exv4w16






     Exhibit 4.16


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION.





     Amendment and Restatement Deed
















	 	 	 

	Dated as of

	 	23 June 2011
	 
	 	 
	Parties

	 	Westpac Banking Corporation (ABN 33 007 457 141) (the Lender)
	 
	 	 
	 

	 	Sims Metal Management Limited (ACN 114 838 630) (Sims)
	 
	 	 
	 

	 	The companies listed in Schedule 1













Recitals






The Lender and Sims and its subsidiaries listed in Schedule 1 (together the Borrowers) agree
to amend and restate the Facility Agreement in the manner set out in this deed.






Operative Provisions







DEFINITIONS AND INTERPRETATION








Definitions






In this Deed:





	1.1	 	Common Terms Deed means the deed entitled “Common Terms Deed” dated on or about 23 June 2011,
between, among others, Sims and the Lender.
	 
	1.2	 	Effective Date means the date on which the Lender gives Sims a notice under clause 3 of this
deed.
	 
	1.3	 	Facility Agreement means the amended and restated multicurrency revolving floating rate cash
advance facility agreement dated 1 November 2000, as amended from time to time.







Interpretation







	Capitalised terms defined in the Facility Agreement and the Common Terms Deed have the same
meanings when used in this deed.	 	 






	Clauses 1.3, 1.5, 1.7, 15.2 and 16 of the Common Terms Deed apply to this deed as if set out in
full.	 	 






	This deed is a Transaction Document in respect of the Lender for the purpose of the definition of
Transaction Document in clause 1.2 of the Common Terms Deed.	 	 







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	This deed is a Transaction Document for the purpose of the definition of Transaction
Documents in clause 14 of the Facility Agreement.







AMENDMENTS





On the Effective Date, the Facility Agreement is amended and restated to read as set out in
the Annexure.




CONDITIONS PRECEDENT





The amendments referred to in clause 2 above will become effective on the date that the Lender
notifies the Borrower that it has received in form and substance satisfactory to it:




each of the conditions precedent set out in Schedule 4 of the Common Terms Deed; and





	each of the conditions precedent set out in clause 3.3(a) to (d) of the Annexure.





GENERAL






1 REFERENCES TO FACILITY AGREEMENT



Any reference in the Facility Agreement or the Common Terms Deed to the Facility Agreement
includes a reference to the Facility Agreement as amended and restated as set out in the Annexure
to this deed or as further varied from time to time.




2 GOVERNING LAW AND JURISDICTION



This deed is governed by New South Wales law. The Borrowers accept the non-exclusive
jurisdiction of the courts having jurisdiction there.




3 COUNTERPARTS



This deed may be executed and delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original.




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AMENDED AND RESTATED FACILITY AGREEMENT           2






 









 









Schedule 1




	 	 	 
	 	 	ACN/ARBN/Registered
	 	 	Number/Place of
	Name of Borrower	 	Incorporation
	Sims Group Australia Holdings Limited

	 	008 634 526
	 	 
	 	 
	Sims Group UK Limited

	 	UK 3242331
	 	 
	 	 
	Sims Group UK Holdings Limited

	 	UK 2904307
	 	 
	 	 
	Mirec B.V.

	 	The Netherlands 17073024
	 	 
	 	 
	Sims Recycling Solutions AB

	 	Sweden
	 	 
	 	 
	Sims Group USA Corporation

	 	Delaware
	 	 
	 	 
	Sims Group Global Trade Corporation

	 	Delaware
	 	 
	 	 
	North Carolina Resource Conservation, LLC

	 	North Carolina
	 	 
	 	 
	Sims Group USA Holdings Corporation

	 	Delaware
	 	 
	 	 
	Schiabo Larovo Corporation

	 	Delaware
	 	 
	 	 
	Simsmetal East LLC

	 	Delaware
	 	 
	 	 
	Simsmetal West LLC

	 	Delaware
	 	 
	 	 
	Metal Management, Inc.

	 	Delaware
	 	 
	 	 
	Metal Management Alabama, Inc.

	 	Delaware
	 	 
	 	 
	Metal Management Arizona, L.L.C.

	 	Arizona
	 	 
	 	 
	SMM New England Corporation (formerly known
as Metal Management Connecticut, Inc.)

	 	Delaware
	 	 
	 	 
	Metal Management Memphis, L.L.C.

	 	Tennessee
	 	 
	 	 
	Metal Management Midwest, Inc.

	 	Illinois
	 	 
	 	 
	Metal Management Mississippi, Inc.

	 	Delaware
	 	 
	 	 
	Metal Management Northeast, Inc.

	 	New Jersey
	 	 
	 	 
	Metal Management Ohio, Inc.

	 	Ohio
	 	 
	 	 
	Metal Management West, Inc.

