the security interest created by this Agreement as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 7.01 of the Credit Agreement) and defend such security interest against the claims and demands of all Persons whomsoever (other than the holders of Liens permitted pursuant to Section 7.01 of the Credit Agreement).

(ii)    From time to time furnish to the Administrative Agent upon the Administrative Agent’s reasonable request, statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail.

(b)    Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder, including such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including

3



continuation statements), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file in the name of such Grantor any financing statements, or amendments and supplements to financing statements, or renewal financing statements which in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same.

(c)    Collateral Held by Warehouseman, Bailee, etc.

(i)    Upon the reasonable request of the Administrative Agent, with respect to any Collateral that is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor, (A) notify such Person in writing of the Administrative Agent’s security interest for the benefit of the holders of the Obligations in such Collateral, (B) instruct such Person to hold all such Collateral for the Administrative Agent’s account and subject to the Administrative Agent’s instructions and (C) use reasonable efforts to obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent and (2) such other documentation required by the Administrative Agent (including, without limitation, subordination and access agreements).

(ii)    Upon the reasonable request of the Administrative Agent, perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the benefit of the holders of the Obligations.

(d)    Inventory. With respect to the Inventory of each Grantor:

(i)    At all times maintain inventory records reasonably satisfactory to the Administrative Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory and such Grantor’s cost therefore and daily withdrawals therefrom and additions thereto.

(ii)    Produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable Laws.

4




(iii)    Such Grantor shall not, at any time, permit any Inventory to be subject to a lease agreement.

(e)    Treatment of Accounts. None of the Grantors will, without the Administrative Agent’s prior written consent, grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, other than as (i) normal and customary in the ordinary course of a Grantor’s business and (ii) as permitted under the Credit Agreement.

(f)    Books and Records. Mark its books and records to reflect the security interest granted pursuant to this Agreement.

(g)    Nature of Collateral. At all times maintain the Collateral as personal property and not affix any of the Collateral to any real property in a manner which would change its nature from personal property to real property.

5.    Authorization to File Financing Statements. Each Grantor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC (including authorization to describe the Collateral).

6.    Advances. On failure of any Grantor to perform any of the covenants and agreements contained herein or in any other Loan Document, the Administrative Agent may, at its sole option and in its sole discretion, after ten (10) business days prior written notice to each applicable Grantor and opportunity to cure, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Administrative Agent may make for the protection of the security hereof or which may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by the Grantors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any Default or Event of Default. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

7.    Remedies.

(a)    General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent, on behalf of the holders of the Obligations, shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Obligations, or by any applicable Law (including, but not limited to, levy

5



of attachment, garnishment and the rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Grantors hereby waives to the fullest extent permitted by Law, at any place and time or times, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels any or all Collateral held by or for it at public or private sale, at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for money, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the US Borrower in accordance with the notice provisions of Section 10.02 of the Credit Agreement at least ten (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable Law, any holder of the Obligations may be a purchaser at any such sale. To the extent permitted by applicable Law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable Law, the Administrative Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by Law, be made at the time and place to which the sale was postponed, or the Administrative Agent may further postpone such sale by announcement made at such time and place.

(b)    Remedies Relating to Accounts.

(i)    Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (A) promptly upon the reasonable request of the Administrative Agent, each Grantor shall instruct all Account Debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent and (B) the Administrative Agent

6



shall have the right to enforce any Grantor’s rights against its customers and Account Debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and Account Debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Obligations in the Accounts.

(ii)    Upon the occurrence of an Event of Default and during the continuation thereof, each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. Neither the Administrative Agent nor the holders of the Obligations shall have any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance.

(iii)    Upon the occurrence of an Event of Default and during the continuation thereof, (A) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (B) upon the Administrative Agent’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (C) the Administrative Agent in its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.

(c)    Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have the right to enter and remain upon the various premises of the Grantors without cost or charge to the Administrative Agent, and use the same, together with materials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.

(d)    Nonexclusive Nature of Remedies. Failure by the Administrative Agent or the holders of the Obligations to exercise any right, remedy or option under this Agreement, any other Loan Document, any other document relating to the Obligations, or as provided by Law, or any delay by the Administrative Agent or the holders of the Obligations in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is

7



in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Administrative Agent or the holders of the Obligations shall only be granted as provided herein. To the extent permitted by Law, neither the Administrative Agent, the holders of the Obligations, nor any party acting as attorney for the Administrative Agent or the holders of the Obligations, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder as determined by a final non-appealable judgment of a court of competent jurisdiction. The rights and remedies of the Administrative Agent and the holders of the Obligations under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Administrative Agent or the holders of the Obligations may have.

(e)    Retention of Collateral. In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of the Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Obligations for any reason.

(f)    Waiver; Deficiency. Each Grantor hereby waives, to the extent permitted by applicable Laws, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable Laws in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the holders of the Obligations are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate, together with the costs of collection and the fees, charges and disbursements of counsel. Any surplus remaining after the full payment and satisfaction of the Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

8.    Rights of the Administrative Agent.

(a)    Power of Attorney. In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the Administrative Agent, on behalf of the holders of the Obligations, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence of an Event of Default and during the continuation thereof:

(i)    to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably determine in respect of or arising out of the Collateral;

(ii)    to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;

(iii)    to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate in respect of or arising out of the Collateral;


8



(iv)    to receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of such Grantor on behalf of and in the name of such Grantor, or securing, or relating to such Collateral;

(v)    to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes;

(vi)    to adjust and settle claims under any insurance policy relating thereto;

(vii)    to execute and deliver all assignments, conveyances, statements, financing statements, continuation financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated herein in respect of or arising out of the Collateral;

(viii)    to institute any foreclosure proceedings that the Administrative Agent may deem appropriate in respect of or arising out of the Collateral;

(ix)    to sign and endorse any drafts, assignments, proxies, verifications, notices and other documents relating to the Collateral;

(x)    to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;

(xi)    to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;

(xii)    to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; and

(xiii)    to do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral.

This power of attorney is a power coupled with an interest and shall be irrevocable until such time as the Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. This power

9



of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral and shall not impose any duty upon the Administrative Agent or any other holder of the Obligations to exercise any such powers.

(b)    Assignment by the Administrative Agent. The Administrative Agent may from time to time assign the Obligations to a successor Administrative Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of the rights and remedies of the Administrative Agent under this Agreement in relation thereto.

(c)    The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Administrative Agent shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any steps to clean, repair or otherwise prepare the Collateral for sale.

(d)    Liability with Respect to Accounts. Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of the Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any holder of the Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of the Obligations be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(e)    Releases of Collateral. If any Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases and other documents, and take such other action, reasonably necessary for the release of the Liens created hereby or by any other Collateral Document on such Collateral.


10



9.    Application of Proceeds. Upon the acceleration of the Obligations pursuant to Section 8.02 of the Credit Agreement, any payments in respect of the Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any holder of the Obligations in cash or cash equivalents will be applied in reduction of the Obligations in the order set forth in Section 8.03 of the Credit Agreement.
    
10.    Continuing Agreement.

(a)    This Agreement shall remain in full force and effect until such time as the Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Administrative Agent shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination.

(b)    This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Obligations as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Obligations.

11.    Amendments; Waivers; Modifications, etc. This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 10.01 of the Credit Agreement.

12.    Successors in Interest. This Agreement shall be binding upon each Grantor, its successors and assigns and shall inure, together with the rights and remedies of the Administrative Agent and the holders of the Obligations hereunder, to the benefit of the Administrative Agent and the holders of the Obligations and their successors and permitted assigns.

13.    Notices. All notices required or permitted to be given under this Agreement shall be in conformance with Section 10.02 of the Credit Agreement.

14.    Counterparts. This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

15.    Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

16.    Governing Law; Submission to Jurisdiction; Waiver of Venue; Waiver of Jury Trial. The terms of Sections 10.14 and 10.15 of the Credit Agreement with respect to governing law, submission to

11



jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

17.    Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

18.    Entirety. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuers constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

19.    Other Security. To the extent that any of the Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default and during the continuation thereof, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Obligations or any of the rights of the Administrative Agent or the holders of the Obligations under this Agreement, under any other of the Loan Documents or under any other document relating to the Obligations.

20.    Joinder. At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and delivering to the Administrative Agent a Joinder Agreement. Immediately upon such execution and delivery of such Joinder Agreement (and without any further action), each such additional Person will become a party to this Agreement as a “Grantor” and have all of the rights and obligations of a Grantor hereunder and this Agreement shall be deemed amended by such Joinder Agreement.

21.    Joint and Several Obligations of Grantors.

(a)    Each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.

(b)    Each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligor, joint and several liability with the other Grantors with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that (i) all the Obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them and (ii) a separate action may be brought against each Grantor to enforce this Agreement whether or not any Borrower, any other Grantor or any other person or entity is joined as a party.

(c)    Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents, to the extent the obligations of a Grantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal

12



law relating to fraudulent conveyances or transfers) then the obligations of such Grantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, Debtor Relief Laws).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



13



Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:                SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By:/s/Peter B. Saba                
Name:    Peter B. Saba
Title:    Senior Vice President

AUTO PARTS GROUP SOUTHWEST, LLC,
a Delaware limited liability company
By:/s/Steven Heiskell            
Name:    Steven Heiskell
Title:    President

CASCADE STEEL ROLLING MILLS, INC.,
an Oregon corporation
By:/s/Richard D. Peach                
Name:    Richard D. Peach
Title:    Treasurer

EDMAN CORP.,
an Oregon corporation
By:/s/Richard D. Peach                
Name:    Richard D. Peach
Title:    Treasurer

GENERAL METALS OF TACOMA, INC.,
a Washington corporation
By:/s/Richard D. Peach                
Name:    Richard D. Peach
Title:    Treasurer

JOINT VENTURE OPERATIONS, INC.,
a Delaware corporation
By:/s/W. Brandon Peele            
Name:    W. Brandon Peele
Title:    Treasurer


SCHNITZER STEEL INDUSTRIES, INC.
SECURITY AGREEMENT



MANUFACTURING MANAGEMENT, INC.,
an Oregon corporation
By:/s/Richard D. Peach                
Name:    Richard D. Peach
Title:    Treasurer

METALS RECYCLING L.L.C.,
a Rhode Island limited liability company
By: Joint Venture Operations, Inc.
Its: Sole Member

By:/s/W. Brandon Peele                
Name:    W. Brandon Peele
Title:    Treasurer

NORPROP, INC.,
an Oregon corporation
By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PICK A PART, INC.,
a Washington corporation
By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PICK AND PULL AUTO DISMANTLING, INC.,
a California corporation
By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President



SCHNITZER STEEL INDUSTRIES, INC.
SECURITY AGREEMENT



PICK-N-PULL AUTO DISMANTLERS, A CALIFORNIA GENERAL PARTNERSHIP,
a California general partnership
By: Norprop, Inc.
Its: General Partner

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PICK-N-PULL AUTO DISMANTLERS, COLUMBUS, LLC,
a Delaware limited liability company
By: Norprop, Inc.
Its: Sole Member

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PICK-N-PULL AUTO DISMANTLERS, KANSAS CITY, LLC,
a Delaware limited liability company
By: Norprop, Inc.
Its: Sole Member

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PICK-N-PULL AUTO DISMANTLERS, LLC,
a California limited liability company
By: Norprop, Inc.
Its: Member

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President



SCHNITZER STEEL INDUSTRIES, INC.
SECURITY AGREEMENT



PICK-N-PULL AUTO DISMANTLERS, NEVADA, LLC,
a Nevada limited liability company
By: Norprop, Inc.
Its: Member

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PICK-N-PULL AUTO DISMANTLERS, ST. LOUIS, LLC,
a Delaware limited liability company
By: Norprop, Inc.
Its: Sole Member

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PICK-N-PULL AUTO DISMANTLERS, STOCKTON, LLC,
a California limited liability company
By: Norprop, Inc.
Its: Sole Member

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PICK-N-PULL AUTO DISMANTLERS, VIRGINIA BEACH, LLC,
a Delaware limited liability company
By: Norprop, Inc.
Its: Sole Member

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President



SCHNITZER STEEL INDUSTRIES, INC.
SECURITY AGREEMENT



PICK-N-PULL NORTHWEST, LLC,
an Oregon limited liability company
By: Norprop, Inc.
Its: Member

By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

PROLERIDE TRANSPORT SYSTEMS, INC.,
a Delaware corporation
By:/s/Michael R. Henderson            
Name:    Michael R. Henderson
Title:    President

PROLERIZED NEW ENGLAND COMPANY LLC,
a Delaware limited liability company
By: Proleride Transport Systems, Inc.
Its: Managing Member

By:/s/Michael R. Henderson            
Name:    Michael R. Henderson
Title:    President

ROW52, LLC,
a Delaware limited liability company
By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President

SCHNITZER FRESNO, INC.,
an Oregon corporation
By:/s/Richard D. Peach                
Name:    Richard D. Peach
Title:    Treasurer



SCHNITZER STEEL INDUSTRIES, INC.
SECURITY AGREEMENT



SCHNITZER SOUTHEAST, LLC,
a Georgia limited liability company
By: Schnitzer Steel Industries, Inc.
Its: Manager

By:/s/ Peter B. Saba                
Name:    Peter B. Saba
Title:    Senior Vice President

SCHNITZER STEEL HAWAII CORP.,
a Delaware corporation
By:/s/Richard D. Peach                
Name:    Richard D. Peach
Title:    Treasurer

SSI BIG SKY LLC,
an Oregon limited liability company
By: Schnitzer Steel Industries, Inc.
Its: Sole Member

By:/s/ Peter B. Saba                
Name:    Peter B. Saba
Title:    Senior Vice President

SSI BURBANK LLC,
a Washington limited liability company
By: Schnitzer Steel Industries, Inc.
Its: Sole Member

By:/s/ Peter B. Saba                
Name:    Peter B. Saba
Title:    Senior Vice President



SCHNITZER STEEL INDUSTRIES, INC.
SECURITY AGREEMENT



SSI NEVADA LLC,
a Nevada limited liability company
By: Schnitzer Steel Industries, Inc.
Its: Sole Member

By:/s/Peter B. Saba                
Name:    Peter B. Saba
Title:    Senior Vice President

U-PULL-IT, INC.,
a California corporation
By:/s/Steven Heiskell                
Name:    Steven Heiskell
Title:    President






SCHNITZER STEEL INDUSTRIES, INC.
SECURITY AGREEMENT



Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A.,
as Administrative Agent

By:/s/Anthea Del Bianco            
Name:    Anthea Del Bianco
Title:    Vice President



SCHNITZER STEEL INDUSTRIES, INC.
SECURITY AGREEMENT

Exhibit
Exhibit 10.3

GENERAL SECURITY AGREEMENT
SCHNITZER STEEL CANADA LTD.

TO:
Bank of America, N.A. in its capacity as collateral agent (the "Agent") for and on behalf of and for the benefit of the Secured Parties (as defined below)
DATE:
April 6, 2016
RECITALS:
A.
The Obligor (as defined below) and others are party to the Credit Agreement (as  defined below); and
B.
As security for the Obligations (as defined below), the Obligor has agreed to enter into this Agreement.
FOR VALUE RECEIVED and intending to be legally bound by this general security agreement (this "Agreement"), the undersigned (the "Obligor") agrees as follows:
1.
INTERPRETATION
1.1
Capitalized Terms In this Agreement, except where the context otherwise requires, capitalized terms that are used and not otherwise defined have the meanings defined in the Credit Agreement (as defined below), and:
(a)
“Account” has the meaning ascribed thereto in Section 1.1(c)(iii).
(b)
“Account Debtor” means a person obligated on an Account.
(c)
"Collateral" means all present and after-acquired interest and benefit of the Obligor in all property of the following kinds:
(i)
goods excluding crops and the unborn young of animals which (A) are leased by a person as lessor, (B) are held by a person for sale or lease or to be furnished under a contract of service, (C) are furnished by a person under a contract of service, or (D) consist of raw materials, work in process, or materials used or consumed in a business (collectively, “Inventory”);
(ii)
goods other than inventory, fixtures, crops and the unborn young of animals (collectively, “Equipment”);
(iii)
rights to payment of monetary obligations, whether or not earned by performance, (A) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (B) for services rendered or to be


VAN01: 4294282: v2
Exhibit 10.3

rendered, (C) for a policy of insurance issued or to be issued, (D) for a secondary obligation incurred or to be incurred, (E) for energy provided or to be provided, (F) for the use or hire of a vessel under a charter or other contract, (G) arising out of the use of a credit or charge card or information contained on or for use with the card, or (H) as winnings in a lottery or other game of chance operated or sponsored by a State, Province, or other governmental body, or person licensed or authorized to operate the game by a State, Province or other governmental body including health-care-insurance receivables, but excluding (1) rights to payment evidenced by chattel paper or an instrument, (2) tort claims, (3) deposit accounts maintained with a financial institution, (4) investment property, (5) letter-of-credit rights or letters of credit, or (6) rights to payment for money or funds advanced or sold, other than rights arising out of the use of a credit or charge card or information contained on or for use with the card (collectively, “Accounts”); and
(iv)
Proceeds of any and all of the foregoing;
but excluding (A) any consumer goods, (B) the last day of the term of any lease of Equipment by the Obligor as lessee or any agreement of the Obligor to lease Equipment as lessee held by the Obligor now or in the future as more fully described in Section 2.2 of this Agreement and (C) any Restricted Property as more fully described in Section 2.3 of this Agreement. Any reference to "the Collateral" in this Agreement shall be interpreted as referring to "the Collateral or any of it." Notwithstanding anything to the contrary contained herein, the Liens granted under this Agreement shall not extend to, and the Collateral shall not include, Excluded Property.
(d)
"Credit Agreement" means the third amended and restated credit agreement dated April 6, 2016 among Schnitzer Steel Industries, Inc., as US borrower, the Obligor together with certain subsidiaries of the US borrower party thereto, as Canadian borrowers, the lenders from time to time party thereto, Bank of Montreal, as Canadian lender, and the Agent, as administrative agent, swing line lender and an L/C issuer, as amended, supplemented, restated and replaced from time to time.
(e)
“Equipment” has the meaning ascribed thereto in Section 1.1(c)(ii).
(f)
"Event of Default" means the occurrence of an Event of Default as defined in the Credit Agreement.
(g)
“Inventory” has the meaning ascribed thereto in Section 1.1(c)(i).

VAN01: 4294282: v2
Exhibit 10.3

(h)
"Lien" has the meaning ascribed thereto in the Credit Agreement.
(i)
"Loan Documents" means the Credit Agreement and each other Loan Document (as defined in the Credit Agreement) executed by a Canadian Loan Party.
(j)
"Obligations" has the meaning ascribed to Canadian Obligations in the Credit Agreement.
(k)
"PPSA" means the Personal Property Security Act (British Columbia).
(l)
“Proceeds” means:
(i)
identifiable or traceable personal property (A) derived directly or indirectly from any dealing with original collateral or the Proceeds of original collateral; and (B) in which the Obligor acquires an interest;
(ii)
a right to an insurance payment or any other payment as indemnity or compensation for loss of, or damage to, original collateral or Proceeds of original collateral; and
(iii)
a payment made in total or partial discharge or redemption of an Account.
(m)
"Secured Parties" means the holders of the Obligations. Any reference to the "Secured Parties" shall be interpreted as referring to "the Secured Parties or any of them."
1.2
No Contra Proferentum This Agreement has been negotiated by the Obligor and the Agent with the benefit of legal representation, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement.
1.3
Conflict With Credit Agreement If there is any conflict or inconsistency between the terms of the Credit Agreement and the terms of this Agreement, the provisions of the Credit Agreement shall govern to the extent necessary to remove the conflict or inconsistency.
1.4
Other Interpretation Rules In this Agreement:
(a)
Any rights or benefits stated to accrue to the benefit of the Agent shall accrue to the benefit of the Agent for and on behalf of and for the benefit of the Secured Parties and any decision, determination or other action required or permitted to be made or taken by the Agent shall be interpreted to mean that decision, determination or other action made or taken in accordance with the provisions of the Credit Agreement.

VAN01: 4294282: v2
Exhibit 10.3

(b)
The division into Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
(c)
Unless otherwise specified or the context otherwise requires, (i) "including" or "includes" means "including (or includes) but is not limited to" and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it, (ii) a reference to any legislation, statutory instrument or regulation or a section of it is a reference to the legislation, statutory instrument, regulation or section as amended, restated and re-enacted from time to time, and (iii) words in the singular include the plural and vice-versa and words in one gender include all genders.
(d)
Unless otherwise specified or the context otherwise requires, any reference in this Agreement to payment of the Obligations includes performance of the Obligations.
2.
GRANT OF SECURITY, ETC.
2.1
Grant of Security As security for payment and performance of the Obligations, the Obligor mortgages, charges, assigns, transfers and pledges the Collateral to the Agent as a fixed and specific mortgage and charge, and grants the Agent a security interest in the Collateral. Without limiting the preceding part of this Section, a security interest is taken in all of the Obligor's present and after acquired Collateral, excluding (A) any consumer goods, (B) the last day of the term of any lease of Equipment by the Obligor as lessee or any agreement by the Obligor to lease Equipment as lessee held by the Obligor now or in the future as more fully described in Section 2.2 of this Agreement and (C) any Restricted Property as more fully described in Section 2.3 of this Agreement. Notwithstanding anything to the contrary contained herein, the Liens granted under this Agreement shall not extend to, and the Collateral shall not include, Excluded Property.
2.2
Last Day of Lease As the Collateral does not include the last day of the term of any lease of Equipment by the Obligor as lessee or any agreement of the Obligor to lease Equipment as lessee held by the Obligor now or in the future, should the Liens created by this Agreement become enforceable the Obligor shall hold the last day in trust for the Secured Parties and shall assign it to any person acquiring that term or the part of the term that is mortgaged and charged in the course of any enforcement of the Liens or any realization of the Collateral. Alternately, the Agent may assign the last day as attorney of the Obligor or may appoint any person acquiring the term or any other person or persons as a new trustee or trustees of the last day, free of any obligation regarding the last day.
2.3
Restricted Property The Collateral shall not include any lease, agreement, contractual right, franchise, licence or approval, other than an Account (collectively, "Restricted Property")

VAN01: 4294282: v2
Exhibit 10.3

held by the Obligor now or in the future if the Liens created by this Agreement would otherwise result in a breach, forfeiture or termination of the Restricted Property unless any necessary consent or waiver is obtained. The Obligor shall, on request by the Agent, promptly use all commercially reasonable efforts to seek any necessary consent or waiver to have the Restricted Property form part of the Collateral and to any disposition of the Restricted Property upon enforcement of this Agreement. If a consent or waiver is obtained, the applicable Restricted Property shall form part of the Collateral without any further action. If any consent or waiver is not obtained, and if the Liens created by this Agreement become enforceable, the Obligor shall hold any Restricted Property for which a consent or waiver has not been obtained and its benefits in trust for the Agent, and shall perform its obligations and exercise and enforce its rights under that Restricted Property, including rights of disposition, at the direction of the Agent.
2.4
Attachment The Obligor agrees that the Secured Parties have given value and that the Liens created by this Agreement are intended to attach (a) with respect to Collateral that is now in existence, upon execution of this Agreement, and (b) with respect to Collateral that comes into existence in the future, upon the Obligor acquiring rights in the Collateral or the power to transfer rights in the Collateral to the Agent. In each case, the parties do not intend to postpone the attachment of any Lien created by this Agreement.
2.5
Continuing Agreement The Liens created by this Agreement are continuing, to secure a current or running account, and will extend to the ultimate balance of the Obligations, regardless of any intermediate payment or discharge of the Obligations in whole or in part. Without limiting the foregoing, the Obligations may include advances and re-advances under revolving credit facilities, which permit borrowing, repayment of all or part of the amount borrowed and re-borrowing of amounts previously paid.
2.6
In Addition to Other Rights; No Marshalling This Agreement is in addition to and is not in any way prejudiced by or merged with any other Lien now or subsequently held by the Secured Parties in respect of any Obligations. The Secured Parties shall be under no obligation to marshal in favour of the Obligor any other Lien or any money or other property that the Secured Parties may be entitled to receive or may have a claim upon.
2.7
Liabilities Unconditional The liabilities of the Obligor under this Agreement are absolute and unconditional, and will not be affected by any act, omission, matter or thing that, but for this Section, would reduce, release or prejudice any of its liabilities under this Agreement, or that might constitute a legal or equitable defence to or a discharge, limitation or reduction of the Obligor's liabilities under this Agreement, whether or not known to it or the Secured Parties or consented to by it or the Secured Parties.

