EXHIBIT 99.(c)(5)
LETTERHEAD OF SCHNITZER STEEL INDUSTRIES, INC.
[LOGO]
November 13, 1996
BY FACSIMILE
Mr. Xxxxx Xxxxxxxxx
Xxxxxx International Corp.
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Re: Agreement and Plan of Merger (the "Agreement")
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Dear Xxxxx:
Schnitzer Steel Industries, Inc. and PIC Acquisition Corporation
(collectively, "Schnitzer") hereby give notice to Proler International Corp.
("Proler") that Schnitzer (1) waives the "Offer Conditions" (as such term is
defined in Annex A to the Agreement) set forth in Section 2(vi) and (viii) of
Annex A, (2) waives the "Offer Condition" set forth in Section 2(ix) of Annex
A with respect to all conditions in existence as of this date, (3) waives the
condition set forth in Section 5.1.4 of the Agreement, (4) waives its right
to terminate the Agreement pursuant to Section 6.2.1 for breaches by Proler
of any of its representations or warranties in the Agreement, and (5) waives
its right to terminate the Agreement pursuant to Section 6.2.1 for any
defaults by Proler to date in its observance or performance of any of its
covenants or agreements under the Agreement; PROVIDED, HOWEVER, that
Schnitzer's waiver of said conditions and termination rights is contingent
upon the determination by Proler's board of directors that Schnitzer's offer
to purchase Proler's common stock, with the waiver of the foregoing
conditions, is superior to the offer made by Xxxx Xxx Corporation ("Xxxx
Xxx"), as amended by Xxxx Xxx'x letter to Proler dated November 13, 1996.
We look forward to the prompt termination of the Xxxx-Xxxxx-Xxxxxx
Act waiting period and the closing of the transaction.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
President
cc: Xx. Xxxxxxxx Xxxx