	 	Colorado
	 	 
	 	 
	Proler Southwest LP

	 	Texas
	 	 
	 	 
	Metal Dynamics Detroit LLC

	 	Delaware
	 	 
	 	 
	Sims Recycling Solutions Holdings Inc.
(formerly known as Sims Recycling Solutions,
Inc)

	 	Illinois
	 	 
	 	 
	Sims Recycling Solutions, Inc. (formerly
known as United Refining & Smelting Co)

	 	Illinois
	 	 






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AMENDED AND RESTATED FACILITY AGREEMENT           3





 









 












Annexure




Amended and Restated Facility Agreement



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Originally dated 1 November 2000, as amended and restated most recently on or about 23 June
2011




Mr Daniel Dienst

Group Chief Executive

Sims Metal Management Limited

Level 12, Suite 1202

65 Berry Street

North Sydney NSW 2060



Dear Daniel,




MULTICURRENCY REVOLVING FLOATING RATE CASH ADVANCE FACILITY — FACILITY AGREEMENT




1 PRELIMINARY




1.1 Offer



Westpac Banking Corporation ABN 33 007 457 141(the Lender) is pleased to offer Sims Metal
Management Limited ACN 114 838 630 (Sims) and each other Original Borrower listed in Schedule 1
below (together with Sims, each an Original Borrower) a Facility, on and subject to:





	(a)	 	the terms set out in this letter (Agreement); and






	(b)	 	the terms set out in the deed entitled “Common Terms Deed” dated on or about 23 June 2011,
between, among others, Sims and the Lender (Common Terms Deed).




Each Borrower and the Lender acknowledge that this Agreement is a “Facility Agreement” for the
Lender for the purposes of the Common Terms Deed.



The Facility is also available to any Additional Borrower.



Capitalised terms used in this Agreement are defined in the text or in clause 14.1 below.




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This is a Transaction Document for the purposes of the Common Terms Deed.





	 	 	 

	2 FACILITY DETAILS
	 	 
	 
	 	 
	2.1 Maximum
outstanding
       moneys at any time

	 	For each Tranche, as set out in the Key Terms Schedule
in Schedule 2 to this Agreement (as reduced in
accordance with this Agreement).
	 
	 

	 	That maximum applies to the Borrowers as a whole and is
not a limit applying to each Borrower individually.
	 
	2.2 Cancellation

	 	Sims may cancel all or part of the undrawn Commitment for
a Tranche on 20 Business Days’ Notice to the Lender.
	 
	 

	 	A partial cancellation of the undrawn Commitment for a
Tranche in respect of any Available Currency, must comply
with the minimum denominations set out in clause 3.2
(Minimum Denominations).
	 
	 

	 	For the avoidance of doubt, any cancellation (including a
partial cancellation) made pursuant to this clause 2.2
cannot be redrawn.
	 
	 

	 	The Commitment for each Tranche will be automatically
cancelled on the Final Termination Date or as otherwise
agreed in writing by the Lender and Sims.
	 
	 	 
	2.3 Margin

	 	The Margin is payable on outstandings drawn under the
Facility and will vary as set out in the Key Terms
Schedule.
	 
	 

	 	The calculation and definition of Financial Indebtedness
and EBITDA is set out in the Common Terms Deed.
	 
	 

	 	Any adjustment to the Margin according to the grid set
out in the Key Terms Schedule following a change in the
ratio of Financial Indebtedness of the Sims Group to
EBITDA will be effective from the beginning of the first
interest period which commences on a date following the
delivery of a Compliance Certificate under clause 4.1(c)
of the Common Terms Deed. The adjusted Margin will apply
until a subsequent Compliance Certificate or Renewal
Notice (as applicable) discloses a change in the ratio of
Financial Indebtedness of the Sims Group to EBITDA.
	 
	 	 
	2.4 Nature of Facility

	 	The Facility is a revolving cash advance facility.
	 
	 	 
	2.5 Interest rate

	 	For each interest period of 1, 2, 3, 4, 5 or 6 months for
each Advance, the Base Rate plus the Margin and (in the
case of Advances by the Lender’s London office) the
Mandatory Cost, as calculated under the formulae set out
in Schedule 4 to this Agreement. It is payable in
arrears on the last of each interest period and on
repayment or prepayment of the relevant principal.
	 
	 

	 	For each interest period of 7 or 14 days for each
Advance, the Base Rate applicable will be the rate quoted
for those Advances on the LIBOR01 page of Reuters.
	 
	 	 
	2.6 Final Termination
Date

	 	As set out in the Key Terms Schedule as extended from
time to time in accordance with clause 3.6 or as
otherwise agreed (the Final Termination Date).
	 
	 	 
	2.7 Repayment

	 	In one sum on the Final Termination Date.
	 
	 	 
	2.8 Fees

	 	[*]





Unused Commitment Fee: A rate percent per annum of the
daily amount of the undrawn portion of the Commitment for
each Tranche, as set out in the Key Terms Schedule. The
Unused Commitment Fee is payable quarterly in arrears on
the last Business Day of each calendar quarter, and on
the day the Commitment is cancelled or on the Final
Termination Date (or at any other intervals designated by
the Lender from time to time). The Unused Commitment Fee
for each Tranche will be calculated on the basis of, and
payable in, the Commitment






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	 	Currency of the relevant
Tranche. If the Commitment for a Tranche is cancelled or
reduced in the calendar quarter the relevant amount of
fee is not refundable.
	 