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Exhibit 10.3

2.8
Merger of Obligor If the Obligor amalgamates or merges with one or more other entities, the Obligations and the Liens created by this Agreement shall continue as to the Obligations and the undertaking, property and assets of the Obligor at the time of amalgamation or merger, and shall extend to the Obligations and the present and future undertaking, property and assets of the amalgamated or merged entity, and the term Obligor shall extend to the amalgamated or merged entity, all as if the amalgamated or merged entity had executed this Agreement as the Obligor.
2.9
Limitation Periods To the extent that any limitation period applies to any claim for payment of the Obligations or remedy for enforcement of the Obligations, the Obligor agrees that:
(a)
any limitation period is expressly excluded and waived entirely if permitted by applicable law;
(b)
if a complete exclusion and waiver of any limitation period is not permitted by applicable law, any limitation period is extended to the maximum length permitted by applicable law;
(c)
any applicable limitation period shall not begin before an express demand for payment of the Obligations is made in writing by the Agent to the Obligor;
(d)
any applicable limitation period shall begin afresh upon any payment or other acknowledgment of the Obligations by the Obligor; and
(e)
this Agreement is a "business agreement" as defined in the Limitations Act, 2002 (Ontario) if that Act applies.
3.
RIGHTS AND OBLIGATIONS OF THE OBLIGOR
3.1
Restrictions on Liens and Dispositions The Obligor shall not create, assume, incur or permit the existence of any Lien on the Collateral except Liens permitted by Section 7.01 of the Credit Agreement, nor shall the Obligor sell, lease or otherwise dispose of the Collateral, or permit such a disposition to occur, in each case except as expressly permitted in the Credit Agreement.
3.2
Other Assurances; Power of Attorney On request by the Agent, the Obligor shall (a) mark or take other steps to identify the Collateral as being subject to the Liens created by this Agreement, and (b) execute, acknowledge and deliver all financing statements, certificates, further assignments, documents, transfers, instruments, security documents, acknowledgments and assurances and do all further acts and things as the Agent may consider necessary or desirable to give effect to the intent of, or for the collection, disposition, realization or enforcement of the Collateral or the Liens created by this Agreement. Notwithstanding anything in this Agreement to the contrary, (i) neither creation or perfection

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Exhibit 10.3

of pledges of or security interests in, nor the obtaining of legal opinions or other deliverables with respect to, particular assets of the Obligor shall be required, if, and for so long as and to the extent that the Agent and the Obligor agree in writing that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, shall be excessive in view of the benefits to be obtained by the holders of the Obligations therefrom, (ii) Liens required to be granted from time to time shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Third Restatement Date, (iii) no perfection actions shall be required with respect to motor vehicles other assets categorized as “serial numbered goods” under the PPSA Regulation (at present, manufactured homes, boats, outboard motors, trailers and aircraft) and other assets subject to certificates of title and (iv) in no event shall notices be required to be sent to contractual third parties prior to an enforcement event following the occurrence and continuation of an Event of Default. The Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets by the Obligor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents. For the avoidance of doubt, no perfection actions shall be required other than the filing of PPSA financing statements. The Obligor constitutes and appoints the Agent its true and lawful attorney, with full power of substitution, to do any of the foregoing or any other things that the Obligor has agreed to do in this Agreement, whenever and wherever the Agent may consider it to be necessary or desirable, and to use the Obligor's name in the exercise of the Agent's rights under this Agreement. This power of attorney is coupled with an interest and is irrevocable by the Obligor.
3.3
Composite Agreement This Agreement is a composite mortgage and security agreement covering Collateral located in various provinces and territories of Canada and in other jurisdictions and, as to any Collateral located in a particular jurisdiction, this Agreement shall be a separate mortgage and security agreement enforceable against the Obligor without regard to the application of this Agreement to Collateral located in other jurisdictions. All provisions of this Agreement shall apply separately to the Collateral located in each separate jurisdiction with the same effect as if a separate mortgage and security agreement with respect to that Collateral had been executed and delivered by the Obligor. If requested by the Agent, subject to the perfection exceptions set forth in the Loan Documents, the Obligor shall execute, deliver and register, at its expense, a separate mortgage and security agreement covering the Collateral located in any particular jurisdiction or jurisdictions. The separate mortgage and security agreement shall be in the form of this Agreement except for modifications required by the fact that it relates only to the Collateral located in the particular

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Exhibit 10.3

jurisdiction or jurisdictions and other modifications that the Agent considers necessary or desirable in the circumstances.
3.4
Restriction on Change of Name The Obligor shall not change its name without providing the Agent with advance written notice and promptly taking other steps, if any, as the Agent requests to ensure that the position of the Secured Parties is not adversely affected by the change in name.
3.5
Secured Parties Not Liable for Obligor's Agreements Nothing in this Agreement shall make any Secured Party liable to observe or perform any term of any agreement to which the Obligor is a party or by which it or the Collateral is bound, or make any Secured Party a mortgagee in possession. The Obligor shall indemnify the Secured Parties and save them harmless from any claim arising from any such agreement.
3.6
Release of Liens If any Collateral shall be sold , transferred or otherwise disposed of by the Obligor in a transaction permitted by the Credit Agreement, without impairing the application of Section 28(1)(a) of the PPSA, then the Agent, at the request and sole expense of the Obligor, shall promptly execute and deliver to the Obligor all releases and other documents, and take such other action, reasonably necessary for the release of the Liens created by this Agreement or by any other Collateral Document on such Collateral. If the Obligor has indefeasibly paid the Obligations in full in cash and otherwise performed all of the terms of the Loan Documents, and if all obligations of the Secured Parties to extend credit under any Loan Document have been cancelled, then the Agent shall, at the request and expense of the Obligor, release the Liens created by this Agreement and execute and deliver whatever documents are reasonably required to do so.
3.7
Advances. On failure of the Obligor to perform any of the covenants and agreements contained herein or in any other Loan Document, the Agent may, at its sole option and in its sole discretion, after ten (10) business days prior written notice to the Obligor and opportunity to cure, perform the same and in so doing may expend such sums as the Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Agent may make for the protection of the security hereof or which may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by the Obligor promptly upon timely notice thereof and demand therefor, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Agent on behalf of the Obligor, and no such advance or expenditure therefor, shall relieve the Obligor of any Default or Event of Default. The Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured

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Exhibit 10.3

from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by the Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.
4.
RIGHTS AND OBLIGATIONS ON DEFAULT
4.1
Application of Article The provisions of this Article 4 apply only on the occurrence of an Event of Default that is continuing.
4.2
Remedies Upon the Obligations becoming due and payable, the Agent may enforce payment of the Obligations and the Agent shall have the rights and remedies of a secured party under the PPSA and other applicable law together with those rights and remedies provided by the Credit Agreement, this Agreement or otherwise provided by applicable law.
4.3
Rights of Agent The Agent may (a) require the Obligor to assemble the Collateral and deliver or make the Collateral available to the Agent at a reasonably convenient place designated by the Agent, (b) enter on any premises of the Obligor or any other place where Collateral may be located, (c) take possession of the Collateral by any method permitted by law, (d) render any equipment unusable without removing it from the Obligor's premises, (e) use the Collateral in the manner and to the extent that the Agent may consider appropriate and (f) hold, insure, repair, process, maintain, protect and preserve the Collateral and prepare it for disposition. The Agent is not, however, required to insure the Collateral, and the risk of any loss of or damage to the Collateral shall be borne by the Obligor.
4.4
Appointment of Monitor The Agent may from time to time appoint any person (the "Monitor") to investigate any or all of the Collateral, the Obligor and the Obligor's business and affairs and report to the Secured Parties. The Obligor shall co-operate fully with the Monitor and give the Monitor full access to its facilities, property, records, creditors, customers, contractors, officers, directors, employees, auditors, legal counsel and agents. The Monitor shall not participate in the management of the Obligor's business or affairs and shall have no responsibility, nor shall it incur any liability, in respect of the Collateral, the Obligor or the Obligor's business or affairs. The Monitor shall act solely on behalf of the Secured Parties and shall have no contractual relationship with the Obligor as a consultant or otherwise, nor shall the Obligor be entitled to receive any report by the Monitor. The appointment of the Monitor shall not be regarded as an act of enforcement of the Liens created by this Agreement. All costs incurred in connection with the appointment of the Monitor and the performance by the Monitor of its activities as such, including legal fees on a full indemnity (sometimes called solicitor and own client) basis shall be payable by the Obligor to the Agent immediately on demand, shall bear interest from the date they are

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Exhibit 10.3

incurred until paid at the highest rate of interest applicable to the Obligations and shall be included in the Obligations.
4.5
Proceeds The Agent may take charge of all proceeds of the Collateral and may hold them as additional security for the Obligations. The Agent may give notice to any or all account debtors of the Obligor and to any or all persons liable to the Obligor under an instrument to direct all payments or other proceeds relating to the Collateral to the Agent and any payments or other proceeds of the Collateral received by the Obligor from account debtors or from any persons liable to the Obligor under an instrument, after notice is given by the Agent, shall be held by the Obligor in trust for the Agent and immediately paid over to the Agent. The Agent shall not, however, be required to collect any proceeds of the Collateral. The Agent may also enforce any rights of the Obligor in respect of the Collateral by any manner permitted by law.
4.6
Notice of Disposition If required to do so by applicable law, the Agent shall give the Obligor written notice of any intended disposition of the Collateral in accordance with the Credit Agreement or by any other method required or permitted by applicable law. The Obligor waives giving of notice to the maximum extent permitted by applicable law.
4.7
Statutory Waivers To the maximum extent permitted by law, the Obligor waives all of the rights, benefits and protections given by any present or future statute that imposes limits on the rights, remedies or powers of a Secured Party or on the methods of realization of security, including any seize or sue or anti-deficiency statute or any similar provisions of any other statute. In particular, the Obligor waives all rights, benefits and protections given by sections 47 and 50 of the Law of Property Act (Alberta) insofar as they extend to or relate to any Collateral.
4.8
Disposition and Other Rights of Agent The Agent may (a) carry on all or any part of the business of the Obligor, (b) make payments on account of, to discharge, or to obtain an assignment of any Lien on the Collateral, whether or not ranking in priority to the Liens created by this Agreement, (c) borrow money required for the seizure, retaking, repossession, holding, insuring, repairing, processing, maintaining, protecting, preserving, preparing for disposition or disposition of the Collateral or for any other enforcement of this Agreement or for carrying on the business of the Obligor on the security of the Collateral in priority to the Liens created by this Agreement, (d) file proofs of claim and other documents to establish the claims of the Secured Parties in any proceeding relating to the Obligor, and (e) sell, lease or otherwise dispose of all or any part of the Collateral at public auction, by public tender or by private sale, lease or other disposition, either for cash or on credit, at such time and on such terms and conditions as the Agent may determine. If any disposition involves deferred payment, the Secured Parties will not be accountable for and the Obligor will not be entitled to be credited with the proceeds of disposition until payment is actually received

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Exhibit 10.3

in cash. On any disposition, the Agent or any other Secured Party shall have the right to acquire all or any part of the Collateral that is offered for disposition and the rights of the Obligor in that Collateral shall be extinguished. The Agent may also accept the Collateral in satisfaction of the Obligations or may from time to time designate any part of the Obligations to be satisfied by the acceptance of particular Collateral that the Agent reasonably determines to have a net realizable value equal to the amount of the designated part of the Obligations, in which case only the designated part of the Obligations shall be satisfied by the acceptance of the particular Collateral.
4.9
Commercially Reasonable Actions and Omissions The Obligor agrees that it is commercially reasonable for the Secured Parties (a) not to incur expenses that they reasonably consider significant to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) not to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, not to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) not to exercise collection remedies against account debtors or other persons obligated on Collateral or to remove Liens on or adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the Obligor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers or other persons, including employees of the Obligor, brokers, investment bankers, consultants and other professionals to assist in the collection or disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to vary or rescind any contract for the disposition of any Collateral, or (l) to purchase insurance or credit enhancements or take other steps to insure the Secured Parties against risks of loss, collection or disposition of Collateral or to provide the Secured Parties a guaranteed return from the collection or disposition of Collateral. The Obligor acknowledges that the purpose of this Section is to provide selected examples of actions and omissions that would be commercially reasonable in the Secured Parties' exercise of remedies against the Collateral and that other actions and omissions shall not be considered commercially unreasonable solely on account of not being mentioned in this Section, nor shall the Secured Parties be liable or accountable for any discount attributable to the specified actions and omissions. Nothing in this Section shall

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Exhibit 10.3

be construed to grant any rights to the Obligor or to impose any duties on the Secured Parties that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section. In exercising its rights and obligations under this Agreement, neither the Agent nor any other Secured Party shall be responsible or liable to the Obligor or any other person for any loss or damage from the realization or disposal of any Collateral or the enforcement of this Agreement, or any failure to do so, or for any act or omission on their respective parts or on the part of any of their directors, officers, employees, agents or advisors in that connection, except that a Secured Party may be responsible or liable for loss or damage arising from its wilful misconduct or gross negligence.
4.10
Costs of Realization All costs incurred in connection with realizing the security constituted by this Agreement or exercising any of the Agent's rights under this Agreement, including costs incurred in connection with repossessing, holding, insuring, repairing, processing, preparing for disposition, and disposing of any Collateral and legal fees on a full indemnity (sometimes called solicitor and own client) basis (in this Section, "realization costs") shall be payable by the Obligor to the Agent immediately on demand. Realization costs shall bear interest from the date they are incurred until paid at the highest rate of interest applicable to the Obligations. Realization costs and interest shall be included in the Obligations under this Agreement.
4.11
Other Security; Application of Money The Secured Parties may (a) refrain from enforcing any other security or rights held by or on behalf of the Secured Parties in respect of the Obligations, or enforce any other security or rights in any manner and order as they see fit, and (b) apply any money received from or in respect of the Collateral in any manner and order as they see fit and change any application of money received in whole or in part from time to time, or refrain from applying any money and hold it in a suspense account.
4.12
Third Parties No person dealing with the Agent or other Secured Parties is required to determine (a) whether the Liens created by this Agreement or the powers purporting to be exercised have become enforceable, (b) whether any Obligations remain owing, (c) the propriety of any aspect of the disposition of Collateral or (d) how any payment to the Agent or other Secured Parties has been or will be applied. Any person who acquires Collateral from the Agent in good faith shall acquire it free from any interest of the Obligor.
4.13
Appointment of Receiver The Agent may take proceedings in any court of competent jurisdiction for the appointment of a receiver (which term includes a receiver and manager) of the Collateral or may by appointment in writing appoint any person to be a receiver of the Collateral. The Agent may remove any receiver appointed by the Agent and appoint another in its place, and may determine the remuneration of any receiver, which may be paid from the proceeds of the Collateral in priority to other Obligations. Any receiver appointed by the Agent shall, to the extent permitted by applicable law, have all of the rights,

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Exhibit 10.3

benefits and powers of the Agent and the Secured Parties under this Agreement, the PPSA or otherwise. Any receiver shall be deemed the agent of the Obligor and the Secured Parties shall not be in any way responsible for any misconduct or negligence of any receiver.
4.14
Rights Cumulative No failure on the part of the Secured Parties to exercise, nor any delay in exercising, any right or remedy under any Loan Document or this Agreement shall operate as a waiver or impose any liability on the Secured Parties, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and do not exclude any rights and remedies provided by applicable law. If the Secured Parties have enforced any right or remedy under this Agreement and the enforcement proceeding has been discontinued, abandoned or determined adversely to the Secured Parties for any reason, then the Obligor and the Secured Parties shall, without any further action, be restored to their previous positions to the maximum extent permitted by law and subject to any determination in the enforcement proceeding or express agreement between the Obligor and the Secured Parties, and thereafter all rights and remedies of the Secured Parties shall continue as if no enforcement proceeding had been taken.
4.15
Obligor Liable for Deficiency If the proceeds arising from the disposition of the Collateral fail to satisfy the Obligations, the Obligor shall pay any deficiency to the Agent on demand. Neither the taking of any judicial or extra-judicial proceeding nor the exercise of any power of seizure or disposition or other remedy shall extinguish the liability of the Obligor to pay and perform the Obligations, nor shall the acceptance of any payment or alternate security create any novation. No covenant, representation or warranty of the Obligor in this Agreement shall merge in any judgment.
4.16
Release by Obligor The Obligor hereby releases and discharges the Secured Parties and any receiver from all claims of any kind, whether sounding in damages or not, that may arise or be caused to the Obligor or any person claiming through or under the Obligor as a result of any act or omission of the Secured Parties or any receiver except that a Secured Party or receiver may be responsible or liable for loss or damage arising from its wilful misconduct or gross negligence.
5.
NOTICES
5.1
Notices. All notices to be delivered hereunder shall be delivered pursuant to the terms of the Credit Agreement.
6.
ENTIRE AGREEMENT; SEVERABILITY
6.1
Entire Agreement No party shall be bound by any representation or promise made by any person relating to this Agreement that is not embodied in it. Any waiver of, or consent to

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Exhibit 10.3

departure from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Agent, and only in the specific instance and for the specific purpose for which it has been given.
6.2
Severability If, in any jurisdiction, any provision of this Agreement or its application to any circumstance is restricted, prohibited or unenforceable, that provision shall, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to other circumstances.
7.
DELIVERY OF AGREEMENT
7.1
Counterparts This Agreement may be executed in any number of counterparts and all counterparts taken together shall be deemed to constitute one agreement.
7.2
Delivery To evidence the fact that it has executed this Agreement, the Obligor may send a signed copy of this Agreement or its signature to this Agreement by facsimile transmission or e-mail and the signature sent in that way shall be deemed to be its original signature for all purposes.
7.3
Receipt and Waiver The Obligor acknowledges receipt of a copy of this Agreement. The Obligor waives any notice of acceptance of this Agreement by the Secured Parties. The Obligor also waives the right to receive a copy of any financing statement or financing change statement that may be registered in connection with this Agreement or any verification statement issued with respect to a registration, if waiver is not otherwise prohibited by law. The Obligor agrees that the Agent may from time to time provide information regarding this Agreement, the Collateral and the Obligations to persons that the Agent believes in good faith are entitled to the information under applicable law.
8.
GOVERNING LAW
8.1
Governing Law This Agreement and any dispute arising from or in relation to this Agreement shall be governed by, and interpreted and enforced in accordance with, the law of the province of British Columbia and the laws of Canada applicable in that province, excluding the conflict of law rules of that province.
8.2
Obligor's Exclusive Dispute Resolution Jurisdiction The Obligor agrees that the courts of the province of British Columbia have non-exclusive jurisdiction over any dispute arising from or in relation to this Agreement and the Obligor irrevocably and unconditionally attorns to the non-exclusive jurisdiction of that province. The Obligor agrees that the courts of that

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Exhibit 10.3

province are the most appropriate and convenient forum to settle disputes and agrees not to argue to the contrary.
8.3
Secured Parties Entitled to Concurrent Jurisdiction Despite Section 8.2, the Secured Parties are permitted to take proceedings in relation to any dispute arising from or in relation to this Agreement in any court of another province or another state with jurisdiction and to the extent allowed by law may take concurrent proceedings in any number of jurisdictions.
9.
SUCCESSORS AND ASSIGNS
9.1
Successors and Assigns The Obligor may not assign or transfer all or any part of its liabilities under this Agreement. All rights of the Secured Parties under this Agreement shall be assignable in accordance with the Credit Agreement and the Loss Sharing Agreement dated as of the date hereof among the Lenders, the L/C Issuers, the Swing Line Lender and the Administrative Agent, as may be amended, replaced, modified or restated from time to time, and the Obligor shall not assert against any assignee any claim or defence that the Obligor now has or may in the future have against any Secured Party. This Agreement shall enure to the benefit of the Secured Parties and their respective successors and assigns and be binding on the Obligor and its successors and any permitted assigns.
IN WITNESS OF WHICH, the Obligor has duly executed this Agreement.
SCHNITZER STEEL CANADA LTD.
 
 
 
 
By:
/s/Richard D. Peach
 
Name:
Richard D. Peach
Title:
President
 
 
[signature page for General Security Agreement by Schnitzer Steel Canada Ltd.]


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Exhibit

Exhibit 10.4
SUMMARY SHEET FOR 2016 NON-EMPLOYEE DIRECTOR COMPENSATION
Schnitzer Steel Industries, Inc.