	 	 
	2.9 Purpose

	 	General corporate purposes, including acquisition funding.
	 
	 	 
	2.10 Security

	 	The Common Terms Deed, including the guarantee and
indemnity created under clause 7 of the Common Terms
Deed.






3 DRAWINGS




3.1 Facility





	 	(a)	 	A Borrower can draw an Advance under the Facility on any Business Day in
respect of any of the Tranches.
	 
	 	(b)	 	Any Tranche may be drawn down by Advances in the following currencies:






	 	(i)	 	Australian dollars;
	 
	 	(ii)	 	US dollars;
	 
	 	(iii)	 	Pounds Sterling;
	 
	 	(iv)	 	Euro;
	 
	 	(v)	 	SGD;
	 
	 	(vi)	 	CAD; or
	 
	 	(vii)	 	subject to availability, another Available Currency.






	 	(c)	 	In respect of each Tranche, the Original Amount of all Advances drawn under
that Tranche together with the Original Amount of any requested Advance to be drawn
under that Tranche must not exceed the Commitment for that Tranche.
	 
	 	(d)	 	Advances in Australian dollars will be made by the Lender’s Sydney office.
	 
	 	(e)	 	Advances in Available Currencies other than Australian dollars will be made by:






	 	(i)	 	the Lender’s Offshore Banking Unit, but only if the Borrower of
the relevant Advance is not a resident of Australia for Tax purposes and also
not acting through a permanent establishment in Australia; or
	 
	 	(ii)	 	another office of the Lender if the Lender agrees.





3.2 Minimum denominations





	 	Each Advance must have a minimum amount as follows:






	 	(a)	 	if in Australian dollars, A$1,000,000, with an integral multiple of
A$1,000,000;
	 
	 	(b)	 	if in US dollars, US$1,000,000, with an integral multiple of US$1,000,000;
	 
	 	(c)	 	if in Pounds Sterling, GBP1,000,000, with an integral multiple of GBP1,000,000;
	 
	 	(d)	 	if in euros, EURO1,000,000, with an integral multiple of EURO1,000,000;
	 
	 	(e)	 	if in CAD, CAD1,000,000, with an integral multiple of CAD1,000,000;





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	 	(f)	 	in SGD, SGD1,000,000, with an integral multiple of SGD1,000,000;
	 
	 	(g)	 	if in another Available Currency, a minimum amount and integral multiple as
advised by the Lender;





       or which is equal to the amount remaining for the undrawn Commitment.



       Advances in no more than six (6) currencies may be outstanding at any one time.



3.3 Conditions Precedent




       Before a Borrower can draw an Advance it needs to:




	 	(a)	 	(Facility Agreement) sign and return a copy of this Agreement or become a party
to this Agreement pursuant to clause 11.1;
	 
	 	(b)	 	deliver the following in form and substance satisfactory to the Lender:






	 	(i)	 	(Common Terms Deed) the Common Terms Deed duly executed or a
duly executed Additional Guarantors and Additional Borrowers Accession Deed;
	 
	 	(ii)	 	(Verification Certificate) in relation to the Borrower a
Verification Certificate; and
	 
	 	(iii)	 	(legal opinion) in relation to each Borrower incorporated outside of Australia, a
legal opinion in a form acceptable to the Lender (acting reasonably) and
otherwise consistent with previous forms accepted by the Lender;






	 	(c)	 	[*]
	 
	 	(d)	 	(company searches) reimburse the Lender for the cost of any company searches it
may conduct in respect of this Agreement; and
	 
	 	(e)	 	(Drawdown Notice) give a Drawdown Notice for the Advance, in the form attached
by 10am (local time of the Lender’s office making the Advance) at least two (2)
Business Days before the Drawdown Date. For a drawing in:






	 	(i)	 	an Available Currency other than Australian dollars, this must
be received at:






	 	(A)	 	the Lender’s Offshore Banking Unit address; or
	 
	 	(B)	 	if the Advance is to be made by the Lender’s
London or New York office, the Lender’s address in London or New York
(as applicable) and copied to its Sydney address referred to above;






	 	(ii)	 	Australian dollars, this must be received at the Lender’s
address in Sydney referred to above.





3.4 No default





	 	 	The Lender is not obliged to provide an Advance which would increase the amount lent if on
the Drawdown Date there is a continuing Event of Default or a Potential Event of Default (as
defined in the Common Terms Deed).





3.5 The Lender’s right to draw Bills





	 	(a)	 	At any time, the Lender may prepare at its cost reliquification Bills in
respect of an Australian Dollar Advance and deal with them as it sees fit. These Bills
must mature on or before the end of the interest period for the Advance, and their
total face amount must not be more than the total amount of principal and interest of
that Advance.





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	 	(b)	 	For value, each Borrower irrevocably authorises the Lender (or those authorised
by it) to prepare and sign those Bills on the Borrower’s behalf, as drawer, endorser or
both.
	 
	 	(c)	 	The Lender will indemnify the Borrowers against any liability, loss, cost and
expense in relation to the Bills. If a reliquification Bill is presented to a Borrower
and it pays it, the amount of that payment will be taken to have been applied against
the amounts it owes under this Agreement. Otherwise, the indemnity obligation will not
affect a Borrower’s obligations under this Agreement in any way.
	 
	 	(d)	 	The Borrowers must make payments in relation to an Advance even though
reliquification Bills are outstanding in relation to that Advance.





3.6 Review and renewal of Commitment





	 	(a)	 	On or before the Renewal Review Date for each Tranche (Existing Termination
Date), the Lender may review its participation under this Agreement. Following this
review the Lender, at its absolute discretion, may offer to extend its participation
under this Agreement to a date falling 12 months after the Existing Termination Date
(New Termination Date) by delivering to Sims a signed Renewal Notice attaching a
proposed Key Terms Schedule.
	 
	 	(b)	 	The Lender’s offer contained in any Renewal Notice delivered in accordance with
clause 3.6(a) may be subject to any conditions precedent or subsequent as the Lender
specifies.
	 
	 	(c)	 	In the course of reviewing its participation under this Agreement in accordance
with clause 3.6(a), the Lender has the absolute right to propose the variation of any
and all of the terms of the Facility set out in the Key Terms Schedule (Revised Terms),
including, but not limited to, the Commitment for each Tranche, the Margin and the
Unused Commitment Fee, as part of its offer to the Borrowers to extend its
participation. The Revised Terms will be set out in the Key Terms Schedule attached to
a Renewal Notice delivered in accordance with clause 3.6(a).
	 
	 	(d)	 	If, within 30 days of receiving a Renewal Notice delivered in accordance with
clause 3.6(a):






	 	(i)	 	the Borrowers have signed and delivered to the Lender the
Renewal Notice; and
	 
	 	(ii)	 	the Lender has notified Sims that it is satisfied that all of
the conditions specified in the Renewal Notice have been satisfied,





the current definition of “Final Termination Date” shall be amended to be the New
Termination Date and the Key Terms Schedule shall be amended in accordance with the
Renewal Notice with effect on and from the date of the Renewal Notice.




	 	(e)	 	If:






	 	(i)	 	the Lender does not deliver a Renewal Notice to the Borrowers;
or
	 
	 	(ii)	 	the Borrowers do not satisfy any condition in the relevant
Renewal Notice; or
	 
	 	(iii)	 	the Borrowers do not sign and return a Renewal Notice
delivered in accordance with clause 3.6(a) within 30 days of having received
it,





the Final Termination Date will not be amended and any Revised Terms contained in a
Renewal Notice delivered in accordance with clause 3.6(a) will not apply.




	 	(f)	 	Nothing in the Transaction Documents obliges the Lender:





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	 	(i)	 	to extend any Final Termination Date; or
	 
	 	(ii)	 	to provide a Renewal Notice.






	 	(g)	 	Each Borrower acknowledges and agrees that the delivery or acceptance of any
Renewal Notice or any amendment to a Transaction Document pursuant to this clause 3.6
or a Renewal Notice does not:






	 	(i)	 	affect the validity or enforceability of this Agreement or any
other Transaction Document;
	 
	 	(ii)	 	prejudice or adversely affect any right, power, authority,
discretion or remedy arising under this Agreement or any other Transaction
Document before the date of any amendment under clause 3.6(c); or
	 
	 	(iii)	 	discharge, release or otherwise affect any liability or
obligation arising under this Agreement or any other Transaction Document
before the date of any amendment under clause 3.6(c).





4 CALCULATION OF INTEREST





	 	(a)	 	Interest for each Advance accrues daily on the outstanding principal.
	 
	 	(b)	 	Interest is calculated on actual days elapsed and a year of 365 days for
Australian dollars and Pounds Sterling and a year of 360 days for US dollars and euros.
For other Available Currencies, the basis will be advised by the Lender.
	 
	 	(c)	 	It will be determined by reference to interest periods selected by the Borrower
of the Advance. Each period begins on the Drawdown Date or on the last day of the
previous interest period.
	 
	 	(d)	 	Unless the Lender agrees otherwise, interest periods must be of 7 or 14 days or
of 1, 2, 3, 4, 5 or 6 months. If an interest period would end on a day that is not a
Business Day, then it will end on the previous Business Day.
	 
	 	(e)	 	If an interest period begins on a date for which there is no corresponding date
in the month in which it is to end, it will end on the last Business Day of that month.
	 
	 	(f)	 	The relevant Borrower must select interest periods for Advances so that they do
not expire after the Final Termination Date.
	 