The following table sets forth the compensation for the Company’s non-employee Directors for the Board term commencing at the 2016 annual meeting of shareholders:
Annual Cash Retainer
Annual cash retainer for non-employee Directors other than the Chairman of the Board of $70,000 ($105,000 for the Lead Director) paid in arrears in four equal installments on or about March 31, 2016, June 30, 2016, September 30, 2016, and December 31, 2016 (the “Installment Dates”) for the Company’s most-recently ended fiscal quarter.
Annual Deferred Stock Unit Grant
Annual grant of Deferred Stock Units to non-employee Directors other than the Chairman of the Board for the right to receive shares of the Company’s Class A Common Stock equal to the number of shares determined by dividing $120,000 by the closing market price of the Company’s Class A Common Stock on the grant date.
Chairman Fees
$300,000 annual fee for the Chairman of the Board. $10,000 annual fee for Audit Committee Chair. $10,000 annual fee for Compensation Committee Chair. $5,000 annual fee for the Nominating and Corporate Governance Chair. Chairman fees are paid in arrears in four equal installments on the Installment Dates.

All Deferred Stock Units are granted under the Company’s 1993 Stock Incentive Plan, as amended and restated as of November 2013, and are subject to the terms of such plan and the applicable Deferred Stock Units award agreements approved for issuance of Deferred Stock Units to non-employee Directors under the plan.
Non-employee Directors may elect to defer all or part of their compensation under the Deferred Compensation Plan for Non-Employee Directors, which was adopted by the Board in 2006.

Exhibit


Exhibit 10.5

Amendment No. 1 to Fiscal 2016 Annual Performance Bonus Program for Tamara L. Lundgren


The Fiscal 2016 Annual Performance Bonus Program for Tamara L. Lundgren adopted by Compensation Committee (the “Committee”) of the Board of Directors of Schnitzer Steel Industries, Inc. is hereby amended by adding under the heading “General Provisions” the following paragraph:

Negative Discretion. The Committee reserves the right in its sole discretion to reduce the bonus payout for Ms. Lundgren from the amounts determined as set forth above prior to payment on such terms as the Committee may determine.



Exhibit


Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Tamara L. Lundgren, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Schnitzer Steel Industries, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
April 7, 2016
 
/s/ Tamara L. Lundgren
Tamara L. Lundgren
President and Chief Executive Officer




Exhibit


Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Richard D. Peach, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Schnitzer Steel Industries, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
April 7, 2016
 
/s/ Richard D. Peach
Richard D. Peach
Senior Vice President and Chief Financial Officer




Exhibit


Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Schnitzer Steel Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended February 29, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 7, 2016
 
/s/ Tamara L. Lundgren
Tamara L. Lundgren
President and Chief Executive Officer





Exhibit


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Schnitzer Steel Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended February 29, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
April 7, 2016
 
/s/ Richard D. Peach
Richard D. Peach
Senior Vice President and Chief Financial Officer




schn-20160229.xml
Attachment: XBRL INSTANCE DOCUMENT

schn-20160229.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

schn-20160229_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

schn-20160229_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

schn-20160229_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

schn-20160229_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

v3.3.1.900
Document and Entity Information Document - shares
 6 Months Ended
Feb. 29, 2016
Apr. 01, 2016
Entity Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Feb. 29, 2016  
Document Fiscal Year Focus 2016  
Document Fiscal Period Focus Q2  
Entity Registrant Name SCHNITZER STEEL INDUSTRIES INC  
Entity Central Index Key 0000912603  
Current Fiscal Year End Date --08-31  
Entity Filer Category Accelerated Filer  
Class A Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   26,450,095
Class B Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   305,900
v3.3.1.900
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Feb. 29, 2016
Aug. 31, 2015
Current assets:    
Cash and cash equivalents $ 8,940 $ 22,755
Accounts receivable, net of allowance for doubtful accounts of $2,345 and $2,496 81,159 111,492
Inventories 146,030 156,532
Deferred income taxes 0 2,792
Refundable income taxes 7,123 7,263
Prepaid expenses and other current assets 17,720 21,531
Total current assets 260,972 322,365
Property, plant and equipment, net of accumulated depreciation of $703,561 and $679,035 393,768 427,554
Investments in joint ventures 12,699 15,320
Goodwill 166,276 175,676
Intangibles, net of accumulated amortization of $3,788 and $6,918 5,477 6,353
Other assets 12,981 15,031
Total assets 852,173 962,299
Current liabilities:    
Short-term borrowings 620 584
Accounts payable 53,083 57,105
Accrued payroll and related liabilities 16,658 25,478
Environmental liabilities 882 924
Accrued income taxes 0 148
Other accrued liabilities 34,090 36,207
Total current liabilities 105,333 120,446
Deferred income taxes 16,933 19,138
Long-term debt, net of current maturities 197,219 227,572
Environmental liabilities, net of current portion 44,894 45,869
Other long-term liabilities 10,722 10,723
Total liabilities $ 375,101 $ 423,748
Commitments and contingencies (Note 6)
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:    
Preferred stock – 20,000 shares $1.00 par value authorized, none issued $ 0 $ 0
Additional paid-in capital 23,494 26,211
Retained earnings 463,257 520,066
Accumulated other comprehensive loss (40,078) (38,522)
Total SSI shareholders’ equity 473,423 534,535
Noncontrolling interests 3,649 4,016
Total equity 477,072 538,551
Total liabilities and equity 852,173 962,299
Class A Common Stock    
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:    
Common stock, value 26,444 26,474
Class B Common Stock    
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:    
Common stock, value $ 306 $ 306
v3.3.1.900
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Feb. 29, 2016
Aug. 31, 2015
Current assets:    
Accounts receivable, allowance for doubtful accounts $ 2,345 $ 2,496
Property, plant and equipment, accumulated depreciation 703,561 679,035
Intangibles, accumulated amortization $ 3,788 $ 6,918
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:    
Preferred stock, par value $ 1 $ 1
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 0 0
Class A Common Stock    
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:    
Common stock, par value $ 1 $ 1
Common stock, shares authorized 75,000,000 75,000,000
Common stock, shares issued 26,444,000 26,474,000
Common stock, shares outstanding 26,444,000 26,474,000
Class B Common Stock    
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:    
Common stock, par value $ 1 $ 1
Common stock, shares authorized 25,000,000 25,000,000
Common stock, shares issued 306,000 306,000
Common stock, shares outstanding 306,000 306,000
v3.3.1.900
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Income Statement [Abstract]        
Revenues $ 289,077 $ 437,449 $ 610,275 $ 991,073
Operating expense:        
Cost of goods sold 259,670 406,649 544,524 914,664
Selling, general and administrative 33,599 42,167 72,017 86,898
(Income) loss from joint ventures 290 (609) 319 (1,109)
Goodwill impairment charge 8,845 141,021 8,845 141,021
Other asset impairment charges 18,458 43,838 18,458 43,838
Restructuring charges and other exit-related costs 5,291 5,394 7,216 5,987
Operating loss (37,076) (201,011) (41,104) (200,226)
Interest expense (2,015) (2,295) (3,874) (4,669)
Other income, net 438 1,993 845 2,925
Loss from continuing operations before income taxes (38,653) (201,313) (44,133) (201,970)
Income tax benefit (expense) (1,293) 9,673 (715) 9,566
Loss from continuing operations (39,946) (191,640) (44,848) (192,404)
Loss from discontinued operations, net of tax (1,024) (4,242) (1,089) (5,080)
Net loss (40,970) (195,882) (45,937) (197,484)
Net (income) loss attributable to noncontrolling interests (275) 240 (604) (631)
Net loss attributable to SSI $ (41,245) $ (195,642) $ (46,541) $ (198,115)
Net loss per share attributable to SSI Basic:        
Net loss per share from continuing operations attributable to SSI $ (1.48) $ (7.08) $ (1.67) $ (7.15)
Net loss per share from discontinued operations attributable to SSI (0.04) (0.16) (0.04) (0.19)
Net loss per share attributable to SSI (1.52) (7.24) (1.71) (7.34)
Net loss per share attributable to SSI Diluted:        
Net loss per share from continuing operations attributable to SSI (1.48) (7.08) (1.67) (7.15)
Net loss per share from discontinued operations attributable to SSI (0.04) (0.16) (0.04) (0.19)
Net loss per share attributable to SSI $ (1.52) $ (7.24) $ (1.71) $ (7.34)
Weighted average number of common shares:        
Basic 27,201 27,020 27,178 26,982
Diluted 27,201 27,020 27,178 26,982
Dividends declared per common share $ 0.1875 $ 0.1875 $ 0.3750 $ 0.3750
v3.3.1.900
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Statement of Comprehensive Income [Abstract]        
Net loss $ (40,970) $ (195,882) $ (45,937) $ (197,484)
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustments (892) (12,601) (1,901) (19,873)
Cash flow hedges, net 0 (2,785) 240 (3,693)
Pension obligations, net 64 23 105 59
Total other comprehensive loss, net of tax (828) (15,363) (1,556) (23,507)
Comprehensive loss (41,798) (211,245) (47,493) (220,991)
Less net (income) loss attributable to noncontrolling interests (275) 240 (604) (631)
Comprehensive loss attributable to SSI $ (42,073) $ (211,005) $ (48,097) $ (221,622)
v3.3.1.900
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Cash flows from operating activities:    
Net loss $ (45,937) $ (197,484)
Adjustments to reconcile net loss to cash provided by operating activities:    
Goodwill impairment charge 8,845 141,021
Other asset impairment charges 18,458 43,838
Other exit-related asset impairments and accelerated depreciation 3,008 6,352
Depreciation and amortization 28,953 36,871
Share-based compensation expense 2,627 4,300
Deferred income taxes 521 (858)
Inventory write-down 478 3,031
Undistributed equity in earnings of joint ventures 319 (1,109)
Gain on disposal of assets (118) (1,032)
Unrealized foreign exchange gain, net (5) (1,610)
Bad debt expense (recoveries), net 140 (67)
Excess tax benefit from share-based payment arrangements 0 (94)
Changes in assets and liabilities, net of acquisitions:    
Accounts receivable 26,026 69,434
Inventories 12,579 (38,404)
Income taxes (4) (15,325)
Prepaid expenses and other current assets 2,761 5,143
Intangibles and other long-term assets 842 33
Accounts payable 423 (22,195)
Accrued payroll and related liabilities (8,799) (12,525)
Other accrued liabilities (3,154) (4,382)
Environmental liabilities (916) (52)
Other long-term liabilities 86 638
Distributed equity in earnings of joint ventures 200 325
Net cash provided by operating activities 47,333 15,849
Cash flows from investing activities:    
Capital expenditures (15,611) (16,828)
Joint venture receipts (payments), net 28 (1)
Proceeds from sale of assets 988 1,358
Acquisitions, net of cash acquired 0 (150)
Net cash used in investing activities (14,595) (15,621)
Cash flows from financing activities:    
Proceeds from line of credit 115,500 145,000
Repayment of line of credit (115,500) (145,000)
Borrowings from long-term debt 49,160 109,694
Repayment of long-term debt (79,456) (114,965)
Repurchase of Class A Common Stock (3,479) 0
Taxes paid related to net share settlement of share-based payment arrangements (1,895) (1,360)
Excess tax benefit from share-based payment arrangements 0 94
Distributions to noncontrolling interest (971) (1,585)
Contingent consideration paid relating to business acquisitions 0 (759)
Dividends paid (10,117) (10,087)
Net cash used in financing activities (46,758) (18,968)
Effect of exchange rate changes on cash 205 669
Net decrease in cash and cash equivalents (13,815) (18,071)
Cash and cash equivalents as of beginning of period 22,755 25,672
Cash and cash equivalents as of end of period $ 8,940 $ 7,601
v3.3.1.900
Summary of Significant Accounting Policies
 6 Months Ended
Feb. 29, 2016
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2015. The results for the three and six months ended February 29, 2016 and February 28, 2015 are not necessarily indicative of the results of operations for the entire fiscal year.
Segment Reporting
Prior to the fourth quarter of fiscal 2015, the Company's internal organizational and reporting structure supported three operating and reportable segments: the Metals Recycling Business ("MRB"), the Auto Parts Business ("APB") and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2015, in accordance with its plan announced in April 2015, the Company combined and integrated its auto parts and metals recycling businesses into a single operating platform. The change in the Company's internal organizational and reporting structure resulted in the formation of a new operating and reportable segment, the Auto and Metals Recycling ("AMR") business, replacing the former MRB and APB segments. The Company began reporting on this new segment in the fourth quarter of fiscal 2015 as reflected in its Annual Report on Form 10-K for the year ended August 31, 2015. The segment data for the comparable periods presented herein has been recast to conform to the current period presentation for all activities of AMR. Recasting this historical information did not have an impact on the Company's consolidated financial performance for any of the periods presented.
Accounting Changes
In April 2014, an accounting standard update was issued that amends the requirements for reporting discontinued operations, which may include a component of an entity or a group of components of an entity. The amendments limit discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have, or will have, a major effect on an entity's operations and financial results. The amendments require expanded disclosure about the assets, liabilities, revenues and expenses of discontinued operations. Further, the amendments require an entity to disclose the pretax profit or loss of an individually significant component that is being disposed of that does not qualify for discontinued operations reporting. The Company adopted the new requirement in the first quarter of fiscal 2016 with no impact to the Unaudited Condensed Consolidated Financial Statements. The standard is to be applied prospectively to all disposals or classifications as held for sale of components that occur beginning in the first quarter of fiscal 2016, and interim periods within that fiscal year, and all businesses that, on acquisition, are classified as held for sale that occur beginning in the first quarter of fiscal 2016, and interim periods within that fiscal year.
In November 2015, an accounting standard update was issued that requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. To simplify the presentation of the Company's deferred tax liabilities and assets, along with valuation allowances against deferred tax assets, the Company early-adopted the new requirement as of the beginning of the first quarter of fiscal 2016 and is applying the amendments prospectively. Adoption of the new requirement impacted the classification of the Company's deferred tax liabilities and assets reported in its Unaudited Condensed Consolidated Balance Sheet beginning as of November 30, 2015, and had no impact on its consolidated results of operations and cash flows. The comparative period balance sheet has not been retrospectively adjusted.
Discontinued Operations
The results of discontinued operations are presented separately, net of tax, from the results of ongoing operations for all periods presented. The expenses included in the results of discontinued operations are the direct operating expenses incurred by the disposed components that may be reasonably segregated from the costs of the ongoing operations of the Company. Asset impairments related to the disposed components are also included in the results of discontinued operations. See Note 10 - Discontinued Operations and the Asset Impairment Charges section of this Note for further detail.
Cash and Cash Equivalents
Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of $8 million and $11 million as of February 29, 2016 and August 31, 2015, respectively.
Other Assets
The Company’s other assets, exclusive of prepaid expenses, consist primarily of receivables from insurers, notes and other contractual receivables, and assets held for sale. Other assets are reported within either prepaid expenses and other current assets or other assets in the Unaudited Condensed Consolidated Balance Sheets based on their expected use either during or beyond the current operating cycle of one year from the reporting date.
As of February 29, 2016 and August 31, 2015, the Company reported less than $1 million and $2 million, respectively, of assets held for sale within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets. An asset is classified as held for sale upon meeting certain criteria specified in the accounting standards. An asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. During the second quarter of fiscal 2016 and 2015, the Company recorded impairment charges for the initial and subsequent write-down of certain equipment held for sale to its fair value less cost to sell of $2 million which are reported within other asset impairment charges in the Unaudited Condensed Consolidated Statements of Operations. The Company determined fair value using Level 3 inputs under the fair value hierarchy consisting of information provided by brokers and other external sources along with management's own assumptions. See the Asset Impairment Charges section of this Note for tabular presentation of the impairment charges on assets held for sale.
Long-Lived Assets
The Company tests long-lived tangible and intangible assets for impairment at the asset group level, which is determined based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. For the Company's metals recycling businesses, an asset group is generally comprised of the regional shredding and export operation along with surrounding feeder yards. For regions with no shredding and export operations, each metals recycling yard is an asset group. For the Company's auto parts businesses, generally each auto parts store is an asset group. The Company's steel manufacturing business is a single asset group. The Company tests its asset groups for impairment when certain triggering events or changes in circumstances indicate that the carrying value of the asset group may be impaired. If the carrying value of the asset group is not recoverable because it exceeds the Company’s estimate of future undiscounted cash flows from the use and eventual disposition of the asset group, an impairment loss is recognized by the amount the carrying value exceeds its fair value, if any. The impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value. Fair value is determined primarily using the cost and market approaches.
During the second quarter of fiscal 2016 and 2015, the Company recorded impairment charges on long-lived tangible and intangible assets associated with certain regional metals recycling operations and used auto parts store locations.
With respect to individual long-lived assets, changes in circumstances may merit a change in the estimated useful lives or salvage values of the assets, which are accounted for prospectively in the period of change. For such assets, the useful life is shortened based on the Company's current plans to dispose of or abandon the asset before the end of its original useful life and depreciation is accelerated beginning when that determination is made. During the second quarter of fiscal 2016 and 2015, the Company recognized accelerated depreciation due to shortened useful lives in connection with site closures and idled equipment.
See the Asset Impairment Charges section of this Note for tabular presentation of long-lived asset impairment charges and accelerated depreciation. Long-lived asset impairment charges and accelerated depreciation are reported in the Unaudited Condensed Consolidated Statements of Operations within (1) other asset impairment charges; (2) restructuring charges and other exit-related costs, if related to a site closure not qualifying for discontinued operations reporting; or (3) discontinued operations, if related to a component of the Company qualifying for discontinued operations reporting.
Investments in Joint Ventures
A loss in value of an investment in a joint venture that is other than a temporary decline is recognized. Management considers all available evidence to evaluate the realizable value of its investments including the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the joint venture business, and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Once management determines that an other-than-temporary impairment exists, the investment is written down to its fair value, which establishes a new cost basis. The Company determines fair value using Level 3 inputs under the fair value hierarchy using an income approach based on a discounted cash flow analysis. During the second quarter of fiscal 2016, the Company recorded an impairment charge of $2 million related to an investment in a joint venture, which is reported within other asset impairment charges in the Unaudited Consolidated Statements of Operations.
Asset Impairment Charges
The following asset impairment charges, all recorded during the second quarter of fiscal 2016 and 2015, and excluding goodwill impairment charges discussed below in this Note, were recorded in the Unaudited Condensed Consolidated Statements of Operations (in thousands):
 
Three Months Ended
 
2/29/2016
 
2/28/2015
Reported within other asset impairment charges(1):
 
 
 
Long-lived assets
$
7,336

 
$
41,544

Accelerated depreciation
6,208

 
—

Investment in joint venture
1,968

 
—

Assets held for sale
1,659

 
1,549

Other assets(1)
1,287

 
745


18,458

 
43,838

Reported within restructuring charges and other exit-related costs
 
 
 
Long-lived assets
329

 
—

Accelerated depreciation
630

 
3,686

Other assets
1,102

 
—


2,061

 
3,686

Reported within discontinued operations
 
 
 
Long-lived assets
673

 
2,666

Accelerated depreciation
274

 
—


947

 
2,666

Total
$
21,466

 
$
50,190

_____________________________
(1)
Other asset impairment charges were incurred in the AMR operating segment, except for $79 thousand and $745 thousand of impairment charges on Other Assets related to Corporate for the three months ended February 29, 2016 and February 28, 2015, respectively.

Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a component). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results.
In the fourth quarter of fiscal 2015, the Company changed its internal organizational and reporting structure to combine the auto and metals recycling businesses, which resulted in the formation of a new operating and reportable segment, AMR, replacing the former MRB and APB operating segments. This change led to the identification of components within AMR based on the disaggregation of financial information regularly reviewed by segment management by geographic area. Components with similar economic characteristics were aggregated into reporting units and goodwill was reassigned to the affected reporting units using the relative fair value approach as of the date of the reassessment, July 1, 2015. Beginning on that date, the Company's goodwill is carried by two regionally-defined reporting units, one consisting of a single component with $168 million of allocated goodwill, and the other consisting of two components with similar economic characteristics aggregated into a reporting unit with $9 million of allocated goodwill.

When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test.
In the first step of the two-step quantitative impairment test, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess.

The Company estimates the fair value of its reporting units using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for each reporting unit. The determination of fair value involves the use of significant estimates and assumptions, including revenue growth rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, benefits associated with a taxable transaction and synergistic benefits available to market participants. In addition, to corroborate the reporting units’ valuation, the Company uses a market approach based on earnings multiple data and a reconciliation of the Company’s estimate of the aggregate fair value of the reporting units to the Company’s market capitalization, including consideration of a control premium. See Note 4 - Goodwill for further detail including the recognition of goodwill impairment charges of $9 million and $141 million during the second quarter of fiscal 2016 and 2015, respectively.
The Company tests indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The Company did not record any impairment charges on indefinite-lived intangible assets in any of the periods presented.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, notes and other contractual receivables and derivative financial instruments. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250,000 as of February 29, 2016. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit. The Company had $18 million and $33 million of open letters of credit relating to accounts receivable as of February 29, 2016 and August 31, 2015, respectively. The counterparties to the Company's derivative financial instruments are major financial institutions.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt and derivative contracts. The Company uses the market approach to value its financial assets and liabilities, determined using available market information. The net carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. For long-term debt, which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2) and approximates its carrying value. Derivative contracts are reported at fair value. See Note 11 - Derivative Financial Instruments for further detail.
Fair Value Measurements
Fair value is measured using inputs from the three levels of the fair value hierarchy. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are described as follows:
•
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
•
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the determination of the fair value of the asset or liability, either directly or indirectly.
•
Level 3 – Unobservable inputs that are significant to the determination of the fair value of the asset or liability.
When developing the fair value measurements, the Company uses quoted market prices whenever available or seeks to maximize the use of observable inputs and minimize the use of unobservable inputs when quoted market prices are not available.
Restructuring Charges
Restructuring charges consist of severance, contract termination and other restructuring-related costs. A liability for severance costs is typically recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Contract termination costs consist primarily of costs that will continue to be incurred under operating leases for their remaining terms without economic benefit to the Company. A liability for contract termination costs is recognized at the date the Company ceases using the rights conveyed by the lease contract and is measured at its fair value, which is determined based on the remaining contractual lease rentals reduced by estimated sublease rentals. A liability for other restructuring-related costs is measured at its fair value in the period in which the liability is incurred. Restructuring charges that directly involve a discontinued operation are included in the results of discontinued operations in all periods presented. See Note 7 - Restructuring Charges and Other Exit-Related Costs for further detail.
v3.3.1.900
Recent Accounting Pronouncements
 6 Months Ended
Feb. 29, 2016
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
Recent Accounting Pronouncements
Recent Accounting Pronouncements

In May 2014, an accounting standard update was issued that clarifies the principles for recognizing revenue. The guidance is applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. Further, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. An accounting standard update issued in August 2015 deferred the effective date for applying the guidance in the original standard by one year, which is now effective for the Company beginning in the first quarter of fiscal 2019, including interim periods within that fiscal year. In March 2016, an accounting standard was issued which further clarifies the implementation guidance on principal versus agent considerations, which will also be effective beginning in the first quarter of fiscal 2019. Upon becoming effective, the Company will apply the amendments in the updated standards either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is evaluating the impact of adopting these standards on its consolidated financial position, results of operations and cash flows.
In April 2015, an accounting standard update was issued that amends the requirements for presenting debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This is not applicable to debt issuance costs related to line-of-credit arrangements, as specified in a related accounting standard update issued in August 2015. The standard is effective for the Company beginning in the first quarter of fiscal 2017, including interim periods within that fiscal year, and is to be applied retrospectively to each prior reporting period presented. Adoption of the standard is not expected to have a material impact on the Company's financial position.
In April 2015, an accounting standard update was issued that clarifies the accounting for cloud computing arrangements that include software licenses. The guidance requires that a cloud computing arrangement that includes a software license be accounted for in the same manner as the acquisition of other software licenses. If the cloud computing arrangement does not include a software license, then it should be accounted for as a service contract. The standard is effective for the Company beginning in the first quarter of fiscal 2017, including interim periods within that fiscal year. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.
In July 2015, an accounting standard update was issued that requires an entity to measure certain types of inventory, including inventory that is measured using the first-in, first out (FIFO) or average cost method, at the lower of cost and net realizable value. The current accounting standard requires an entity to measure inventory at the lower of cost or market, whereby market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments do not apply to inventory that is measured using the last-in, first-out (LIFO) or retail inventory method. The standard is effective for the Company beginning in the first quarter of fiscal 2017, including interim periods within that fiscal year. Adoption of the standard is not expected to have a material impact on the Company's financial position, results of operations and cash flows.
In September 2015, an accounting standard update was issued that eliminates the requirement to retrospectively adjust provisional amounts recognized in a business acquisition recorded in previous reporting periods. The amendments, instead, require that the acquirer recognize adjustments to provisional amounts that are identified during the one-year measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The standard is effective for the Company beginning in the first quarter of fiscal 2017, including interim periods within that fiscal year. Adoption of the standard is not expected to have a material impact on the Company's financial position, results of operations and cash flows.
In February 2016, an accounting standard was issued that will supersede the existing lease standard and requiring a lessee to recognize a lease liability and a lease asset on its balance sheet for all leases, including those classified as operating leases under the existing lease standard. The update also expands the required quantitative and qualitative disclosures surrounding leases. This standard is effective for the Company beginning in the first quarter of fiscal 2020, including interim periods within that fiscal year. This standard will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.
v3.3.1.900
Inventories
 6 Months Ended
Feb. 29, 2016
Inventory, Net [Abstract]  
Inventories
Inventories

Inventories consisted of the following (in thousands):
 
February 29, 2016
 
August 31, 2015
Processed and unprocessed scrap metal
$
49,417

 
$
56,860

Semi-finished goods (billets)
8,603

 
10,648

Finished goods
51,141

 
50,440

Supplies
36,869

 
38,584

Inventories
$
146,030

 
$
156,532
v3.3.1.900
Goodwill
 6 Months Ended
Feb. 29, 2016
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill
Goodwill

The Company tests the goodwill in each of its reporting units annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. During the second quarter of fiscal 2016, management identified the combination of sustained weak market conditions, including the adverse effects of lower commodity selling prices and the constraining impact of the lower price environment on the supply of raw materials which negatively impacted volumes, the Company’s recent financial performance and a decline in the Company’s market capitalization as a triggering event requiring an interim impairment test of goodwill allocated to its reporting units. In connection with the interim impairment test performed in the second quarter of fiscal 2016, the Company used a measurement date of February 1, 2016.
For the reporting unit with $9 million of goodwill as of February 1, 2016, the first step of the impairment test showed that the fair value of the reporting unit was less than its carrying amount, indicating a potential impairment. Based on the second step of the impairment test, the Company concluded that no implied fair value of goodwill remained for the reporting unit, resulting in an impairment of the entire carrying amount of the reporting unit's goodwill totaling $9 million.
For the reporting unit with $166 million of goodwill as of February 1, 2016, the estimated fair value of the reporting unit exceeded its carrying value by approximately 27%. The projections used in the income approach for the reporting unit took into consideration the impact of current market conditions for ferrous and nonferrous recycled metals, the cost of obtaining adequate supply flows of scrap metal including end-of-life vehicles, and recent trends of self-serve parts sales. The projections assumed a limited recovery of operating margins from current depressed levels over a multi-year period, including the benefits of recently initiated cost-saving and productivity improvement measures. The market-based WACC used in the income approach for the reporting unit was 11.16%. The terminal growth rate used in the discounted cash flow model was 2%. Assuming all other components of the fair value estimate were held constant, an increase in the WACC of 2% or more or weaker than anticipated improvements in operating margins could have resulted in a failure of the step one quantitative impairment test for the reporting unit.
The Company also used a market approach based on earnings multiple data and the Company’s market capitalization to corroborate the reporting units’ valuations. The Company reconciled its market capitalization to the aggregated estimated fair value of its reporting units, including consideration of a control premium representing the estimated amount a market participant would pay to obtain a controlling interest. The implied control premium resulting from the difference between the Company's market capitalization (based on the average trading price of the Company's Class A common stock for the two-week period ended February 1, 2016) and the higher aggregated estimated fair value of all of its reporting units was within the historical range of average and mean premiums observed on historical transactions within the steel-making, scrap processing and metals industries. The Company identified specific reconciling items, including market participant synergies, which supported the implied control premium as of February 1, 2016.
The determination of fair value of the reporting units used to perform the first step of the impairment test requires judgment and involves significant estimates and assumptions about the expected future cash flows and the impact of market conditions on those assumptions. Due to the inherent uncertainty associated with forming these estimates, actual results could differ from those estimates. Future events and changing market conditions may impact the Company’s assumptions as to future revenue growth rates, pace and extent of operating margin and volume recovery, market-based WACC and other factors that may result in changes in the estimates of the Company’s reporting units’ fair value. Although management believes the assumptions used in testing the Company’s reporting units’ goodwill for impairment are reasonable, additional declines in or a lack of recovery of market conditions from current levels, a trend of weaker than anticipated financial performance including the pace and extent of operating margin recovery for the reporting unit with allocated goodwill, a deterioration in the Company’s share price from current levels for a sustained period of time, or an increase in the market-based WACC, among other factors, could significantly impact the impairment analysis and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on the Company’s financial condition and results of operations.
The gross changes in the carrying amount of goodwill by reportable segment for the six months ended February 29, 2016 were as follows (in thousands):
 
Auto and Metals Recycling
August 31, 2015
$
175,676

Foreign currency translation adjustment
(555
)
Goodwill impairment charge
(8,845
)
February 29, 2016
$
166,276



Accumulated goodwill impairment charges were $471 million and $462 million as of February 29, 2016 and August 31, 2015 respectively.
v3.3.1.900
Debt
 6 Months Ended
Feb. 29, 2016
Debt Disclosure [Abstract]  
Short-Term Borrowings

On April 6, 2016, the Company and certain of its subsidiaries entered into the Third Amended and Restated Credit Agreement (the "Amended Credit Agreement") with Bank of America, N.A. as administrative agent, and the other lenders party thereto, which amends and restates the Company’s existing unsecured credit agreement. The Amended Credit Agreement provides for $335 million and C$15 million in senior secured revolving credit facilities maturing in April 2021. Subject to the terms and conditions of the Amended Credit Agreement, the Company may request that the commitments under the U.S. credit facility be increased by an aggregate amount not exceeding $100 million. Prior to its amendment and renewal, the credit agreement provided for revolving loans of $670 million and C$30 million maturing in April 2017. The Company had $198 million in borrowings outstanding under the credit agreement as of April 5, 2016 prior to its amendment and renewal. As of February 29, 2016 and August 31, 2015, borrowings outstanding under the credit agreement were $185 million and $215 million, respectively.
Interest rates on outstanding indebtedness under the Amended Credit Agreement are based, at the Company’s option, on either the London Interbank Offered Rate ("LIBOR"), or the Canadian equivalent, plus a spread of between 1.75% and 2.75%, with the amount of the spread based on a pricing grid tied to the Company’s leverage ratio but no less than 2.50% for the fiscal quarters ending May 31, 2016, August 31, 2016 and November 30, 2016, or the greater of the prime rate, the federal funds rate plus 0.50% or the daily rate equal to one-month LIBOR plus 1.75%, in each case plus a spread of between 0.00% and 1.00% based on a pricing grid tied to the Company's leverage ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20% and 0.40% based on a pricing grid tied to the Company’s leverage ratio.
The Amended Credit Agreement contains certain customary covenants, including covenants that limit the ability of the Company and its subsidiaries to enter into certain types of transactions. Financial covenants include covenants requiring maintenance of a minimum fixed charge coverage ratio, a maximum leverage ratio and a minimum asset coverage ratio. The Company’s obligations under the Amended Credit Agreement are guaranteed by substantially all of its subsidiaries. The credit facilities and the related guarantees are secured by senior first priority liens on certain of the Company's and its subsidiaries’ assets, including equipment, inventory and accounts receivable.
The Company also had an unsecured, uncommitted $25 million credit line with Wells Fargo Bank, N.A. that expired on April 1, 2016. Interest rates were set by the bank at the time of borrowing. The Company had no borrowings outstanding under this credit line as of February 29, 2016 and August 31, 2015.
v3.3.1.900
Commitments and Contingencies
 6 Months Ended
Feb. 29, 2016
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Commitments and Contingencies

The Company evaluates the adequacy of its environmental liabilities on a quarterly basis. Adjustments to the liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or expenditures are made for which liabilities were established.

Changes in the Company’s environmental liabilities for the six months ended February 29, 2016 were as follows (in thousands):
Reportable Segment
 
Balance as of August 31, 2015
 
Liabilities Established (Released), Net
 
Payments and Other
 
Balance as of February 29, 2016
 
Short-Term
 
Long-Term
Auto and Metals Recycling
 
$
46,494

 
$
(178
)
 
$
(810
)
 
$
45,506

 
$
732

 
$
44,774

Corporate
 
299

 
—

 
(29
)
 
270

 
150

 
120

Total
 
$
46,793

 
$
(178
)
 
$
(839
)
 
$
45,776

 
$
882

 
$
44,894



Auto and Metals Recycling (“AMR”)
As of February 29, 2016, AMR had environmental liabilities of $46 million for the potential remediation of locations where it has conducted business and has environmental liabilities from historical or recent activities.
 
Portland Harbor
In December 2000, the Company was notified by the United States Environmental Protection Agency (“EPA”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) that it is one of the potentially responsible parties (“PRPs”) that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”). The precise nature and extent of any cleanup of the Site, the parties to be involved, the process to be followed for any cleanup and the allocation of the costs for any cleanup among responsible parties have not yet been determined, but the process of identifying additional PRPs and beginning allocation of costs is underway. It is unclear to what extent the Company will be liable for environmental costs or natural resource damage claims or third party contribution or damage claims with respect to the Site. While the Company participated in certain preliminary Site study efforts, it is not party to the consent order entered into by the EPA with certain other PRPs, referred to as the “Lower Willamette Group” (“LWG”), for a remedial investigation/feasibility study (“RI/FS”).
During fiscal 2007, the Company and certain other parties agreed to an interim settlement with the LWG under which the Company made a cash contribution to the LWG RI/FS. The Company has also joined with more than 80 other PRPs, including the LWG, in a voluntary process to establish an allocation of costs at the Site. These parties have selected an allocation team and have entered into an allocation process design agreement. The LWG has also commenced federal court litigation, which has been stayed, seeking to bring additional parties into the allocation process.
In January 2008, the Natural Resource Damages Trustee Council (“Trustees”) for Portland Harbor invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustees and the PRPs, a funding and participation agreement was negotiated under which the participating PRPs agreed to fund the first phase of the natural resource damage assessment. The Company joined in that Phase I agreement and paid a portion of those costs. The Company did not participate in funding the second phase of the natural resource damage assessment.
On March 30, 2012, the LWG submitted to the EPA and made available on its website a draft feasibility study (“draft FS”) for the Site based on approximately ten years of work and $100 million in costs classified by the LWG as investigation-related. However, the EPA largely rejected this draft FS, and took over the drafting process. The EPA provided their revised draft FS to the LWG and other key stakeholders in sections, with the final section being made available in August 2015. The revised draft FS identifies five possible remedial alternatives which range in estimated cost from approximately $550 million to $1.19 billion (net present value) for the least costly alternative to approximately $1.71 billion to $3.67 billion (net present value) for the most costly and estimates a range of four to eighteen years to implement the remedial work, depending on the selected alternative. The Company and other stakeholders have identified a number of concerns regarding the EPA's cost estimates, scheduling assumptions and conclusions regarding the effectiveness of remediation technologies.
The revised draft FS does not determine who is responsible for remediation costs, define the precise cleanup boundaries or select remedies. While the revised draft FS is an important step in the EPA’s development of a proposed plan for addressing the Site, a final decision on the nature and extent of the required remediation will occur only after the EPA has prepared a proposed plan for public review and issued a record of decision (“ROD”). In November 2015, EPA Region 10 presented its preferred alternative remedy to the National Remedy Review Board ("NRRB"), a peer review group that has been established to review proposed Superfund cleanup decisions for consistency with the Superfund statute, regulations, and guidance. EPA Region 10’s preferred alternative presented to the NRRB is a modified version of one of the alternatives (Alternative E) in the revised draft FS, and EPA Region 10 estimates that its preferred alternative would take seven years to implement, with an estimated cost of $1.4 billion (net present value). The Company and other stakeholders believe that this preferred alternative raises the same concerns regarding EPA’s cost estimates, scheduling assumptions, and remedy feasibility and effectiveness as identified with the revised draft FS. EPA Region 10 has stated that it expects to release a Proposed Cleanup Plan for public review and comment in May 2016 and to issue its final ROD selecting a remedy for the Site in late 2016. It is uncertain whether the preferred alternative presented by Region 10 in November 2015 will be what the EPA sets forth as its Proposed Cleanup Plan or will be the selected remedy in the final ROD or whether the EPA will be able to maintain its proposed schedule for issuing the ROD.
The next phase in the process following the ROD is the remedial design. The remedial design phase is an engineering phase during which additional technical information and data will be collected, identified and incorporated into technical drawings and specifications developed for the subsequent remedial action. The EPA will be seeking a new coalition of PRPs to perform the remedial design activities. Remediation activities are not expected to commence for a number of years and responsibility for implementing and funding the EPA’s selected remedy will be determined in a separate allocation process. While an allocation process is currently underway, the EPA's revised draft FS and its approach to the proposed alternative remedies have raised questions and uncertainty as to how that allocation process will proceed.
Because there has not been a determination of the total cost of the investigations, the remediation that will be required, the amount of natural resource damages or how the costs of the ongoing investigations and any remedy and natural resource damages will be allocated among the PRPs, the Company believes it is not possible to reasonably estimate the amount or range of costs which it is likely to or which it is reasonably possible that it will incur in connection with the Site, although such costs could be material to the Company’s financial position, results of operations, cash flows and liquidity. Among the facts currently being developed are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within the Site, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs. The Company has insurance policies that it believes will provide reimbursement for costs it incurs for defense, remediation and mitigation for natural resource damages claims in connection with the Site, although there is no assurance that those policies will cover all of the costs which the Company may incur. The Company previously recorded a liability for its estimated share of the costs of the investigation of $1 million.
The Oregon Department of Environmental Quality is separately providing oversight of voluntary investigations by the Company involving the Company’s sites adjacent to the Portland Harbor which are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No liabilities have been established in connection with these investigations because the extent of contamination (if any) and the Company’s responsibility for the contamination (if any) have not yet been determined.

Other AMR Sites
As of February 29, 2016, the Company had environmental liabilities related to various AMR sites other than Portland Harbor of $45 million. The liabilities relate to the potential future remediation of soil contamination, groundwater contamination and storm water runoff issues and were not individually material at any site.

Steel Manufacturing Business (“SMB”)
SMB’s electric arc furnace generates dust (“EAF dust”) that is classified as hazardous waste by the EPA because of its zinc and lead content. As a result, the Company captures the EAF dust and ships it in specialized rail cars to a firm that applies a treatment that allows the EAF dust to be delisted as hazardous waste.
SMB has an operating permit issued under Title V of the Clean Air Act Amendments of 1990, which governs certain air quality standards. The permit is based on an annual production capacity of 950 thousand tons. The permit was first issued in 1998 and has since been renewed through February 1, 2018.
SMB had no environmental liabilities as of February 29, 2016.
Other than the Portland Harbor Superfund site, which is discussed above, management currently believes that adequate provision has been made for the potential impact of these issues and that the ultimate outcomes will not have a material adverse effect on the Unaudited Condensed Consolidated Financial Statements of the Company as a whole. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given period.
In addition, the Company is party to various legal proceedings arising in the normal course of business. Management believes that adequate provisions have been made for these contingencies. The Company does not anticipate that the resolution of legal proceedings arising in the normal course of business will have a material adverse effect on its results of operations, financial condition, or cash flows.
v3.3.1.900
Restructuring Charges and Other Exit-Related Costs
 6 Months Ended
Feb. 29, 2016
Restructuring Charges, Asset Impairment and Accelerated Depreciation [Abstract]  
Restructuring Charges and Other Exit-Related Costs
Restructuring Charges and Other Exit-Related Costs

The Company has implemented a number of restructuring initiatives designed to reduce operating expenses and improve profitability and to achieve further integration and synergistic cost efficiencies in its operating platform. The restructuring charges incurred by the Company during the periods presented pertain to three separate plans: the plans announced in the first quarter of fiscal 2014 (the “Q1’14 Plan”), the Q1’15 Plan and the Q2'15 Plan.
The Q1'14 Plan was designed to reduce the Company's annual operating expenses through headcount reductions, productivity improvements, procurement savings and other operational efficiencies. The Q1'15 Plan included additional productivity initiatives to improve profitability through a combination of revenue drivers and cost reduction initiatives.
At the end of the second quarter of fiscal 2015, the Company commenced additional restructuring and exit-related initiatives by undertaking strategic actions consisting of idling underutilized assets at AMR and initiating the closure of seven auto parts stores to align the Company's business to the prevalent market conditions. The Company expanded these initiatives in April 2015, and also announced the integration of the MRB and APB Businesses into the combined AMR platform, in order to achieve operational synergies and reduce the Company's annual operating expenses, primarily selling, general and administrative expenses, through headcount reductions, reducing organizational layers, consolidating shared service functions and other non-headcount measures. Additional cost savings and productivity improvement initiatives, including additional reductions in personnel, savings from procurement activities, streamlining of administrative and supporting services functions, and adjustments to our operating capacity through facility closures, were identified and initiated in November 2015 and in February 2016. Collectively, these initiatives are referred to as the Q2'15 Plan.
The Company incurred restructuring charges of $3 million and $5 million during the three and six months ended February 29, 2016, respectively, and $2 million and $3 million during the three and six months ended February 28, 2015, respectively. The remaining charges relating to these initiatives are expected to be substantially incurred by the end of fiscal 2017. The significant majority of the restructuring charges require the Company to make cash payments.
In addition to the restructuring charges recorded related to these initiatives, in the second quarter of fiscal 2016 and 2015 the Company incurred other exit-related costs consisting of long-lived asset impairments and accelerated depreciation due to shortened useful lives of long-lived assets, including from abandonment, in connection with site closures and idled equipment.
Restructuring charges and other exit-related costs were comprised of the following (in thousands):
 
Three Months Ended February 29, 2016
 
Three Months Ended February 28, 2015
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
3,185

 
$
3,185

 
$
371

 
$
540

 
$
911

Contract termination costs
35

 
12

 
47

 
56

 
79

 
135

Other restructuring costs
—

 
—

 
—

 
880

 
93

 
973

Total restructuring charges
35

 
3,197

 
3,232

 
1,307

 
712

 
2,019

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total other exit-related costs
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total restructuring charges and other exit-related costs
$
35

 
$
6,205

 
$
6,240

 
$
1,307

 
$
7,064

 
$
8,371

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related costs included in continuing operations
 
$
5,291

 
 
 
 
 
$
5,394

Restructuring charges and other exit-related costs included in discontinued operations
 
$
949

 
 
 
 
 
$
2,977

 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
4,346

 
$
4,346

 
$
398

 
$
540

 
$
938

Contract termination costs
125

 
657

 
782

 
309

 
79

 
388

Other restructuring costs
—

 
—

 
—

 
1,223

 
93

 
1,316

Total restructuring charges
125

 
5,003

 
5,128

 
1,930

 
712

 
2,642

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total other exit-related costs
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total restructuring charges and other exit-related costs
$
125

 
$
8,011

 
$
8,136

 
$
1,930

 
$
7,064

 
$
8,994

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related costs included in continuing operations
 
$
7,216

 
 
 
 
 
$
5,987

Restructuring charges and other exit-related costs included in discontinued operations
 
$
920

 
 
 
 
 
$
3,007


 
All Other Plans
 
Q2'15 Plan
 
Total
Total restructuring charges to date
$
7,886

 
$
13,626

 
$
21,512

Total expected restructuring charges
$
7,941

 
$
14,030

 
$
21,971



The following illustrates the reconciliation of the restructuring liability by major type of costs for the six months ended February 29, 2016 (in thousands):
 
All Other Plans
 
Q2’15 Plan
 
All Plans
 
Balance 8/31/2015
 
Charges
 
Payments and Other
 
Balance 2/29/2016
 
Balance 8/31/2015
 
Charges
 
Payments and Other
 
Balance 2/29/2016
 
Total Charges to Date
 
Total Expected Charges
Severance costs
$
—

 
$
—

 
$
—

 
$
—

 
$
1,226

 
$
4,346

 
$
(2,061
)
 
$
3,511

 
$
14,582

 
$
14,646

Contract termination costs
362

 
125

 
(388
)
 
99

 
1,320

 
657

 
(702
)
 
1,275

 
3,248

 
3,643

Other restructuring costs
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3,682

 
3,682

Total
$
362

 
$
125

 
$
(388
)
 
$
99

 
$
2,546

 
$
5,003

 
$
(2,763
)
 
$
4,786

 
$
21,512

 
$
21,971



Due to the individual immateriality of the activity and liability balances for each of the Q1'14 Plan and Q1'15 Plan, the disclosure of restructuring activity and the reconciliation of the restructuring liability for these two plans is provided in the aggregate ("All Other Plans").