	 	(g)	 	The Borrower will select the interest period for an Advance in the Drawdown
Notice. It will select each subsequent interest period by written notice to the
Lender’s office that made the Advance by 10 am (local time) at least 2 Business Days
before the end of the previous interest period. If the Borrower fails to select a
period, it will be taken to have selected one of 3 months.





5 PAYMENT OBLIGATIONS




5.1 Interest and fees





	 	(a)	 	Sims will, or will ensure that the other Borrowers pay interest and fees as set
out in this Agreement.
	 
	 	(b)	 	Interest on an Advance will be paid in the currency of the Advance, to the
Lender’s office that made the Advance and fees will be paid in Australian dollars to
the Lender’s Sydney office.





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5.2 Rollovers





	 	(a)	 	The Borrower of an Advance will repay it on the last day of its interest
period. However, if all or part of the Advance is to continue in the same currency for
a further interest period, the amount of the Advance which is to continue need not be
repaid at the end of that interest period except as follows.
	 
	 	(b)	 	The Borrower of an Advance may switch an Advance from one currency to another
at the end of an interest period, but only by repaying the Advance in the first
currency and redrawing it in the second currency. The ability of a Borrower to redraw
the Advance in the second currency will be subject to the other provisions of this
Agreement.





5.3 Repayments and prepayments





	 	(a)	 	(repayments) The Borrower of each Advance will repay the amount lent in
accordance with clause 2.7 (Repayment) of this Agreement, and in any event also repay
each Advance at the end of its interest period except to the extent it is being
redrawn.
	 
	 	(b)	 	(prepayments) At any time the relevant Borrower may prepay all or part of the
amount lent if it gives at least 5 Business Days’ prior written notice. Partial
prepayments must be in multiples of A$5,000,000 (or, if in any other Available
Currency, multiples that comply with the Minimum Denominations in clause 3.2).
	 
	 	(c)	 	(cleandown) In respect of a Tranche, if at any time the aggregate of the amount
of all Advances denominated in the Commitment Currency for that Tranche and the
Equivalent Amount of all Advances denominated in a currency other than the Commitment
Currency for that Tranche (the Current Aggregate) exceeds 110% of the Commitment for
that Tranche, then, if required by written notice from the Lender, Sims must within the
period stated in the notice (to the extent that it has borrowed an Advance) repay, or
ensure that a Borrower repays, an amount sufficient to ensure that the Current
Aggregate does not exceed the Commitment for the Tranche.





5.4 Method of payment





	 	(a)	 	The Borrowers will make all payments as specified by the Lender. In the absence
of a specific direction, payments will be made to the Lender’s accounts as follows:






	 	(i)	 	if in US$ (in respect of Advances by the Lender’s Offshore
Banking Unit) to JPMorgan Chase New York, CHASUS33, Account Number 780254744
(under reference Sims or as specified by the Lender); or
	 
	 	(ii)	 	if in US$ (in respect of Advances by the Lender’s London
office) to “Westpac London USD Account” with Chase Manhattan Bank, New York,
Account No. 001-1-910-312. Chips U.I.D. CH004742 Swift Code CHASUS33 (under
reference Sims or as specified by the Lender); or
	 
	 	(iii)	 	if in US$ (in respect of Advances by the Lender’s New York
office) to “Westpac Banking Corporation, Grand Cayman Branch” with Chase
Manhattan Bank, New York, ABA 021 000 021, Account No. 001-1-910-460” Chips
U.I.D. CH Swift Code CHASUS33 (under reference Sims or as specified by the
Lender); or
	 
	 	(iv)	 	if in GBP (in respect of Advances by the Lender’s Offshore
Banking Unit) to National Westminster Bank, Plc London, NWBKGB2L, Sort Code
60-00-04, Account Number 10007504 (under reference Sims or as specified by the
Lender); or





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	 	(v)	 	if in GBP to “Westpac London Account” with Lloyds Bank, London,
Account No LLY01140869. Swift Code LOYDGB2L (under reference Sims or as
specified by the Lender); or
	 
	 	(vi)	 	if in euros (in respect of Advances by the Lender’s Offshore
Banking Unit) to HSBC Bank Plc, London, MIDLGB22, Sort Code 40-05-15, Account
Number 59414915 (under reference Sims or as specified by the Lender); or
	 
	 	(vii)	 	if in euros to “Westpac London Account” with HSBC Bank Plc
Swift Code MIDLGB22 Account No 59282959 (under reference Sims or as specified
by the Lender); or
	 
	 	(viii)	 	if in SGD (in respect of Advances by the Lender’s Offshore Banking Unit) to
Standard Chartered Bank Singapore, SCBLSGSGXXX, Account Number 0109304268
(under reference Sims or as specified by the Lender); or
	 
	 	(ix)	 	if in CAD (in respect of Advances by the Lender’s Offshore
Banking Unit) to Toronto Dominion Bank Toronto, Account Number 0360-01-2000510
(under reference Sims or as specified by the Lender); or
	 
	 	(x)	 	if in Australian dollars (in respect of Advances by the
Lender’s Sydney office) to BSB 032916 No. 100059 (or as specified by the
Lender).






	 	(b)	 	Payments must be in immediately available funds and free of any set-off or
deduction, except for Taxes where required by law. All payments will be made by 11 am
(local time) in the place of payment.





6 EXTERNAL CIRCUMSTANCES




6.1 Available Currency impracticability





	 	 	 	If in the Lender’s opinion:






	 	(a)	 	there is any change in applicable law or any change in national or
international financial, political or economic conditions, currency availability,
exchange rates or exchange contracts which make it impractical for a particular Advance
to be denominated in the selected Available Currency during an interest period; or






	 	(b)	 	any necessary government approval is not obtained,






	 	 	 	then the Lender must notify Sims promptly,






	 	 	 	and:






	 	(c)	 	if the relevant Drawdown Notice requested that the Advance be made in
Australian dollars if the relevant Available Currency was unavailable, or
	 
	 	(d)	 	Sims and the Lender agree,






	 	 	 	the Advance will be made in Australian dollars. Otherwise, the Drawdown Notice will be
cancelled.





6.2 Market Disturbance





	 	(a)	 	The Lender may give a notice (a Disturbance Notice) to Sims at any time before
the beginning of an interest period if the Lender forms the view that market conditions
in the relevant financial market for the currency concerned are seriously disturbed.





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	 	(b)	 	This includes circumstances where, in the Lender’s opinion, adequate and fair
means are not available for fixing the Base Rate, or deposits in the currency concerned
are not available in the ordinary course of business to the Lender in the relevant
financial market, or the cost to the Lender of obtaining deposits in the relevant
financial market exceeds the Base Rate, or because of national or international
financial, political or economic circumstances or exchange rates or exchange controls
it is impractical for it to fund the Advance for the interest period.
	 
	 	(c)	 	If a Disturbance Notice relates to an Advance which has not been made, the
Lender’s obligations to make the Advance shall be suspended while it and Sims negotiate
alternative arrangements. If they reach agreement within 30 days, those alternative
arrangements will apply. If they do not reach agreement within that period, the Lender
will be released from its obligations to make the Advance.
	 
	 	(d)	 	If the Disturbance Notice relates to an Advance which has been made, the Lender
will maintain the Advance, and will within 30 days after giving the Disturbance Notice
notify Sims of an alternative basis for maintaining the Advance. Sims will comply with
the alternative basis. The Lender and Sims will consult monthly while the alternative
basis is in force, and if the circumstances which justified the establishment of the
alternative basis cease to apply, the Lender will revoke the alternative basis as
promptly as practicable.
	 
	 	(e)	 	An alternative basis may be retrospective to the beginning of the relevant
interest period, and may include alternative currencies, interest periods or methods of
fixing the interest rate.





7 PAYMENTS AND DEFAULT INTEREST




7.1 Time of payment





	 	 	 	Unless otherwise stated, amounts payable under this clause are payable within 2 Business
Days of demand.





7.2 Default interest





	 	 	 	Interest will accrue each day on each amount due but unpaid. The Borrowers will pay it on
demand. The rate will be 2% per annum plus, for Available Currencies other than Australian
dollars, the Lender’s funding rate for making loans in that currency (as determined by the
Lender for periods determined by the Lender) from time to time plus the Margin; and for
Australian dollars, the Lender’s advertised “reference lending rate” (or any equivalent rate
which is substituted for this rate from time to time). That interest accrues before and
after any judgment. Unless it does not do so more often the Lender will be taken to have
debited monthly the relevant Borrower’s account with accrued interest under this clause 7.2.
That interest will then itself bear interest.





8 REPRESENTATIONS AND WARRANTIES




8.1 Representations and warranties





	 	 	 	Each Borrower makes the representations and warranties contained in clause 3 of the Common
Terms Deed to the Lender in respect of itself and on behalf of each other Transaction Party
(except where the representation and warranty is expressed to apply to Sims only in which
case Sims gives the relevant representation and warranty), as if those representations and
warranties were set out in full in this clause 8.1.





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8.2 Continuing representations and warranties





	 	 	The representations and warranties given under this Agreement, including those in this
clause 8, survive the execution of each Transaction Document and are repeated on each date
representations and warranties are repeated under clause 3.2(b) of the Common Terms Deed
with respect to the facts and circumstances then subsisting.





8.3 Acknowledgment of reliance





	 	 	Each Borrower acknowledges that the Lender has entered into each Transaction Document in
reliance on the representations and warranties given under this Agreement.





8.4 Additional representations and warranties





	 	 	The representations and warranties given under this Agreement are in addition to any other
representations and warranties in any other Transaction Document.





8.5 Lender’s representation and warranty





	 	 	The Lender represents and warrants to the Borrowers that the making of Advances under this
Agreement by its Offshore Banking Unit will not have any adverse Tax consequences for the
Borrowers.