Restructuring charges and other exit-related costs by reportable segment and discontinued operations were as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
Total Charges
to Date
 
Total Expected Charges
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
 
 
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
$
2,421

 
$
1,645

 
$
4,343

 
$
2,244

 
$
15,141

 
$
15,593

Unallocated (Corporate)
809

 
63

 
812

 
57

 
4,819

 
4,826

Discontinued operations
2

 
311

 
(27
)
 
341

 
1,552

 
1,552

Total restructuring charges
3,232

 
2,019

 
5,128

 
2,642

 
21,512

 
21,971

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
2,061

 
3,686

 
2,061

 
3,686

 
6,463

 
 
Discontinued operations
947

 
2,666

 
947

 
2,666

 
3,613

 
 
Total other exit-related costs
3,008

 
6,352

 
3,008

 
6,352

 
10,076

 


Total restructuring charges and other exit-related costs
$
6,240

 
$
8,371

 
$
8,136

 
$
8,994

 
$
31,588

 



The Company does not allocate restructuring charges and other exit-related costs to the segments’ operating results because management does not include this information in its measurement of the performance of the operating segments.
v3.3.1.900
Changes in Equity
 6 Months Ended
Feb. 29, 2016
Stockholders' Equity Note [Abstract]  
Changes in Equity
Changes in Equity
Changes in equity were comprised of the following (in thousands):
 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
SSI Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
 
SSI Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
Balance - September 1 (Beginning of period)
$
534,535

 
$
4,016

 
$
538,551

 
$
770,784

 
$
5,193

 
$
775,977

Net income (loss)
(46,541
)
 
604

 
(45,937
)
 
(198,115
)
 
631

 
(197,484
)
Other comprehensive loss, net of tax
(1,556
)
 
—

 
(1,556
)
 
(23,507
)
 
—

 
(23,507
)
Distributions to noncontrolling interests
—

 
(971
)
 
(971
)
 
—

 
(1,585
)
 
(1,585
)
Share repurchases
(3,479
)
 
—

 
(3,479
)
 
—

 
—

 
—

Restricted stock withheld for taxes
(1,895
)
 
—

 
(1,895
)
 
(1,360
)
 
—

 
(1,360
)
Share-based compensation
2,627

 
—

 
2,627

 
4,300

 
—

 
4,300

Excess tax deficiency from stock options exercised and restricted stock units vested
—

 
—

 
—

 
(704
)
 
—

 
(704
)
Dividends
(10,268
)
 
—

 
(10,268
)
 
(10,298
)
 
—

 
(10,298
)
Balance - February 29, 2016 and February 28, 2015
(End of period)
$
473,423

 
$
3,649

 
$
477,072

 
$
541,100

 
$
4,239

 
$
545,339
v3.3.1.900
Accumulated Other Comprehensive Loss
 6 Months Ended
Feb. 29, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax, were comprised of the following (in thousands):
 
Three Months Ended February 29, 2016
 
Three Months Ended February 28, 2015
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
Balances - December 1 (Beginning of period)
$
(35,018
)
 
$
(4,232
)
 
$
—

 
$
(39,250
)
 
$
(17,935
)
 
$
(2,000
)
 
$
(850
)
 
$
(20,785
)
Other comprehensive loss before reclassifications
(892
)
 
—

 
—

 
(892
)
 
(12,601
)
 
—

 
(3,424
)
 
(16,025
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other comprehensive loss before reclassifications, net of tax
(892
)
 
—

 
—

 
(892
)
 
(12,601
)
 
—

 
(3,424
)
 
(16,025
)
Amounts reclassified from accumulated other comprehensive loss
—

 
101

 
—

 
101

 
—

 
38

 
853

 
891

Income tax benefit
—

 
(37
)
 
—

 
(37
)
 
—

 
(15
)
 
(214
)
 
(229
)
Amounts reclassified from accumulated other comprehensive loss, net of tax
—

 
64

 
—

 
64

 
—

 
23

 
639

 
662

Net periodic other comprehensive income (loss)
(892
)
 
64

 
—

 
(828
)
 
(12,601
)
 
23

 
(2,785
)
 
(15,363
)
Balances - February 29, 2016 and February 28, 2015 (End of period)
$
(35,910
)
 
$
(4,168
)
 
$
—

 
$
(40,078
)
 
$
(30,536
)
 
$
(1,977
)
 
$
(3,635
)
 
$
(36,148
)
 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
Balances - September 1 (Beginning of period)
$
(34,009
)
 
$
(4,273
)
 
$
(240
)
 
$
(38,522
)
 
$
(10,663
)
 
$
(2,036
)
 
$
58

 
$
(12,641
)
Other comprehensive loss before reclassifications
(1,901
)
 
—

 
—

 
(1,901
)
 
(19,873
)
 
—

 
(5,136
)
 
(25,009
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
—

 
428

 
428

Other comprehensive loss before reclassifications, net of tax
(1,901
)
 
—

 
—

 
(1,901
)
 
(19,873
)
 
—

 
(4,708
)
 
(24,581
)
Amounts reclassified from accumulated other comprehensive loss
—

 
165

 
312

 
477

 
—

 
87

 
1,354

 
1,441

Income tax benefit
—

 
(60
)
 
(72
)
 
(132
)
 
—

 
(28
)
 
(339
)
 
(367
)
Amounts reclassified from accumulated other comprehensive loss, net of tax
—

 
105

 
240

 
345

 
—

 
59

 
1,015

 
1,074

Net periodic other comprehensive income (loss)
(1,901
)
 
105

 
240

 
(1,556
)
 
(19,873
)
 
59

 
(3,693
)
 
(23,507
)
Balances - February 29, 2016 and February 28, 2015 (End of period)
$
(35,910
)
 
$
(4,168
)
 
$
—

 
$
(40,078
)
 
$
(30,536
)
 
$
(1,977
)
 
$
(3,635
)
 
$
(36,148
)


Reclassifications from accumulated other comprehensive loss, both individually and in the aggregate, were immaterial to the impacted captions in the Unaudited Condensed Consolidated Statements of Operations.
v3.3.1.900
Discontinued Operations
 6 Months Ended
Feb. 29, 2016
Discontinued Operations [Abstract]  
Discontinued Operations
Discontinued Operations

In the third quarter of fiscal 2015, the Company ceased operations at seven auto parts stores, six of which qualified for discontinued operations reporting in accordance with the accounting standards in effect at the time. The operations of the six qualifying stores had previously been reported within the APB reportable segment, which was subsequently replaced by the AMR reportable segment in the fourth quarter of fiscal 2015. In the second quarter of fiscal 2016 and 2015, the Company recorded impairment charges of $1 million and $3 million, respectively, on the long-lived assets of discontinued auto parts stores. Impaired assets in the second quarter of fiscal 2016 consisted primarily of capital lease assets associated with the buildings on two leased properties.
Operating results of discontinued operations were comprised of the following (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Revenues
$
—

 
$
3,140

 
$
—

 
$
6,770

 
 
 
 
 
 
 
 
Loss from discontinued operations before income taxes
$
(1,015
)
 
$
(4,321
)
 
$
(1,094
)
 
$
(5,257
)
Income tax (expense) benefit
(9
)
 
79

 
5

 
177

Loss from discontinued operations, net of tax
$
(1,024
)
 
$
(4,242
)
 
$
(1,089
)
 
$
(5,080
)
v3.3.1.900
Derivative Financial Instruments
 6 Months Ended
Feb. 29, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments
Derivative Financial Instruments

The Company previously entered into a series of foreign currency exchange forward contracts to sell U.S. dollars in order to hedge a portion of its exposure to fluctuating rates of exchange on anticipated U.S. dollar-denominated sales by its Canadian subsidiary with a functional currency of the Canadian dollar. The Company utilized intercompany foreign currency derivatives and offsetting derivatives with external counterparties in order to designate the intercompany derivatives as hedging instruments. Once the U.S. dollar-denominated sales have been recognized and the corresponding receivables collected, the Company utilized foreign currency exchange forward contracts to sell Canadian dollars, achieving a result similar to net settling the contracts to sell U.S. dollars. The foreign currency exchange forward contracts to sell Canadian dollars are not designated as hedging instruments.
The Company did not have any foreign currency exchange forward contracts as of February 29, 2016, and the results of contracts that expired during fiscal 2016 were immaterial. Accordingly, the results of foreign currency exchange forward contracts for fiscal 2016 are excluded from the tabular disclosures below.
The fair value of derivative instruments in the Unaudited Condensed Consolidated Balance Sheets is as follows (in thousands):
 
Asset (Liability) Derivatives
 
Balance Sheet Location
August 31, 2015
Foreign currency exchange forward contracts
Prepaid expenses and other current assets
$
—

Foreign currency exchange forward contracts
Other accrued liabilities
$
(751
)

The following table summarizes the results of foreign currency exchange derivatives (in thousands):
 
Derivative Gain (Loss) Recognized
 
Three Months Ended February 28, 2015
 
Other Comprehensive Loss
 
Revenues - Effective Portion
 
Other Income (Expense), net
Foreign currency exchange forward contracts
- designated as cash flow hedges
$
(3,424
)
 
$
(853
)
 
$
121

Foreign currency exchange forward contracts
- not designated as cash flow hedges
$
—

 
$
—

 
$
(117
)
 
Derivative Gain (Loss) Recognized
 
Six Months Ended February 28, 2015
 
Other Comprehensive Loss
 
Revenues - Effective Portion
 
Other Income (Expense), net
Foreign currency exchange forward contracts
- designated as cash flow hedges
$
(5,136
)
 
$
(1,354
)
 
$
175

Foreign currency exchange forward contracts
- not designated as cash flow hedges
$
—

 
$
—

 
$
(122
)


There was no hedge ineffectiveness with respect to the forward currency exchange cash flow hedges for the three and six months ended February 28, 2015.
v3.3.1.900
Share-Based Compensation
 6 Months Ended
Feb. 29, 2016
Share-based Compensation [Abstract]  
Share-Based Compensation
Share-Based Compensation

In the first quarter of fiscal 2016, as part of the annual awards under the Company's Long-Term Incentive Plan, the Compensation Committee of the Company's Board of Directors ("Compensation Committee") granted 203,728 restricted stock units ("RSUs") and 201,702 performance share awards to the Company's key employees and officers under the Company's 1993 Amended and Restated Stock Incentive Plan ("SIP"). The RSUs have a five-year term and vest 20% per year commencing October 31, 2016. In addition, in the first quarter of fiscal 2016 the Compensation Committee granted 48,163 RSUs with a two-year vesting term and no retirement-eligibility provisions under the SIP. The aggregate fair value of all of the RSUs granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $4 million. The compensation expense associated with the RSUs is recognized over the requisite service period of the awards, net of forfeitures.
The performance share awards are comprised of two separate and distinct awards with different vesting conditions.
The Compensation Committee granted 99,860 performance share awards based on a relative Total Shareholder Return ("TSR") metric over a performance period spanning November 9, 2015 to August 31, 2018. Award share payouts range from 0% to a maximum of 200% based on the relative ranking of the Company's TSR among a designated peer group of 16 companies. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company's TSR is negative. The TSR awards contain a market condition and, therefore, once the award recipients complete the requisite service period, the related compensation expense based on the grant-date fair value is not changed, regardless of whether the market condition has been satisfied. The estimated fair value of the TSR awards at the date of grant was $2 million. The Company estimated the fair value of the TSR awards using a Monte-Carlo simulation model utilizing several key assumptions including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features.
The remaining 101,842 performance share awards have a three -year performance period consisting of the Company’s fiscal 2016, 2017 and 2018. The performance targets are based on the Company's cash flow return on investment over the three-year performance period, with award payouts ranging from 0% to a maximum of 200%. The fair value of the awards granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $2 million.
The compensation expense associated with performance share awards is recognized over the requisite service period, net of forfeitures. Performance share awards will be paid in Class A common stock as soon as practicable after the end of the requisite service period and vesting date of October 31, 2018.

In the second quarter of fiscal 2016, the Company granted deferred stock units ("DSU") to each of its non-employee directors under the Company's 1993 Stock Incentive Plan. Each DSU gives the director the right to receive one share of Class A common stock at a future date. The grant included an aggregate of 57,780 shares that will vest on the day before the Company's 2017 annual meeting, subject to continued Board service. The total value of these awards at the grant date was $1 million. John Carter, the Company's Chairman, and Tamara Lundgren, President and Chief Executive Officer, receive compensation pursuant to their employment agreements and do not receive DSUs.
v3.3.1.900
Income Taxes
 6 Months Ended
Feb. 29, 2016
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes

The effective tax rate for the Company’s continuing operations for the three and six months ended February 29, 2016 was an expense of 3.3% and 1.6%, respectively, compared to a benefit of 4.8% and 4.7% for the three and six months ended February 28, 2015, respectively.
A reconciliation of the difference between the federal statutory rate and the Company’s effective rate is as follows:
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
 
35.0
 %
State taxes, net of credits
1.6

 
1.1

 
1.5

 
1.1

Foreign income taxed at different rates
(4.5
)
 
(7.4
)
 
(5.1
)
 
(7.6
)
Non-deductible officers’ compensation
(1.1
)
 
(0.1
)
 
(0.7
)
 
(0.1
)
Noncontrolling interests
2.6

 
0.5

 
1.8

 
0.5

Research and development credits
0.8

 
0.1

 
0.6

 
0.1

Valuation allowance on deferred tax assets
(35.2
)
 
(20.5
)
 
(32.9
)
 
(20.4
)
Non-deductible goodwill
(0.4
)
 
(2.8
)
 
(0.4
)
 
(2.8
)
Unrecognized tax benefits
(0.9
)
 
(0.5
)
 
(0.7
)
 
(0.5
)
Other
(1.2
)
 
(0.6
)
 
(0.7
)
 
(0.6
)
Effective tax rate
(3.3
)%
 
4.8
 %
 
(1.6
)%
 
4.7
 %

_____________________________
(1)
For periods with reported pre-tax losses, the effect of reconciling items with positive signs is a tax benefit in excess of applying the federal statutory rate to the pre-tax loss.

The effective tax rate from continuing operations for the second quarter and first six months of fiscal 2016 was lower than the federal statutory rate of 35% primarily due to the low projected annual effective tax rate applied to the quarterly results. The low projected annual effective tax rate is the result of the Company’s full valuation allowance positions partially offset by increases in deferred tax liabilities from indefinite-lived assets in all jurisdictions.
The effective tax rate for the second quarter and first six months of fiscal 2015 was impacted primarily by the recognition of valuation allowances of $42 million on current period benefits in multiple taxing jurisdictions and the impact of the lower financial performance of foreign operations, which are taxed at more favorable rates. The deferred tax assets for which a valuation allowance was recorded were related primarily to deductible temporary differences created in the second quarter by the impairment charges to goodwill and other assets.
The Company files federal and state income tax returns in the U.S. and foreign tax returns in Puerto Rico and Canada. At this time, the Company is under examination in one of its taxing jurisdictions, Canada, for fiscal years 2013 and 2014. For U.S. federal income tax returns, fiscal years 2012 to 2015 remain subject to examination under the statute of limitations.
v3.3.1.900
Net Income (Loss) Per Share
 6 Months Ended
Feb. 29, 2016
Earnings Per Share [Abstract]  
Net Loss Per Share
Net Loss Per Share

The following table sets forth the information used to compute basic and diluted net loss per share attributable to SSI (in thousands):
 
Three Months Ended
 
Six Months Ended
  
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Loss from continuing operations
$
(39,946
)
 
$
(191,640
)
 
$
(44,848
)
 
$
(192,404
)
Net (income) loss attributable to noncontrolling interests
(275
)
 
240

 
(604
)
 
(631
)
Loss from continuing operations attributable to SSI
(40,221
)
 
(191,400
)
 
(45,452
)
 
(193,035
)
Loss from discontinued operations, net of tax
(1,024
)
 
(4,242
)
 
(1,089
)
 
(5,080
)
Net loss attributable to SSI
$
(41,245
)
 
$
(195,642
)
 
$
(46,541
)
 
$
(198,115
)
Computation of shares:
 
 
 
 
 
 
 
Weighted average common shares outstanding, basic
27,201

 
27,020

 
27,178

 
26,982

Incremental common shares attributable to dilutive stock options, performance share awards, DSUs, and RSUs
—

 
—

 
—

 
—

Weighted average common shares outstanding, diluted
27,201

 
27,020

 
27,178

 
26,982


 
Common stock equivalent shares of 993,799 and 925,615, respectively, were considered antidilutive and were excluded from the calculation of diluted net loss per share for each of the three and six months ended February 29, 2016, compared to 1,325,818 and 1,261,928 common stock equivalent shares for each of the three and six months ended February 28, 2015.
v3.3.1.900
Related Party Transactions
 6 Months Ended
Feb. 29, 2016
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions

The Company purchases recycled metal from its joint venture operations at prices that approximate fair market value. These purchases totaled $2 million and $6 million for the three months ended February 29, 2016 and February 28, 2015, respectively, and $6 million and $13 million for the six months ended February 29, 2016 and February 28, 2015, respectively.
Thomas D. Klauer, Jr., who had been President of the Company’s former Auto Parts Business prior to his retirement on January 5, 2015, is the sole shareholder of a corporation that is the 25% minority partner in a partnership in which the Company is the 75% partner and which operates five self-service stores in Northern California. Mr. Klauer’s 25% share of the profits of this partnership totaled less than $1 million and $1 million for the three and six months ended February 28, 2015, respectively. The partnership leases properties from entities in which Mr. Klauer has ownership interests under agreements that expire in December 2020 with options to renew the leases, upon expiration, for multiple periods. The rent paid by the partnership to the entities in which Mr. Klauer has ownership interests was less than $1 million for each of the three and six months ended February 28, 2015.
v3.3.1.900
Segment Information
 6 Months Ended
Feb. 29, 2016
Segment Reporting [Abstract]  
Segment Information
Segment Information

The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses and for which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
Prior to the fourth quarter of fiscal 2015, the Company's internal organizational and reporting structure supported three operating and reportable segments: the Metals Recycling Business ("MRB"), the Auto Parts Business ("APB") and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2015, in accordance with its plan announced in April 2015, the Company combined and integrated its auto parts and metals recycling businesses into a single operating platform. This resulted in a realignment of how the Chief Executive Officer, who is considered the Company's chief operating decision maker, reviews performance and makes decisions on resource allocation. The change in the Company's internal organizational and reporting structure resulted in the formation of a new operating and reportable segment, the Auto and Metals Recycling ("AMR") business, replacing the former MRB and APB segments. The Company began reporting on this new segment in the fourth quarter of fiscal 2015 as reflected in its Annual Report on Form 10-K for the year ended August 31, 2015. The segment data for the comparable periods presented herein has been revised to conform to the current period presentation for all activities of AMR. Recasting this historical information did not have an impact on the Company's consolidated financial performance for any of the periods presented.