9 UNDERTAKINGS





	 	 	Unless the Lender otherwise agrees in writing, each Borrower undertakes, and undertakes
to ensure that each other Transaction Party will (to the extent that the undertaking applies
to a Transaction Party), comply with clause 4 of the Common Terms Deed as follows (except
where the undertaking is expressed to apply to Sims only in which case Sims gives the
relevant undertaking).





10 EVENTS OF DEFAULT




10.1 Events of Default





	 	(a)	 	An Event of Default occurs if an “Event of Default” as defined in the Common
Terms Deed occurs.






	 	(b)	 	If an amount is paid to the Lender to cover an amount contingently owing, the
Lender will hold that amount in an interest bearing account until the amount becomes
actually owing or ceases to be contingently owing. The Lender will then apply the
amount in the account (including interest) in payment of the amount actually owing and
return the balance to the relevant Borrower.





10.2 Incorporation of provisions





	 	 	Clauses 5.2 to 5.4 (inclusive) of the Common Terms Deed apply to this Agreement as if set
out in full in this Agreement and as if references in those clauses to “this deed” were to
“this Agreement”.





10.3 Termination of facilities





	 	 	Where a Transaction Document specifies that a facility can be terminated by the Lender at
any time, the Lender may at any time do either of the things specified in (1) or (2) of
clause 5.2(a) of the Common Terms Deed whether or not an Event of Default has occurred.





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	11	 	ADDITIONAL BORROWERS
	 
	11.1	 	Additional Borrowers
	 
	 	 	Sims may request that any of its wholly owned Subsidiaries becomes an Additional Borrower.
That Subsidiary shall become an Additional Borrower if:






	 	(a)	 	the Lender approves the addition of that Subsidiary as an Additional Borrower;
	 
	 	(b)	 	Sims delivers to the Lender a duly completed and executed Additional Borrower
Accession Deed for the accession of that Subsidiary as an Additional Borrower;
	 
	 	(c)	 	Sims confirms that no Default is continuing or would occur as a result of that
Subsidiary becoming an Additional Borrower; and
	 
	 	(d)	 	the Subsidiary has acceded as an “Additional Borrower” and an “Additional
Guarantor” under the Common Terms Deed.






	11.2	 	Repetition of Representations
	 
	 	 	Delivery of an Additional Borrower Accession Deed to the Lender constitutes confirmation by
the relevant Subsidiary that the representations and warranties in the Transaction Documents
are true and correct in relation to it as at the date of delivery as if made by reference to
the facts and circumstances then existing.
	 
	12	 	ASSIGNMENT






	 	(a)	 	Clause 13 of the Common Terms Deed applies to this Agreement as if set out in full
in this Agreement and as if references in that clause to “this deed” were to “this
Agreement”.
	 
	 	(b)	 	Where the Lender wants to transfer any part of its obligations, Sims on behalf
of each Borrower will sign when reasonably requested by the Lender a document which
will effect that transfer. The Lender will bear its own costs and stamp duty on that
document.






	13	 	GOVERNING LAW & JURISDICTION
	 
	 	 	This Agreement is governed by New South Wales law. The Borrowers accept the
non-exclusive jurisdiction of the courts having jurisdiction there.
	 
	14	 	INTERPRETATION
	 
	14.1	 	Definitions
	 
	 	 	Additional Borrower means any wholly owned Subsidiary of Sims which becomes, or has become,
as the context may require, party to this Agreement as a Borrower in accordance with clause
11 of this Agreement.
	 
	 	 	Additional Borrower Accession Deed means an accession deed in the form set out in Schedule 6
of this Agreement.
	 
	 	 	Additional Guarantors and Additional Borrowers Accession Deed means an accession deed in the
form set out in Attachment 1 of the Common Terms Deed.
	 
	 	 	Advance means the outstanding principal amount of a drawdown made under the Facility.






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	 	 	A$, AUD or Australian dollars means the lawful currency of Australia.
	 
	 	 	Available Currency means Australian dollars, US dollars, Pounds Sterling, euro, SGD and CAD,
and any other currency agreed by the Lender which is freely transferable and convertible
into US dollars.
	 
	 	 	Base Rate means:






	 	(a)	 	in relation to Australian dollars, BBR;
	 
	 	(b)	 	in relation to US dollars, Pounds Sterling, and euro, LIBOR; and
	 
	 	(c)	 	in relation to other Available Currencies, the rate notified by the Lender to
the Borrower as the Lender’s funding rate for making loans in the currency concerned
for the relevant interest period.






	 	 	BBR for an interest period means the Reuters BBSY bid rate for that period on the first day
of the period, or if there is none, the rate selected by the Lender as equivalent.
	 
	 	 	Borrowers means each Original Borrower and each Additional Borrower and Borrower means any
one of them.
	 