AMR buys and processes ferrous and nonferrous metal for sale to foreign and other domestic steel producers or their representatives and to SMB. In addition, AMR purchases ferrous metal from other processors for shipment directly to SMB. AMR also procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores.
The Company is a noncontrolling partner in joint ventures, which are either in the metals recycling business or are suppliers of unprocessed metal, the results of which are reported within the AMR reportable segment.
SMB operates a steel mini-mill that produces a wide range of finished steel products using recycled metal and other raw materials.
Intersegment sales from AMR to SMB are made at rates that approximate market prices for shipments from the West Coast of the U.S. These intercompany sales tend to produce intercompany profits which are not recognized until the finished products are ultimately sold to third parties.
The information provided below is obtained from internal information that is provided to the Company’s chief operating decision maker for the purpose of corporate management. The Company uses segment operating income to measure segment performance. The Company does not allocate corporate interest income and expense, income taxes and other income and expense to its reportable segments. Expenses related to shared services that support operational activities and transactions is allocated from Corporate to the segments. Unallocated Corporate expense consists primarily of expense for certain shared services management and administrative services that benefit both reportable segments. In addition, the Company does not allocate restructuring charges and other exit-related costs to the segment operating income because management does not include this information in its measurement of the performance of the operating segments. The results of discontinued operations are excluded from segment operating income and are presented separately, net of tax, from the results of ongoing operations for all periods presented.
The table below illustrates the Company’s revenues from continuing operations by reportable segment (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Revenues:
 
 
 
 
 
 
 
Auto and Metals Recycling:
 
 
 
 
 
 
 
Revenues
$
249,812

 
$
389,057

 
$
522,777

 
$
902,745

Less: Intersegment revenues
(19,126
)
 
(44,734
)
 
(42,794
)
 
(100,016
)
AMR external customer revenues
230,686

 
344,323

 
479,983

 
802,729

Steel Manufacturing Business:
 
 
 
 
 
 
 
Revenues
58,391

 
93,126

 
130,292

 
188,344

Total revenues
$
289,077

 
$
437,449

 
$
610,275

 
$
991,073



The table below illustrates the reconciliation of the Company’s segment operating loss to the loss from continuing operations before income taxes (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Auto and Metals Recycling
$
(26,350
)
 
$
(188,640
)
 
$
(24,314
)
 
$
(183,911
)
Steel Manufacturing Business
(1,202
)
 
3,799

 
1,552

 
10,006

Segment operating loss
(27,552
)
 
(184,841
)
 
(22,762
)
 
(173,905
)
Restructuring charges and other exit-related costs
(5,291
)
 
(5,394
)
 
(7,216
)
 
(5,987
)
Corporate and eliminations
(4,233
)
 
(10,776
)
 
(11,126
)
 
(20,334
)
Operating loss
(37,076
)
 
(201,011
)
 
(41,104
)
 
(200,226
)
Interest expense
(2,015
)
 
(2,295
)
 
(3,874
)
 
(4,669
)
Other income, net
438

 
1,993

 
845

 
2,925

Loss from continuing operations before income taxes
$
(38,653
)
 
$
(201,313
)
 
$
(44,133
)
 
$
(201,970
)


The following is a summary of the Company’s total assets by reportable segment (in thousands):
 
February 29, 2016
 
August 31, 2015
Auto and Metals Recycling(1)
$
1,452,722

 
$
1,492,906

Steel Manufacturing Business
369,836

 
370,955

Total segment assets
1,822,558

 
1,863,861

Corporate and eliminations
(970,385
)
 
(901,562
)
Total assets
$
852,173

 
$
962,299

_____________________________
(1)
AMR total assets include $13 million and $15 million as of February 29, 2016 and August 31, 2015, respectively, for investments in joint ventures.
v3.3.1.900
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Feb. 29, 2016
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2015. The results for the three and six months ended February 29, 2016 and February 28, 2015 are not necessarily indicative of the results of operations for the entire fiscal year.
Segment Reporting
Segment Reporting
Prior to the fourth quarter of fiscal 2015, the Company's internal organizational and reporting structure supported three operating and reportable segments: the Metals Recycling Business ("MRB"), the Auto Parts Business ("APB") and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2015, in accordance with its plan announced in April 2015, the Company combined and integrated its auto parts and metals recycling businesses into a single operating platform. The change in the Company's internal organizational and reporting structure resulted in the formation of a new operating and reportable segment, the Auto and Metals Recycling ("AMR") business, replacing the former MRB and APB segments. The Company began reporting on this new segment in the fourth quarter of fiscal 2015 as reflected in its Annual Report on Form 10-K for the year ended August 31, 2015. The segment data for the comparable periods presented herein has been recast to conform to the current period presentation for all activities of AMR. Recasting this historical information did not have an impact on the Company's consolidated financial performance for any of the periods presented.
Accounting Changes
Accounting Changes
In April 2014, an accounting standard update was issued that amends the requirements for reporting discontinued operations, which may include a component of an entity or a group of components of an entity. The amendments limit discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have, or will have, a major effect on an entity's operations and financial results. The amendments require expanded disclosure about the assets, liabilities, revenues and expenses of discontinued operations. Further, the amendments require an entity to disclose the pretax profit or loss of an individually significant component that is being disposed of that does not qualify for discontinued operations reporting. The Company adopted the new requirement in the first quarter of fiscal 2016 with no impact to the Unaudited Condensed Consolidated Financial Statements. The standard is to be applied prospectively to all disposals or classifications as held for sale of components that occur beginning in the first quarter of fiscal 2016, and interim periods within that fiscal year, and all businesses that, on acquisition, are classified as held for sale that occur beginning in the first quarter of fiscal 2016, and interim periods within that fiscal year.
In November 2015, an accounting standard update was issued that requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. To simplify the presentation of the Company's deferred tax liabilities and assets, along with valuation allowances against deferred tax assets, the Company early-adopted the new requirement as of the beginning of the first quarter of fiscal 2016 and is applying the amendments prospectively. Adoption of the new requirement impacted the classification of the Company's deferred tax liabilities and assets reported in its Unaudited Condensed Consolidated Balance Sheet beginning as of November 30, 2015, and had no impact on its consolidated results of operations and cash flows. The comparative period balance sheet has not been retrospectively adjusted.
Discontinued Operations
Discontinued Operations
The results of discontinued operations are presented separately, net of tax, from the results of ongoing operations for all periods presented. The expenses included in the results of discontinued operations are the direct operating expenses incurred by the disposed components that may be reasonably segregated from the costs of the ongoing operations of the Company. Asset impairments related to the disposed components are also included in the results of discontinued operations. See Note 10 - Discontinued Operations and the Asset Impairment Charges section of this Note for further detail.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of $8 million and $11 million as of February 29, 2016 and August 31, 2015, respectively.
Other Assets
Other Assets
The Company’s other assets, exclusive of prepaid expenses, consist primarily of receivables from insurers, notes and other contractual receivables, and assets held for sale. Other assets are reported within either prepaid expenses and other current assets or other assets in the Unaudited Condensed Consolidated Balance Sheets based on their expected use either during or beyond the current operating cycle of one year from the reporting date.
As of February 29, 2016 and August 31, 2015, the Company reported less than $1 million and $2 million, respectively, of assets held for sale within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets. An asset is classified as held for sale upon meeting certain criteria specified in the accounting standards. An asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. During the second quarter of fiscal 2016 and 2015, the Company recorded impairment charges for the initial and subsequent write-down of certain equipment held for sale to its fair value less cost to sell of $2 million which are reported within other asset impairment charges in the Unaudited Condensed Consolidated Statements of Operations. The Company determined fair value using Level 3 inputs under the fair value hierarchy consisting of information provided by brokers and other external sources along with management's own assumptions. See the Asset Impairment Charges section of this Note for tabular presentation of the impairment charges on assets held for sale.
Long-Lived Assets
Asset Impairment Charges
The following asset impairment charges, all recorded during the second quarter of fiscal 2016 and 2015, and excluding goodwill impairment charges discussed below in this Note, were recorded in the Unaudited Condensed Consolidated Statements of Operations (in thousands):
 
Three Months Ended
 
2/29/2016
 
2/28/2015
Reported within other asset impairment charges(1):
 
 
 
Long-lived assets
$
7,336

 
$
41,544

Accelerated depreciation
6,208

 
—

Investment in joint venture
1,968

 
—

Assets held for sale
1,659

 
1,549

Other assets(1)
1,287

 
745


18,458

 
43,838

Reported within restructuring charges and other exit-related costs
 
 
 
Long-lived assets
329

 
—

Accelerated depreciation
630

 
3,686

Other assets
1,102

 
—


2,061

 
3,686

Reported within discontinued operations
 
 
 
Long-lived assets
673

 
2,666

Accelerated depreciation
274

 
—


947

 
2,666

Total
$
21,466

 
$
50,190

_____________________________
(1)
Other asset impairment charges were incurred in the AMR operating segment, except for $79 thousand and $745 thousand of impairment charges on Other Assets related to Corporate for the three months ended February 29, 2016 and February 28, 2015, respectively.

Long-Lived Assets
The Company tests long-lived tangible and intangible assets for impairment at the asset group level, which is determined based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. For the Company's metals recycling businesses, an asset group is generally comprised of the regional shredding and export operation along with surrounding feeder yards. For regions with no shredding and export operations, each metals recycling yard is an asset group. For the Company's auto parts businesses, generally each auto parts store is an asset group. The Company's steel manufacturing business is a single asset group. The Company tests its asset groups for impairment when certain triggering events or changes in circumstances indicate that the carrying value of the asset group may be impaired. If the carrying value of the asset group is not recoverable because it exceeds the Company’s estimate of future undiscounted cash flows from the use and eventual disposition of the asset group, an impairment loss is recognized by the amount the carrying value exceeds its fair value, if any. The impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value. Fair value is determined primarily using the cost and market approaches.
During the second quarter of fiscal 2016 and 2015, the Company recorded impairment charges on long-lived tangible and intangible assets associated with certain regional metals recycling operations and used auto parts store locations.
With respect to individual long-lived assets, changes in circumstances may merit a change in the estimated useful lives or salvage values of the assets, which are accounted for prospectively in the period of change. For such assets, the useful life is shortened based on the Company's current plans to dispose of or abandon the asset before the end of its original useful life and depreciation is accelerated beginning when that determination is made. During the second quarter of fiscal 2016 and 2015, the Company recognized accelerated depreciation due to shortened useful lives in connection with site closures and idled equipment.
See the Asset Impairment Charges section of this Note for tabular presentation of long-lived asset impairment charges and accelerated depreciation. Long-lived asset impairment charges and accelerated depreciation are reported in the Unaudited Condensed Consolidated Statements of Operations within (1) other asset impairment charges; (2) restructuring charges and other exit-related costs, if related to a site closure not qualifying for discontinued operations reporting; or (3) discontinued operations, if related to a component of the Company qualifying for discontinued operations reporting.
Investment in Joint Ventures
Investments in Joint Ventures
A loss in value of an investment in a joint venture that is other than a temporary decline is recognized. Management considers all available evidence to evaluate the realizable value of its investments including the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the joint venture business, and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Once management determines that an other-than-temporary impairment exists, the investment is written down to its fair value, which establishes a new cost basis. The Company determines fair value using Level 3 inputs under the fair value hierarchy using an income approach based on a discounted cash flow analysis. During the second quarter of fiscal 2016, the Company recorded an impairment charge of $2 million related to an investment in a joint venture, which is reported within other asset impairment charges in the Unaudited Consolidated Statements of Operations.
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a component). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results.
In the fourth quarter of fiscal 2015, the Company changed its internal organizational and reporting structure to combine the auto and metals recycling businesses, which resulted in the formation of a new operating and reportable segment, AMR, replacing the former MRB and APB operating segments. This change led to the identification of components within AMR based on the disaggregation of financial information regularly reviewed by segment management by geographic area. Components with similar economic characteristics were aggregated into reporting units and goodwill was reassigned to the affected reporting units using the relative fair value approach as of the date of the reassessment, July 1, 2015. Beginning on that date, the Company's goodwill is carried by two regionally-defined reporting units, one consisting of a single component with $168 million of allocated goodwill, and the other consisting of two components with similar economic characteristics aggregated into a reporting unit with $9 million of allocated goodwill.

When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test.
In the first step of the two-step quantitative impairment test, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess.

The Company estimates the fair value of its reporting units using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for each reporting unit. The determination of fair value involves the use of significant estimates and assumptions, including revenue growth rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, benefits associated with a taxable transaction and synergistic benefits available to market participants. In addition, to corroborate the reporting units’ valuation, the Company uses a market approach based on earnings multiple data and a reconciliation of the Company’s estimate of the aggregate fair value of the reporting units to the Company’s market capitalization, including consideration of a control premium. See Note 4 - Goodwill for further detail including the recognition of goodwill impairment charges of $9 million and $141 million during the second quarter of fiscal 2016 and 2015, respectively.
The Company tests indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The Company did not record any impairment charges on indefinite-lived intangible assets in any of the periods presented.
Concentration Of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, notes and other contractual receivables and derivative financial instruments. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250,000 as of February 29, 2016. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit. The Company had $18 million and $33 million of open letters of credit relating to accounts receivable as of February 29, 2016 and August 31, 2015, respectively. The counterparties to the Company's derivative financial instruments are major financial institutions.
Financial Instruments
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt and derivative contracts. The Company uses the market approach to value its financial assets and liabilities, determined using available market information. The net carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. For long-term debt, which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2) and approximates its carrying value. Derivative contracts are reported at fair value. See Note 11 - Derivative Financial Instruments for further detail.
Fair Value Measurements
Fair Value Measurements
Fair value is measured using inputs from the three levels of the fair value hierarchy. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are described as follows:
•
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
•
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the determination of the fair value of the asset or liability, either directly or indirectly.
•
Level 3 – Unobservable inputs that are significant to the determination of the fair value of the asset or liability.
When developing the fair value measurements, the Company uses quoted market prices whenever available or seeks to maximize the use of observable inputs and minimize the use of unobservable inputs when quoted market prices are not available.
Restructuring Charges
Restructuring Charges
Restructuring charges consist of severance, contract termination and other restructuring-related costs. A liability for severance costs is typically recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Contract termination costs consist primarily of costs that will continue to be incurred under operating leases for their remaining terms without economic benefit to the Company. A liability for contract termination costs is recognized at the date the Company ceases using the rights conveyed by the lease contract and is measured at its fair value, which is determined based on the remaining contractual lease rentals reduced by estimated sublease rentals. A liability for other restructuring-related costs is measured at its fair value in the period in which the liability is incurred. Restructuring charges that directly involve a discontinued operation are included in the results of discontinued operations in all periods presented. See Note 7 - Restructuring Charges and Other Exit-Related Costs for further detail.
v3.3.1.900
Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Feb. 29, 2016
Accounting Policies [Abstract]  
Schedule of Asset Impairment Charges
The following asset impairment charges, all recorded during the second quarter of fiscal 2016 and 2015, and excluding goodwill impairment charges discussed below in this Note, were recorded in the Unaudited Condensed Consolidated Statements of Operations (in thousands):
 
Three Months Ended
 
2/29/2016
 
2/28/2015
Reported within other asset impairment charges(1):
 
 
 
Long-lived assets
$
7,336

 
$
41,544

Accelerated depreciation
6,208

 
—

Investment in joint venture
1,968

 
—

Assets held for sale
1,659

 
1,549

Other assets(1)
1,287

 
745


18,458

 
43,838

Reported within restructuring charges and other exit-related costs
 
 
 
Long-lived assets
329

 
—

Accelerated depreciation
630

 
3,686

Other assets
1,102

 
—


2,061

 
3,686

Reported within discontinued operations
 
 
 
Long-lived assets
673

 
2,666

Accelerated depreciation
274

 
—


947

 
2,666

Total
$
21,466

 
$
50,190

_____________________________
(1)
Other asset impairment charges were incurred in the AMR operating segment, except for $79 thousand and $745 thousand of impairment charges on Other Assets related to Corporate for the three months ended February 29, 2016 and February 28, 2015, respectively.
v3.3.1.900
Inventories (Tables)
 6 Months Ended
Feb. 29, 2016
Inventory, Net [Abstract]  
Inventories
Inventories consisted of the following (in thousands):
 
February 29, 2016
 
August 31, 2015
Processed and unprocessed scrap metal
$
49,417

 
$
56,860

Semi-finished goods (billets)
8,603

 
10,648

Finished goods
51,141

 
50,440

Supplies
36,869

 
38,584

Inventories
$
146,030

 
$
156,532
v3.3.1.900
Goodwill (Tables)
 6 Months Ended
Feb. 29, 2016
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The gross changes in the carrying amount of goodwill by reportable segment for the six months ended February 29, 2016 were as follows (in thousands):
 
Auto and Metals Recycling
August 31, 2015
$
175,676

Foreign currency translation adjustment
(555
)
Goodwill impairment charge
(8,845
)
February 29, 2016
$
166,276
v3.3.1.900
Commitments and Contingencies (Tables)
 6 Months Ended
Feb. 29, 2016
Commitments and Contingencies Disclosure [Abstract]  
Schedule Of Reserves For Environmental Liabilities
Changes in the Company’s environmental liabilities for the six months ended February 29, 2016 were as follows (in thousands):
Reportable Segment
 
Balance as of August 31, 2015
 
Liabilities Established (Released), Net
 
Payments and Other
 
Balance as of February 29, 2016
 
Short-Term
 
Long-Term
Auto and Metals Recycling
 
$
46,494

 
$
(178
)
 
$
(810
)
 
$
45,506

 
$
732

 
$
44,774

Corporate
 
299

 
—

 
(29
)
 
270

 
150

 
120

Total
 
$
46,793

 
$
(178
)
 
$
(839
)
 
$
45,776

 
$
882

 
$
44,894
v3.3.1.900
Restructuring Charges and Other Exit-Related Costs (Tables)
 6 Months Ended
Feb. 29, 2016
Restructuring Charges, Asset Impairment and Accelerated Depreciation [Abstract]  
Restructuring and Related Costs
Restructuring charges and other exit-related costs were comprised of the following (in thousands):
 
Three Months Ended February 29, 2016
 
Three Months Ended February 28, 2015
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
3,185

 
$
3,185

 
$
371

 
$
540

 
$
911

Contract termination costs
35

 
12

 
47

 
56

 
79

 
135

Other restructuring costs
—

 
—

 
—

 
880

 
93

 
973

Total restructuring charges
35

 
3,197

 
3,232

 
1,307

 
712

 
2,019

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total other exit-related costs
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total restructuring charges and other exit-related costs
$
35

 
$
6,205

 
$
6,240

 
$
1,307

 
$
7,064

 
$
8,371

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related costs included in continuing operations
 
$
5,291

 
 
 
 
 
$
5,394

Restructuring charges and other exit-related costs included in discontinued operations
 
$
949

 
 
 
 
 
$
2,977

 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
4,346

 
$
4,346

 
$
398

 
$
540

 
$
938

Contract termination costs
125

 
657

 
782

 
309

 
79

 
388

Other restructuring costs
—

 
—

 
—

 
1,223

 
93

 
1,316

Total restructuring charges
125

 
5,003

 
5,128

 
1,930

 
712

 
2,642

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total other exit-related costs
—

 
3,008

 
3,008

 
—

 
6,352

 
6,352

Total restructuring charges and other exit-related costs
$
125

 
$
8,011

 
$
8,136

 
$
1,930

 
$
7,064

 
$
8,994

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related costs included in continuing operations
 
$
7,216

 
 
 
 
 
$
5,987

Restructuring charges and other exit-related costs included in discontinued operations
 
$
920

 
 
 
 
 
$
3,007


 
All Other Plans
 
Q2'15 Plan
 
Total
Total restructuring charges to date
$
7,886

 
$
13,626

 
$
21,512

Total expected restructuring charges
$
7,941

 
$
14,030

 
$
21,971
Schedule of Restructuring Reserve by Type of Cost
The following illustrates the reconciliation of the restructuring liability by major type of costs for the six months ended February 29, 2016 (in thousands):
 
All Other Plans
 
Q2’15 Plan
 
All Plans
 
Balance 8/31/2015
 
Charges
 
Payments and Other
 
Balance 2/29/2016
 
Balance 8/31/2015
 
Charges
 
Payments and Other
 
Balance 2/29/2016
 
Total Charges to Date
 
Total Expected Charges
Severance costs
$
—

 
$
—

 
$
—

 
$
—

 
$
1,226

 
$
4,346

 
$
(2,061
)
 
$
3,511

 
$
14,582

 
$
14,646

Contract termination costs
362

 
125

 
(388
)
 
99

 
1,320

 
657

 
(702
)
 
1,275

 
3,248

 
3,643

Other restructuring costs
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3,682

 
3,682

Total
$
362

 
$
125

 
$
(388
)
 
$
99

 
$
2,546

 
$
5,003

 
$
(2,763
)
 
$
4,786

 
$
21,512

 
$
21,971
Schedule of Restructuring and Related Activities By Segment

Restructuring charges and other exit-related costs by reportable segment and discontinued operations were as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
Total Charges
to Date
 
Total Expected Charges
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
 
 
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
$
2,421

 
$
1,645

 
$
4,343

 
$
2,244

 
$
15,141

 
$
15,593

Unallocated (Corporate)
809

 
63

 
812

 
57

 
4,819

 
4,826

Discontinued operations
2

 
311

 
(27
)
 
341

 
1,552

 
1,552

Total restructuring charges
3,232

 
2,019

 
5,128

 
2,642

 
21,512

 
21,971

Other exit-related costs:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
2,061

 
3,686

 
2,061

 
3,686

 
6,463

 
 
Discontinued operations
947

 
2,666

 
947

 
2,666

 
3,613

 
 
Total other exit-related costs
3,008

 
6,352

 
3,008

 
6,352

 
10,076

 


Total restructuring charges and other exit-related costs
$
6,240

 
$
8,371

 
$
8,136

 
$
8,994

 
$
31,588

 
v3.3.1.900
Changes in Equity (Tables)
 6 Months Ended
Feb. 29, 2016
Stockholders' Equity Note [Abstract]  
Schedule of Stockholders Equity
Changes in equity were comprised of the following (in thousands):
 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
SSI Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
 
SSI Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
Balance - September 1 (Beginning of period)
$
534,535

 
$
4,016

 
$
538,551

 
$
770,784

 
$
5,193

 
$
775,977

Net income (loss)
(46,541
)
 
604

 
(45,937
)
 
(198,115
)
 
631

 
(197,484
)
Other comprehensive loss, net of tax
(1,556
)
 
—

 
(1,556
)
 
(23,507
)
 
—

 
(23,507
)
Distributions to noncontrolling interests
—

 
(971
)
 
(971
)
 
—

 
(1,585
)
 
(1,585
)
Share repurchases
(3,479
)
 
—

 
(3,479
)
 
—

 
—

 
—

Restricted stock withheld for taxes
(1,895
)
 
—

 
(1,895
)
 
(1,360
)
 
—

 
(1,360
)
Share-based compensation
2,627

 
—

 
2,627

 
4,300

 
—

 
4,300

Excess tax deficiency from stock options exercised and restricted stock units vested
—

 
—

 
—

 
(704
)
 
—

 
(704
)
Dividends
(10,268
)
 
—

 
(10,268
)
 
(10,298
)
 
—

 
(10,298
)
Balance - February 29, 2016 and February 28, 2015
(End of period)
$
473,423

 
$
3,649

 
$
477,072

 
$
541,100

 
$
4,239

 
$
545,339
v3.3.1.900
Accumulated Other Comprehensive Loss (Tables)
 6 Months Ended
Feb. 29, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Schedule of Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of tax, were comprised of the following (in thousands):
 
Three Months Ended February 29, 2016
 
Three Months Ended February 28, 2015
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
Balances - December 1 (Beginning of period)
$
(35,018
)
 
$
(4,232
)
 
$
—

 
$
(39,250
)
 
$
(17,935
)
 
$
(2,000
)
 
$
(850
)
 
$
(20,785
)
Other comprehensive loss before reclassifications
(892
)
 
—

 
—

 
(892
)
 
(12,601
)
 
—

 
(3,424
)
 
(16,025
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other comprehensive loss before reclassifications, net of tax
(892
)
 
—

 
—

 
(892
)
 
(12,601
)
 
—

 
(3,424
)
 
(16,025
)
Amounts reclassified from accumulated other comprehensive loss
—

 
101

 
—

 
101

 
—

 
38

 
853

 
891

Income tax benefit
—

 
(37
)
 
—

 
(37
)
 
—

 
(15
)
 
(214
)
 
(229
)
Amounts reclassified from accumulated other comprehensive loss, net of tax
—

 
64

 
—

 
64

 
—

 
23

 
639

 
662

Net periodic other comprehensive income (loss)
(892
)
 
64

 
—

 
(828
)
 
(12,601
)
 
23

 
(2,785
)
 
(15,363
)
Balances - February 29, 2016 and February 28, 2015 (End of period)
$
(35,910
)
 
$
(4,168
)
 
$
—

 
$
(40,078
)
 
$
(30,536
)
 
$
(1,977
)
 
$
(3,635
)
 
$
(36,148
)
 
Six Months Ended February 29, 2016
 
Six Months Ended February 28, 2015
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
Balances - September 1 (Beginning of period)
$
(34,009
)
 
$
(4,273
)
 
$
(240
)
 
$
(38,522
)
 
$
(10,663
)
 
$
(2,036
)
 
$
58

 
$
(12,641
)
Other comprehensive loss before reclassifications
(1,901
)
 
—

 
—

 
(1,901
)
 
(19,873
)
 
—

 
(5,136
)
 
(25,009
)
Income tax benefit
—

 
—

 
—

 
—

 
—

 
—

 
428

 
428

Other comprehensive loss before reclassifications, net of tax
(1,901
)
 
—

 
—

 
(1,901
)
 
(19,873
)
 
—

 
(4,708
)
 
(24,581
)
Amounts reclassified from accumulated other comprehensive loss
—

 
165

 
312

 
477

 
—

 
87

 
1,354

 
1,441

Income tax benefit
—

 
(60
)
 
(72
)
 
(132
)
 
—

 
(28
)
 
(339
)
 
(367
)
Amounts reclassified from accumulated other comprehensive loss, net of tax
—

 
105

 
240

 
345

 
—

 
59

 
1,015

 
1,074

Net periodic other comprehensive income (loss)
(1,901
)
 
105

 
240

 
(1,556
)
 
(19,873
)
 
59

 
(3,693
)
 
(23,507
)
Balances - February 29, 2016 and February 28, 2015 (End of period)
$
(35,910
)
 
$
(4,168
)
 
$
—

 
$
(40,078
)
 
$
(30,536
)
 
$
(1,977
)
 
$
(3,635
)
 
$
(36,148
)
v3.3.1.900
Discontinued Operations (Tables)
 6 Months Ended
Feb. 29, 2016
Discontinued Operations [Abstract]  
Discontinued Operations
Operating results of discontinued operations were comprised of the following (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Revenues
$
—

 
$
3,140

 
$
—

 
$
6,770

 
 
 
 
 
 
 
 
Loss from discontinued operations before income taxes
$
(1,015
)
 
$
(4,321
)
 
$
(1,094
)
 
$
(5,257
)
Income tax (expense) benefit
(9
)
 
79

 
5

 
177

Loss from discontinued operations, net of tax
$
(1,024
)
 
$
(4,242
)
 
$
(1,089
)
 
$
(5,080
)
v3.3.1.900
Derivative Financial Instruments (Tables)
 6 Months Ended
Feb. 29, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position
The fair value of derivative instruments in the Unaudited Condensed Consolidated Balance Sheets is as follows (in thousands):
 
Asset (Liability) Derivatives
 
Balance Sheet Location
August 31, 2015
Foreign currency exchange forward contracts
Prepaid expenses and other current assets
$
—

Foreign currency exchange forward contracts
Other accrued liabilities
$
(751
)

The following table summarizes the results of foreign currency exchange derivatives (in thousands):
 
Derivative Gain (Loss) Recognized
 
Three Months Ended February 28, 2015
 
Other Comprehensive Loss
 
Revenues - Effective Portion
 
Other Income (Expense), net
Foreign currency exchange forward contracts
- designated as cash flow hedges
$
(3,424
)
 
$
(853
)
 
$
121

Foreign currency exchange forward contracts
- not designated as cash flow hedges
$
—

 
$
—

 
$
(117
)
 
Derivative Gain (Loss) Recognized
 
Six Months Ended February 28, 2015
 
Other Comprehensive Loss
 
Revenues - Effective Portion
 
Other Income (Expense), net
Foreign currency exchange forward contracts
- designated as cash flow hedges
$
(5,136
)
 
$
(1,354
)
 
$
175

Foreign currency exchange forward contracts
- not designated as cash flow hedges
$
—

 
$
—

 
$
(122
)
v3.3.1.900
Income Taxes (Tables)
 6 Months Ended
Feb. 29, 2016
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the difference between the federal statutory rate and the Company’s effective rate is as follows:
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
 
35.0
 %
State taxes, net of credits
1.6

 
1.1

 
1.5

 
1.1

Foreign income taxed at different rates
(4.5
)
 
(7.4
)
 
(5.1
)
 
(7.6
)
Non-deductible officers’ compensation
(1.1
)
 
(0.1
)
 
(0.7
)
 
(0.1
)
Noncontrolling interests
2.6

 
0.5

 
1.8

 
0.5

Research and development credits
0.8

 
0.1

 
0.6

 
0.1

Valuation allowance on deferred tax assets
(35.2
)
 
(20.5
)
 
(32.9
)
 
(20.4
)
Non-deductible goodwill
(0.4
)
 
(2.8
)
 
(0.4
)
 
(2.8
)
Unrecognized tax benefits
(0.9
)
 
(0.5
)
 
(0.7
)
 
(0.5
)
Other
(1.2
)
 
(0.6
)
 
(0.7
)
 
(0.6
)
Effective tax rate
(3.3
)%
 
4.8
 %
 
(1.6
)%
 
4.7
 %

_____________________________
(1)
For periods with reported pre-tax losses, the effect of reconciling items with positive signs is a tax benefit in excess of applying the federal statutory rate to the pre-tax loss.
v3.3.1.900
Net Income (Loss) Per Share (Tables)
 6 Months Ended
Feb. 29, 2016
Earnings Per Share [Abstract]  
Net Loss Per Share
The following table sets forth the information used to compute basic and diluted net loss per share attributable to SSI (in thousands):
 
Three Months Ended
 
Six Months Ended
  
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Loss from continuing operations
$
(39,946
)
 
$
(191,640
)
 
$
(44,848
)
 
$
(192,404
)
Net (income) loss attributable to noncontrolling interests
(275
)
 
240

 
(604
)
 
(631
)
Loss from continuing operations attributable to SSI
(40,221
)
 
(191,400
)
 
(45,452
)
 
(193,035
)
Loss from discontinued operations, net of tax
(1,024
)
 
(4,242
)
 
(1,089
)
 
(5,080
)
Net loss attributable to SSI
$
(41,245
)
 
$
(195,642
)
 
$
(46,541
)
 
$
(198,115
)
Computation of shares:
 
 
 
 
 
 
 
Weighted average common shares outstanding, basic
27,201

 
27,020

 
27,178

 
26,982

Incremental common shares attributable to dilutive stock options, performance share awards, DSUs, and RSUs
—

 
—

 
—

 
—

Weighted average common shares outstanding, diluted
27,201

 
27,020

 
27,178

 
26,982
v3.3.1.900
Segment Information (Tables)
 6 Months Ended
Feb. 29, 2016
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The table below illustrates the Company’s revenues from continuing operations by reportable segment (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Revenues:
 
 
 
 
 
 
 
Auto and Metals Recycling:
 
 
 
 
 
 
 
Revenues
$
249,812

 
$
389,057

 
$
522,777

 
$
902,745

Less: Intersegment revenues
(19,126
)
 
(44,734
)
 
(42,794
)
 
(100,016
)
AMR external customer revenues
230,686

 
344,323

 
479,983

 
802,729

Steel Manufacturing Business:
 
 
 
 
 
 
 
Revenues
58,391

 
93,126

 
130,292

 
188,344

Total revenues
$
289,077

 
$
437,449

 
$
610,275

 
$
991,073
Reconciliation of Operating Income from Segments to Consolidated
The table below illustrates the reconciliation of the Company’s segment operating loss to the loss from continuing operations before income taxes (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/29/2016
 
2/28/2015
 
2/29/2016
 
2/28/2015
Auto and Metals Recycling
$
(26,350
)
 
$
(188,640
)
 
$
(24,314
)
 
$
(183,911
)
Steel Manufacturing Business
(1,202
)
 
3,799

 
1,552

 
10,006

Segment operating loss
(27,552
)
 
(184,841
)
 
(22,762
)
 
(173,905
)
Restructuring charges and other exit-related costs
(5,291
)
 
(5,394
)
 
(7,216
)
 
(5,987
)
Corporate and eliminations
(4,233
)
 
(10,776
)
 
(11,126
)
 
(20,334
)
Operating loss
(37,076
)
 
(201,011
)
 
(41,104
)
 
(200,226
)
Interest expense
(2,015
)
 
(2,295
)
 
(3,874
)
 
(4,669
)
Other income, net
438

 
1,993

 
845

 
2,925

Loss from continuing operations before income taxes
$
(38,653
)
 
$
(201,313
)
 
$
(44,133
)
 
$
(201,970
)
Reconciliation of Assets from Segment to Consolidated
The following is a summary of the Company’s total assets by reportable segment (in thousands):
 
February 29, 2016
 
August 31, 2015
Auto and Metals Recycling(1)
$
1,452,722

 
$
1,492,906

Steel Manufacturing Business
369,836

 
370,955

Total segment assets
1,822,558

 
1,863,861

Corporate and eliminations
(970,385
)
 
(901,562
)
Total assets
$
852,173

 
$
962,299

_____________________________
(1)
AMR total assets include $13 million and $15 million as of February 29, 2016 and August 31, 2015, respectively, for investments in joint ventures.
v3.3.1.900
Summary of Significant Accounting Policies (Details)
 6 Months Ended 9 Months Ended
Feb. 29, 2016
USD ($)
May. 31, 2015
segments
Aug. 31, 2015
USD ($)
Accounting Policies [Abstract]      
Number of Operating Segments | segments   3  
Number of Reportable Segments | segments   3  
Book Overdrafts $ 8,000,000   $ 11,000,000
Number of Days Used To Determine Short Term Highly Liquid Investments Treatment As Cash Equivalents 90 days    
Assets Held-for-sale, Current $ 1,000,000   2,000,000
Schedule of Asset Impairments Charges [Line Items]      
Cash, FDIC Insured Amount 250,000    
Customer Issued Letters Of Credit $ 18,000,000   $ 33,000,000
v3.3.1.900
Summary of Significant Accounting Policies Asset Impairment Charges (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Schedule of Asset Impairments Charges [Line Items]        
Asset Impairment Charges, Excluding Goodwill Impairment Loss $ 18,458 $ 43,838 $ 18,458 $ 43,838
Operating Segments and Corporate, Non-Segment [Member]        
Schedule of Asset Impairments Charges [Line Items]        
Asset Impairment Charges, Excluding Goodwill Impairment Loss 21,466 50,190 21,466 50,190
Other Asset Impairment Charge        
Schedule of Asset Impairments Charges [Line Items]        
Asset Impairment Charges, Excluding Goodwill Impairment Loss 18,458 43,838 18,458 43,838
Other Asset Impairment Charge | Corporate        
Schedule of Asset Impairments Charges [Line Items]        
Other assets 79 745 79 745
Restructuring Charges and Other Exit-Related Costs        
Schedule of Asset Impairments Charges [Line Items]        
Long-lived assets 329 0 329 0
Accelerated depreciation 630 3,686 630 3,686
Other assets 1,102 0 1,102 0
Asset Impairment Charges, Excluding Goodwill Impairment Loss 2,061 3,686 2,061 3,686
Loss from Discontinued Operations, Net of Tax        
Schedule of Asset Impairments Charges [Line Items]        
Long-lived assets 673 2,666 673 2,666
Accelerated depreciation 274 0 274 0
Asset Impairment Charges, Excluding Goodwill Impairment Loss 947 2,666 947 2,666
Auto and Metals Recycling | Other Asset Impairment Charge        
Schedule of Asset Impairments Charges [Line Items]        
Long-lived assets 7,336 41,544 7,336 41,544
Accelerated depreciation 6,208 0 6,208 0
Investment in joint venture 1,968 0 1,968 0
Assets held for sale 1,659 1,549 1,659 1,549
Corporate and Other | Other Asset Impairment Charge        
Schedule of Asset Impairments Charges [Line Items]        
Other assets $ 1,287 $ 745 $ 1,287 $ 745
v3.3.1.900
Summary of Significant Accounting Policies Goodwill and Other Intangible Assets (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Jul. 01, 2015
USD ($)
reporting_unit
Feb. 29, 2016
USD ($)
Feb. 28, 2015
USD ($)
Feb. 29, 2016
USD ($)
Feb. 28, 2015
USD ($)
Feb. 01, 2016
USD ($)
Aug. 31, 2015
USD ($)
Goodwill Impairment [Line Items]              
Number of Reporting Units | reporting_unit 2            
Goodwill   $ 166,276   $ 166,276     $ 175,676
Goodwill impairment charge   $ 8,845 $ 141,021 $ 8,845 $ 141,021    
Regionally Defined Reporting Unit Consisting of Two Components              
Goodwill Impairment [Line Items]              
Goodwill $ 9,000         $ 9,000  
Regionally Defined Reporting Unit Consisting of One Component              
Goodwill Impairment [Line Items]              
Goodwill $ 168,000         $ 166,000  
v3.3.1.900
Inventories (Details) - USD ($)
$ in Thousands
Feb. 29, 2016
Aug. 31, 2015
Inventory, Net [Abstract]    
Processed and unprocessed scrap metal $ 49,417 $ 56,860
Semi-finished goods (billets) 8,603 10,648
Finished goods 51,141 50,440
Supplies 36,869 38,584
Inventories $ 146,030 $ 156,532
v3.3.1.900
Goodwill (Details) - USD ($)
$ in Thousands
Feb. 01, 2016
Feb. 29, 2016
Aug. 31, 2015
Jul. 01, 2015
Goodwill [Line Items]        
Goodwill   $ 166,276 $ 175,676  
Goodwill, Impaired, Accumulated Impairment Loss   $ (471,000) $ (462,000)  
Regionally Defined Reporting Unit Consisting of Two Components        
Goodwill [Line Items]        
Goodwill $ 9,000     $ 9,000
Regionally Defined Reporting Unit Consisting of One Component        
Goodwill [Line Items]        
Goodwill $ 166,000     $ 168,000
Goodwill | Regionally Defined Reporting Unit Consisting of One Component | Income Approach Valuation Technique [Member]        
Goodwill [Line Items]        
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount 27.00%      
Fair Value Inputs, Discount Rate 11.16%      
Fair Value Inputs, Terminal Growth Rate 2.00%      
Fair Value Input, Discount Rate Sensitivity Analysis, Percent 2.00%      
v3.3.1.900
Goodwill Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Goodwill [Roll Forward]        
August 31, 2015     $ 175,676  
Goodwill impairment charge $ (8,845) $ (141,021) (8,845) $ (141,021)
February 29, 2016 166,276   166,276  
Auto and Metals Recycling        
Goodwill [Roll Forward]        
August 31, 2015     175,676  
Foreign currency translation adjustment     (555)  
Goodwill impairment charge     (8,845)  
February 29, 2016 $ 166,276   $ 166,276  
v3.3.1.900
Debt Long-term Debt (Details) - Bank of America NA And Other Lenders
Apr. 06, 2016
CAD
Apr. 06, 2016
USD ($)
Apr. 05, 2016
USD ($)
Feb. 29, 2016
CAD
Feb. 29, 2016
USD ($)
Aug. 31, 2015
USD ($)
Senior Secured Revolving Credit Facility | Subsequent Event            
Debt Instrument [Line Items]            
Line of Credit Facility, Maximum Borrowing Capacity CAD 15,000,000 $ 335,000,000        
Line of Credit Facility, Additional Borrowing Capacity Available   $ 100,000,000        
Unsecured Revolving Credit Facility            
Debt Instrument [Line Items]            
Line of Credit Facility, Maximum Borrowing Capacity       CAD 30,000,000 $ 670,000,000  
Long-term Line of Credit         $ 185,000,000 $ 215,000,000
Unsecured Revolving Credit Facility | Subsequent Event            
Debt Instrument [Line Items]            
Long-term Line of Credit     $ 198,000,000      
Minimum | Senior Secured Revolving Credit Facility | Subsequent Event            
Debt Instrument [Line Items]            
Line of Credit Facility, Commitment Fee Percentage 0.20%          
Maximum | Senior Secured Revolving Credit Facility | Subsequent Event            
Debt Instrument [Line Items]            
Line of Credit Facility, Commitment Fee Percentage 0.40%          
Interest Rate Option 1 | Minimum | Senior Secured Revolving Credit Facility | Subsequent Event            
Debt Instrument [Line Items]            
Debt Instrument, Basis Spread on Variable Rate, Temporary Floor 2.50%          
Interest Rate Option 1 | Minimum | Senior Secured Revolving Credit Facility | Subsequent Event | London Interbank Offered Rate (LIBOR)            
Debt Instrument [Line Items]            
Debt Instrument, Basis Spread on Variable Rate 1.75%          
Interest Rate Option 1 | Maximum | Senior Secured Revolving Credit Facility | Subsequent Event | London Interbank Offered Rate (LIBOR)            
Debt Instrument [Line Items]            
Debt Instrument, Basis Spread on Variable Rate 2.75%          
Interest Rate Option 2 | Senior Secured Revolving Credit Facility | Subsequent Event | London Interbank Offered Rate (LIBOR)            
Debt Instrument [Line Items]            
Debt Instrument, Basis Spread on Variable Rate 1.75%          
Interest Rate Option 2 | Senior Secured Revolving Credit Facility | Subsequent Event | Federal Funds Effective Swap Rate            
Debt Instrument [Line Items]            
Debt Instrument, Basis Spread on Variable Rate 0.50%          
Interest Rate Option 2 | Minimum | Senior Secured Revolving Credit Facility | Subsequent Event | London Interbank Offered Rate (LIBOR)            
Debt Instrument [Line Items]            
Debt Instrument, Basis Spread on Variable Rate 0.00%          
Interest Rate Option 2 | Maximum | Senior Secured Revolving Credit Facility | Subsequent Event | London Interbank Offered Rate (LIBOR)            
Debt Instrument [Line Items]            
Debt Instrument, Basis Spread on Variable Rate 1.00%          
v3.3.1.900
Debt Short-term Debt (Details) - Wells Fargo Bank NA - USD ($)
$ in Millions
Feb. 29, 2016
Aug. 31, 2015
Line of Credit Facility [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity $ 25  
Long-term Line of Credit $ 0 $ 0
v3.3.1.900
Commitments and Contingencies (Details)
 3 Months Ended 6 Months Ended
Mar. 30, 2012
USD ($)
alternatives
Nov. 30, 2015
USD ($)
Feb. 29, 2016
USD ($)
potentially_responsible_party
T
Aug. 31, 2015
USD ($)
Loss Contingencies [Line Items]        
Accrual for Environmental Loss Contingencies     $ 45,776,000 $ 46,793,000
Auto and Metals Recycling        
Loss Contingencies [Line Items]        
Accrual for Environmental Loss Contingencies     $ 45,506,000 $ 46,494,000
Steel Manufacturing Business        
Loss Contingencies [Line Items]        
Annual production capacity | T     950,000  
Permit Expiration Date     Feb. 01, 2018  
Accrual for Environmental Loss Contingencies     $ 0  
Portland Harbor Superfund Site        
Loss Contingencies [Line Items]        
Site Contingency Number of Remedial Alternatives | alternatives 5      
Accrual for Environmental Loss Contingencies     1,000,000  
Other Auto and Metals Recycling Business Sites        
Loss Contingencies [Line Items]        
Accrual for Environmental Loss Contingencies     $ 45,000,000  
Minimum | Portland Harbor Superfund Site        
Loss Contingencies [Line Items]        
Number Of Potentially Responsible Parties | potentially_responsible_party     80  
Site Contingency, Estimated Time Frame to Remediate 4 years      
Maximum | Portland Harbor Superfund Site        
Loss Contingencies [Line Items]        
Site Contingency, Estimated Time Frame to Remediate 18 years      
Lower Willamette Group | Portland Harbor Superfund Site        
Loss Contingencies [Line Items]        
Site Contingency Period Of Feasibility Study 10 years      
Feasibility Study Investigation Costs $ 100,000,000      
Potential Responsible Parties | Minimum | Portland Harbor Superfund Site        
Loss Contingencies [Line Items]        
Site Contingency Least Costly Remediation Plan 550,000,000      
Site Contingency Most Costly Remediation Plan 1,710,000,000      
Potential Responsible Parties | Maximum | Portland Harbor Superfund Site        
Loss Contingencies [Line Items]        
Site Contingency Least Costly Remediation Plan 1,190,000,000      
Site Contingency Most Costly Remediation Plan $ 3,670,000,000      
EPA Region 10 | Portland Harbor Superfund Site        
Loss Contingencies [Line Items]        
Modified Alternative (E) Implementation Period   7 years    
Modified Alternative (E) Estimated Cost   $ 1,400,000,000    
v3.3.1.900
Commitments and Contingencies - Schedule of Environmental Liabilities (Details) - USD ($)
$ in Thousands
 6 Months Ended
Feb. 29, 2016
Aug. 31, 2015
Accrual for Environmental Loss Contingencies [Roll Forward]    
Beginning balance $ 46,793  
Liabilities Established (Released), Net (178)  
Payments and Other (839)  
Ending balance 45,776  
Short-Term 882 $ 924
Long-Term 44,894 $ 45,869
Auto and Metals Recycling    
Accrual for Environmental Loss Contingencies [Roll Forward]    
Beginning balance 46,494  
Liabilities Established (Released), Net (178)  
Payments and Other (810)  
Ending balance 45,506  
Short-Term 732  
Long-Term 44,774  
Corporate    
Accrual for Environmental Loss Contingencies [Roll Forward]    
Beginning balance 299  
Liabilities Established (Released), Net 0  
Payments and Other (29)  
Ending balance 270  
Short-Term 150  
Long-Term $ 120  
v3.3.1.900
Restructuring Charges and Other Exit-Related Costs Restructuring and Related Costs (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
USD ($)
restructuring_plan
Feb. 28, 2015
USD ($)
Feb. 29, 2016
USD ($)
restructuring_plan
Feb. 28, 2015
USD ($)
May. 31, 2015
store
Restructuring Cost and Reserve [Line Items]          
Number of Plans | restructuring_plan 3   3    
Restructuring Charges $ 3,232 $ 2,019 $ 5,128 $ 2,642  
Total restructuring charges and other exit-related costs 6,240 8,371 8,136 8,994  
Total restructuring charges to date 21,512   21,512    
Total expected restructuring charges 21,971   21,971    
All Other Plans          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 35 1,307 125 1,930  
Total restructuring charges and other exit-related costs 35 1,307 125 1,930  
Total restructuring charges to date 7,886   7,886    
Total expected restructuring charges 7,941   7,941    
Q2’15 Plan          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 3,197 712 5,003 712  
Total restructuring charges and other exit-related costs 6,205 7,064 8,011 7,064  
Total restructuring charges to date 13,626   13,626    
Total expected restructuring charges 14,030   14,030    
Severance costs          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 3,185 911 4,346 938  
Total restructuring charges to date 14,582   14,582    
Total expected restructuring charges 14,646   14,646    
Severance costs | All Other Plans          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 0 371 0 398  
Severance costs | Q2’15 Plan          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 3,185 540 4,346 540  
Contract termination costs          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 47 135 782 388  
Total restructuring charges to date 3,248   3,248    
Total expected restructuring charges 3,643   3,643    
Contract termination costs | All Other Plans          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 35 56 125 309  
Contract termination costs | Q2’15 Plan          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 12 79 657 79  
Other restructuring costs          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 0 973 0 1,316  
Total restructuring charges to date 3,682   3,682    
Total expected restructuring charges 3,682   3,682    
Other restructuring costs | All Other Plans          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 0 880 0 1,223  
Other restructuring costs | Q2’15 Plan          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 0 93 0 93  
Asset Impairments and Accelerated Depreciation          
Restructuring Cost and Reserve [Line Items]          
Other exit-related costs 3,008 6,352 3,008 6,352  
Asset Impairments and Accelerated Depreciation | All Other Plans          
Restructuring Cost and Reserve [Line Items]          
Other exit-related costs 0 0 0 0  
Asset Impairments and Accelerated Depreciation | Q2’15 Plan          
Restructuring Cost and Reserve [Line Items]          
Other exit-related costs 3,008 6,352 3,008 6,352  
Other Exit-Related Costs          
Restructuring Cost and Reserve [Line Items]          
Other exit-related costs 3,008 6,352 3,008 6,352  
Other Exit-Related Costs | All Other Plans          
Restructuring Cost and Reserve [Line Items]          
Other exit-related costs 0 0 0 0  
Other Exit-Related Costs | Q2’15 Plan          
Restructuring Cost and Reserve [Line Items]          
Other exit-related costs 3,008 6,352 3,008 6,352  
Segment Reconciling Items | Continuing Operations          
Restructuring Cost and Reserve [Line Items]          
Total restructuring charges and other exit-related costs 5,291 5,394 7,216 5,987  
Segment Reconciling Items | Discontinued Operations          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 2 311 (27) 341  
Total restructuring charges and other exit-related costs 949 2,977 920 3,007  
Total restructuring charges to date 1,552   1,552    
Total expected restructuring charges 1,552   1,552    
Segment Reconciling Items | Asset Impairments and Accelerated Depreciation | Discontinued Operations          
Restructuring Cost and Reserve [Line Items]          
Other exit-related costs 947 2,666 947 2,666  
Segment Reconciling Items | Other Exit-Related Costs          
Restructuring Cost and Reserve [Line Items]          
Other exit-related costs $ 3,008 $ 6,352 $ 3,008 $ 6,352  
Auto Parts Stores          
Restructuring Cost and Reserve [Line Items]          
Number of Stores | store         7
v3.3.1.900
Restructuring Charges and Other Exit-Related Costs Restructuring Reserve Rollforward (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Restructuring Reserve [Roll Forward]        
Charges $ 3,232 $ 2,019 $ 5,128 $ 2,642
Total charges to date 21,512   21,512  
Total expected charges 21,971   21,971  
All Other Plans        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     362  
Charges 35 1,307 125 1,930
Payments and Other     (388)  
Restructuring reserve, ending balance 99   99  
Total charges to date 7,886   7,886  
Total expected charges 7,941   7,941  
Q2’15 Plan        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     2,546  
Charges 3,197 712 5,003 712
Payments and Other     (2,763)  
Restructuring reserve, ending balance 4,786   4,786  
Total charges to date 13,626   13,626  
Total expected charges 14,030   14,030  
Severance costs        
Restructuring Reserve [Roll Forward]        
Charges 3,185 911 4,346 938
Total charges to date 14,582   14,582  
Total expected charges 14,646   14,646  
Severance costs | All Other Plans        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     0  
Charges 0 371 0 398
Payments and Other     0  
Restructuring reserve, ending balance 0   0  
Severance costs | Q2’15 Plan        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     1,226  
Charges 3,185 540 4,346 540
Payments and Other     (2,061)  
Restructuring reserve, ending balance 3,511   3,511  
Contract termination costs        
Restructuring Reserve [Roll Forward]        
Charges 47 135 782 388
Total charges to date 3,248   3,248  
Total expected charges 3,643   3,643  
Contract termination costs | All Other Plans        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     362  
Charges 35 56 125 309
Payments and Other     (388)  
Restructuring reserve, ending balance 99   99  
Contract termination costs | Q2’15 Plan        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     1,320  
Charges 12 79 657 79
Payments and Other     (702)  
Restructuring reserve, ending balance 1,275   1,275  
Other restructuring costs        
Restructuring Reserve [Roll Forward]        
Charges 0 973 0 1,316
Total charges to date 3,682   3,682  
Total expected charges 3,682   3,682  
Other restructuring costs | All Other Plans        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     0  
Charges 0 880 0 1,223
Payments and Other     0  
Restructuring reserve, ending balance 0   0  
Other restructuring costs | Q2’15 Plan        
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance     0  
Charges 0 $ 93 0 $ 93
Payments and Other     0  
Restructuring reserve, ending balance $ 0   $ 0  
v3.3.1.900
Restructuring Charges and Other Exit-Related Costs Restructuring Charges and Other Exit-Related Costs by Segment (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges $ 3,232 $ 2,019 $ 5,128 $ 2,642
Total restructuring charges and other exit-related costs 6,240 8,371 8,136 8,994
Total charges to date 21,512   21,512  
Total expected charges 21,971   21,971  
Total restructuring charges and other exit-related costs, incurred to date 31,588   31,588  
Other exit-related costs        
Restructuring Cost and Reserve [Line Items]        
Other exit-related costs 3,008 6,352 3,008 6,352
Other Exit-Related Costs        
Restructuring Cost and Reserve [Line Items]        
Other exit-related costs 3,008 6,352 3,008 6,352
Auto and Metals Recycling        
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges 2,421 1,645 4,343 2,244
Auto and Metals Recycling | Other exit-related costs        
Restructuring Cost and Reserve [Line Items]        
Other exit-related costs 2,061 3,686 2,061 3,686
Operating Segments | Auto and Metals Recycling        
Restructuring Cost and Reserve [Line Items]        
Total charges to date 15,141   15,141  
Total expected charges 15,593   15,593  
Operating Segments | Auto and Metals Recycling | Other exit-related costs        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges and other exit-related costs, incurred to date 6,463   6,463  
Unallocated (Corporate)        
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges 809 63 812 57
Total charges to date 4,819   4,819  
Total expected charges 4,826   4,826  
Segment Reconciling Items | Other Exit-Related Costs        
Restructuring Cost and Reserve [Line Items]        
Other exit-related costs 3,008 6,352 3,008 6,352
Total restructuring charges and other exit-related costs, incurred to date 10,076   10,076  
Discontinued Operations | Segment Reconciling Items        
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges 2 311 (27) 341
Total restructuring charges and other exit-related costs 949 2,977 920 3,007
Total charges to date 1,552   1,552  
Total expected charges 1,552   1,552  
Discontinued Operations | Segment Reconciling Items | Other exit-related costs        
Restructuring Cost and Reserve [Line Items]        
Other exit-related costs 947 $ 2,666 947 $ 2,666
Total restructuring charges and other exit-related costs, incurred to date $ 3,613   $ 3,613  
v3.3.1.900
Changes in Equity (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Balance - (Beginning of period)     $ 538,551 $ 775,977
Net income (loss) $ (40,970) $ (195,882) (45,937) (197,484)
Other comprehensive loss, net of tax (828) (15,363) (1,556) (23,507)
Distributions to noncontrolling interests     (971) (1,585)
Share repurchases     (3,479) 0
Restricted stock withheld for taxes     (1,895) (1,360)
Share-based compensation     2,627 4,300
Excess tax deficiency from stock options exercised and restricted stock units vested     0 (704)
Dividends     (10,268) (10,298)
Balance - February 29, 2016 and February 28, 2015 (End of period) 477,072 545,339 477,072 545,339
SSI Shareholders’ Equity        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Balance - (Beginning of period)     534,535 770,784
Net income (loss)     (46,541) (198,115)
Other comprehensive loss, net of tax     (1,556) (23,507)
Distributions to noncontrolling interests     0 0
Share repurchases     (3,479) 0
Restricted stock withheld for taxes     (1,895) (1,360)
Share-based compensation     2,627 4,300
Excess tax deficiency from stock options exercised and restricted stock units vested     0 (704)
Dividends     (10,268) (10,298)
Balance - February 29, 2016 and February 28, 2015 (End of period) 473,423 541,100 473,423 541,100
Noncontrolling Interests        
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Balance - (Beginning of period)     4,016 5,193
Net income (loss)     604 631
Other comprehensive loss, net of tax     0 0
Distributions to noncontrolling interests     (971) (1,585)
Share repurchases     0 0
Restricted stock withheld for taxes     0 0
Share-based compensation     0 0
Excess tax deficiency from stock options exercised and restricted stock units vested     0 0
Dividends     0 0
Balance - February 29, 2016 and February 28, 2015 (End of period) $ 3,649 $ 4,239 $ 3,649 $ 4,239
v3.3.1.900
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward}        
Balance - (Beginning of period)     $ 538,551 $ 775,977
Other comprehensive loss before reclassifications $ (892) $ (16,025) (1,901) (25,009)
Income tax benefit 0 0 0 428
Other comprehensive loss before reclassifications, net of tax (892) (16,025) (1,901) (24,581)
Amounts reclassified from accumulated other comprehensive loss 101 891 477 1,441
Income tax benefit (37) (229) (132) (367)
Amounts reclassified from accumulated other comprehensive loss, net of tax 64 662 345 1,074
Total other comprehensive loss, net of tax (828) (15,363) (1,556) (23,507)
Balance - February 29, 2016 and February 28, 2015 (End of period) 477,072 545,339 477,072 545,339
Foreign Currency Translation Adjustments        
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward}        
Balance - (Beginning of period) (35,018) (17,935) (34,009) (10,663)
Other comprehensive loss before reclassifications (892) (12,601) (1,901) (19,873)
Income tax benefit 0 0 0 0
Other comprehensive loss before reclassifications, net of tax (892) (12,601) (1,901) (19,873)
Amounts reclassified from accumulated other comprehensive loss 0 0 0 0
Income tax benefit 0 0 0 0
Amounts reclassified from accumulated other comprehensive loss, net of tax 0 0 0 0
Total other comprehensive loss, net of tax (892) (12,601) (1,901) (19,873)
Balance - February 29, 2016 and February 28, 2015 (End of period) (35,910) (30,536) (35,910) (30,536)
Pension Obligations, net        
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward}        
Balance - (Beginning of period) (4,232) (2,000) (4,273) (2,036)
Other comprehensive loss before reclassifications 0 0 0 0
Income tax benefit 0 0 0 0
Other comprehensive loss before reclassifications, net of tax 0 0 0 0
Amounts reclassified from accumulated other comprehensive loss 101 38 165 87
Income tax benefit (37) (15) (60) (28)
Amounts reclassified from accumulated other comprehensive loss, net of tax 64 23 105 59
Total other comprehensive loss, net of tax 64 23 105 59
Balance - February 29, 2016 and February 28, 2015 (End of period) (4,168) (1,977) (4,168) (1,977)
Net Unrealized Gain (Loss) on Cash Flow Hedges        
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward}        
Balance - (Beginning of period) 0 (850) (240) 58
Other comprehensive loss before reclassifications 0 (3,424) 0 (5,136)
Income tax benefit 0 0 0 428
Other comprehensive loss before reclassifications, net of tax 0 (3,424) 0 (4,708)
Amounts reclassified from accumulated other comprehensive loss 0 853 312 1,354
Income tax benefit 0 (214) (72) (339)
Amounts reclassified from accumulated other comprehensive loss, net of tax 0 639 240 1,015
Total other comprehensive loss, net of tax 0 (2,785) 240 (3,693)
Balance - February 29, 2016 and February 28, 2015 (End of period) 0 (3,635) 0 (3,635)
AOCI Attributable to Parent [Member]        
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward}        
Balance - (Beginning of period) (39,250) (20,785) (38,522) (12,641)
Balance - February 29, 2016 and February 28, 2015 (End of period) $ (40,078) $ (36,148) $ (40,078) $ (36,148)
v3.3.1.900
Discontinued Operations (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
USD ($)
Feb. 28, 2015
USD ($)
Feb. 29, 2016
USD ($)
Property
Feb. 28, 2015
USD ($)
May. 31, 2015
store
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Leased Properties | Property     2    
Loss from discontinued operations before income taxes $ (1,015) $ (4,321) $ (1,094) $ (5,257)  
Income tax (expense) benefit (9) 79 5 177  
Loss from discontinued operations, net of tax (1,024) (4,242) (1,089) (5,080)  
Auto Parts Stores          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Stores | store         7
Auto Parts Stores | Discontinued Operations          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Number of Stores | store         6
Revenues 0 3,140 0 6,770  
Loss from Discontinued Operations, Net of Tax          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Long-lived assets $ 673 $ 2,666 $ 673 $ 2,666  
v3.3.1.900
Derivative Financial Instruments (Details)
 3 Months Ended 6 Months Ended
Feb. 28, 2015
USD ($)
Feb. 28, 2015
USD ($)
Feb. 29, 2016
contract
Aug. 31, 2015
USD ($)
Derivative [Line Items]        
Cash Flow Hedge Ineffectiveness is Immaterial $ 0 $ 0    
Foreign currency exchange forward contracts | Not Designated as Hedging Instrument        
Derivative [Line Items]        
Derivative, Number of Instruments Held | contract     0  
Prepaid expenses and other current assets | Foreign currency exchange forward contracts | Not Designated as Hedging Instrument        
Derivative [Line Items]        
Derivative Asset, Fair Value, Gross Asset       $ 0
Other accrued liabilities | Foreign currency exchange forward contracts | Not Designated as Hedging Instrument        
Derivative [Line Items]        
Derivative Liability, Fair Value, Gross Liability       $ (751,000)
v3.3.1.900
Derivative Financial Instruments Derivative Instruments in Statement of Financial Position and Statement of Financial Performance, Fair Value (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 28, 2015
Feb. 28, 2015
Derivative [Line Items]    
Derivative Gain (Loss) Recognized in Other Income (Expense), net - Not Designated as Cash Flow Hedges $ (117) $ (122)
Cash Flow Hedging | Foreign currency exchange forward contracts    
Derivative [Line Items]    
Derivative Gain (Loss) Recognized in Other Comprehensive Income (Loss) (3,424) (5,136)
Derivative Gain (Loss) Recognized in Revenues - Effective Portion (853) (1,354)
Derivative Gain (Loss) Recognized in Other Income (Expense), net - Designated as Cash Flow Hedges 121 175
Not Designated as Hedging Instrument | Foreign currency exchange forward contracts    
Derivative [Line Items]    
Derivative Gain (Loss) Recognized in Other Comprehensive Income (Loss) 0 0
Derivative Gain (Loss) Recognized in Revenues - Effective Portion $ 0 $ 0
v3.3.1.900
Share-Based Compensation (Details)
$ in Millions
 3 Months Ended
Feb. 29, 2016
USD ($)
shares
Nov. 30, 2015
USD ($)
company
shares
Restricted Stock Units (RSUs)    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period   203,728
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period   5 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage   20.00%
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period Total Fair Value | $   $ 4
Restricted Stock Units (RSUs) | Two Year Vesting Resting Stock Units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period   48,163
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period   2 years
Performance Shares    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period   201,702
Performance Shares | Total Shareholder Return    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period   99,860
Total Shareholder Return Designated Peer Group | company   16
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period Total Fair Value | $   $ 2
Performance Shares | Total Shareholder Return | Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Performance Based Awards Award Payouts Threshold   0.00%
Performance Shares | Total Shareholder Return | Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Performance Based Awards Award Payouts Threshold   200.00%
Performance Shares | Other Performance Shares    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period   101,842
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period   3 years
Performance Based Awards, Cash Flow Return, Period of Measurement   3 years
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period Total Fair Value | $   $ 2
Performance Shares | Other Performance Shares | Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Performance Based Awards Award Payouts Threshold   0.00%
Performance Shares | Other Performance Shares | Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Performance Based Awards Award Payouts Threshold   200.00%
Non-employee Directors [Member] | Deferred Stock Units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 57,780  
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period Total Fair Value | $ $ 1  
v3.3.1.900
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Income Tax Disclosure [Abstract]        
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount       $ 42
Effective Income Tax Rate Reconciliation, Percent [Abstract]        
Federal statutory rate 35.00% 35.00% 35.00% 35.00%
State taxes, net of credits 1.60% 1.10% 1.50% 1.10%
Foreign income taxed at different rates (4.50%) (7.40%) (5.10%) (7.60%)
Non-deductible officers’ compensation (1.10%) (0.10%) (0.70%) (0.10%)
Noncontrolling interests 2.60% 0.50% 1.80% 0.50%
Research and development credits 0.80% 0.10% 0.60% 0.10%
Valuation allowance on deferred tax assets (35.20%) (20.50%) (32.90%) (20.40%)
Non-deductible goodwill (0.40%) (2.80%) (0.40%) (2.80%)
Unrecognized tax benefits (0.90%) (0.50%) (0.70%) (0.50%)
Other (1.20%) (0.60%) (0.70%) (0.60%)
Effective tax rate (3.30%) 4.80% (1.60%) 4.70%
v3.3.1.900
Net Income (Loss) Per Share (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Earnings Per Share [Abstract]        
Loss from continuing operations $ (39,946) $ (191,640) $ (44,848) $ (192,404)
Net (income) loss attributable to noncontrolling interests (275) 240 (604) (631)
Loss from continuing operations attributable to SSI (40,221) (191,400) (45,452) (193,035)
Loss from discontinued operations, net of tax (1,024) (4,242) (1,089) (5,080)
Net loss attributable to SSI $ (41,245) $ (195,642) $ (46,541) $ (198,115)
Computation of shares:        
Weighted average common shares outstanding, basic 27,201,000 27,020,000 27,178,000 26,982,000
Incremental common shares attributable to dilutive stock options, performance share awards, DSUs, and RSUs 0 0 0 0
Weighted average common shares outstanding, diluted 27,201,000 27,020,000 27,178,000 26,982,000
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 993,799 1,325,818 925,615 1,261,928
v3.3.1.900
Related Party Transactions (Details)
$ in Millions
 3 Months Ended 6 Months Ended
Feb. 29, 2016
USD ($)
Feb. 28, 2015
USD ($)
Feb. 29, 2016
USD ($)
Feb. 28, 2015
USD ($)
Jan. 05, 2015
store
Corporate Joint Venture          
Related Party Transaction [Line Items]          
Purchases from joint ventures $ 2 $ 6 $ 6 $ 13  
Former President of the Auto Parts Business Segment | Partnership Interest          
Related Party Transaction [Line Items]          
Related Party Noncontrolling Ownership Percentage By Noncontrolling Owners         25.00%
Related Party Transaction Related Party Share Of Profit (Less Than $1 Million for the Three Month Period Ended February 28, 2015)   1   1  
Related Party Noncontrolling Ownership Percentage By Parent         75.00%
Related Party Number Of Stores | store         5
Related Party Transaction Rent Expense (Less Than $1 Million For the Three Month Period Ended February 28, 2015)   $ 1   $ 1  
v3.3.1.900
Segment Information (Details)
 9 Months Ended
May. 31, 2015
segments
Segment Reporting [Abstract]  
Number of Reportable Segments 3
Number of Operating Segments 3
v3.3.1.900
Segment Information Segment Revenue Reconciliation to Consolidated (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Segment Reporting Information [Line Items]        
Revenues $ 289,077 $ 437,449 $ 610,275 $ 991,073
Auto and Metals Recycling        
Segment Reporting Information [Line Items]        
Revenues 230,686 344,323 479,983 802,729
Steel Manufacturing Business        
Segment Reporting Information [Line Items]        
Revenues 58,391 93,126 130,292 188,344
Operating Segments | Auto and Metals Recycling        
Segment Reporting Information [Line Items]        
Revenues 249,812 389,057 522,777 902,745
Less: Intersegment revenues | Auto and Metals Recycling        
Segment Reporting Information [Line Items]        
Revenues $ (19,126) $ (44,734) $ (42,794) $ (100,016)
v3.3.1.900
Segment Information Segment Operating Income Reconciliation to Consolidated (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 29, 2016
Feb. 28, 2015
Feb. 29, 2016
Feb. 28, 2015
Segment Reporting Information [Line Items]        
Operating loss $ (37,076) $ (201,011) $ (41,104) $ (200,226)
Restructuring charges and other exit-related costs (5,291) (5,394) (7,216) (5,987)
Interest expense (2,015) (2,295) (3,874) (4,669)
Other income, net 438 1,993 845 2,925
Loss from continuing operations before income taxes (38,653) (201,313) (44,133) (201,970)
Operating Segments        
Segment Reporting Information [Line Items]        
Operating loss (27,552) (184,841) (22,762) (173,905)
Operating Segments | Auto and Metals Recycling        
Segment Reporting Information [Line Items]        
Operating loss (26,350) (188,640) (24,314) (183,911)
Operating Segments | Steel Manufacturing Business        
Segment Reporting Information [Line Items]        
Operating loss (1,202) 3,799 1,552 10,006
Segment Reconciling Items        
Segment Reporting Information [Line Items]        
Restructuring charges and other exit-related costs (5,291) (5,394) (7,216) (5,987)
Corporate and eliminations        
Segment Reporting Information [Line Items]        
Operating loss $ (4,233) $ (10,776) $ (11,126) $ (20,334)
v3.3.1.900
Segment Information Segment Assets Reconciliation to Consolidated (Details) - USD ($)
$ in Thousands
Feb. 29, 2016
Aug. 31, 2015
Segment Reporting Information [Line Items]    
Assets $ 852,173 $ 962,299
Investments in joint ventures 12,699 15,320
Auto and Metals Recycling    
Segment Reporting Information [Line Items]    
Investments in joint ventures 13,000 15,000
Operating Segments    
Segment Reporting Information [Line Items]    
Assets 1,822,558 1,863,861
Operating Segments | Auto and Metals Recycling    
Segment Reporting Information [Line Items]    
Assets 1,452,722 1,492,906
Operating Segments | Steel Manufacturing Business    
Segment Reporting Information [Line Items]    
Assets 369,836 370,955
Corporate and eliminations    
Segment Reporting Information [Line Items]    
Assets $ (970,385) $ (901,562)
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