	 	 	Business Day:






	 	(a)	 	for Advances made by the Lender’s Offshore Banking Unit, means a weekday:






	 	(i)	 	on which the relevant financial markets are open in Sydney;
	 
	 	(ii)	 	on which the Offshore Banking Unit is open at its address in
Sydney;
	 
	 	(iii)	 	(in relation to any date for payment or purchase of a currency
other than euro) on which banks are open for business in the principal
financial centre for the relevant currency; and
	 
	 	(iv)	 	(in relation to any date for payment or purchase of euro) which
is also a TARGET Day;
	 
	 	but in any case not a day which is a public holiday or bank holiday in:
	 
	 	(A)	 	Sydney; or
	 
	 	(B)	 	the country of the currency of the Advance;






	 	(b)	 	for Advances made by the Lender’s London office, means a weekday:






	 	(i)	 	on which the relevant financial markets are open in London;
	 
	 	(ii)	 	the Lender is open at its address in London as referred to
above;
	 
	 	(iii)	 	(in relation to any date for payment or purchase of a currency
other than euro) banks are open for business in the principal financial centre
for the relevant currency; and
	 
	 	(iv)	 	(in relation to any date for payment or purchase of euro) which
is also a TARGET Day;






	 	(c)	 	for Advances made by the Lender’s New York office, means a weekday:






	 	(i)	 	on which the relevant financial markets are open in New York
and London;
	 
	 	(ii)	 	the Lender is open at its address in New York as referred to
above;





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	 	(iii)	 	(in relation to any date for payment or purchase of a currency
other than euro) banks are open for business in the principal financial centre
for the relevant currency; and
	 
	 	(iv)	 	(in relation to any date for payment or purchase of euro) which
is also a TARGET Day;






	 	 	for Australian dollar Advances made by the Lender’s Sydney office and for purposes not
connected with the Lender’s London office, means a weekday on which the Lender is open at
its address in Sydney referred to above.
	 
	 	 	CAD means the lawful currency of Canada.
	 
	 	 	Commitment means in respect of the:






	 	(a)	 	Euro Tranche, the Euro Commitment;
	 
	 	(b)	 	USD Tranche, the USD Commitment;
	 
	 	(c)	 	GBP Tranche, the GBP Commitment.






	 	 	Commitment Currency means in relation to a Tranche, the currency in which the Commitment for
that Tranche is denominated.
	 
	 	 	Common Terms Deed has the meaning given to that phrase in clause 1.1 of this Agreement.
	 
	 	 	Drawdown Date means the date on which an Advance is, or is to be, made.
	 
	 	 	Drawdown Notice means a notice in the form set out in Schedule 3 to this Agreement (properly
completed and executed and containing the information and representations and warranties set
out therein).
	 
	 	 	Effective Date has the meaning given in the document entitled ‘Amendment and Restatement
Deed’ between the Lender, Sims and each Original Borrower dated on or about 23 June 2011.
	 
	 	 	Equivalent Amount means, in respect of an Advance drawn under a Tranche which is expressed
in a currency (first currency) which is not the Commitment Currency for that Tranche, on any
date, the amount of the Commitment Currency, determined by translating that amount of the
first currency into the Commitment Currency at the Lender’s spot rate of exchange for buying
the Commitment Currency with the first currency. For the purposes of determining the unused
portion of the Commitment, the Equivalent Amount shall be determined at the Drawdown Date
and the first day of each subsequent interest period.
	 
	 	 	Euro, euro or € means the single lawful currency of a Participating Member State.
	 
	 	 	Euro Commitment has the meaning given to it in the Key Terms Schedule.
	 
	 	 	Euro Tranche means the tranche in respect of Advances denominated in Euros (or any other
Available Currency agreed by the Lender from time to time), described in the Key Terms
Schedule.
	 
	 	 	Event of Default has the meaning given in clause 10 (Events of Default).
	 
	 	 	[*]
	 
	 	 	Facility means the facility made available under this Agreement.
	 
	 	 	GBP Commitment has the meaning given to it in the Key Terms Schedule.





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	 	 	GBP Tranche means the tranche in respect of Advances denominated in GBP (or any other
Available Currency agreed by the Lender from time to time), described in the Key Terms
Schedule.
	 
	 	 	Key Terms Schedule means the Key Terms Schedule set out in Schedule 2 as amended,
supplemented or replaced from time to time in accordance with this Agreement.
	 
	 	 	Lender has the meaning given in clause 1.1 of this Agreement.
	 
	 	 	LIBOR in relation to an interest period means the offered rate for deposits in that
Available Currency for a period comparable to the relevant interest period which appears on
Reuters Screen LIBOR1 at or about 11.00am (London) time 2 Business Days before the first day
of the interest period (or, for Pounds Sterling on the first day of the interest period)
(or, for euro, two TARGET Days before the first day of the interest period). If, however,
there are no rates displayed for a term comparable to that interest period, or the basis on
which those rates are displayed is changed to one which, in the Lender’s opinion, does not
reflect its cost of funding the Advance, then LIBOR will be the rate calculated by the
Lender as its cost of raising deposits in that currency for a term comparable to the
interest period from leading banks in the London Interbank Market.
	 
	 	 	Mandatory Cost has the meaning given in Schedule 4 of this Agreement.
	 
	 	 	Offshore Banking Unit means the Lender’s ‘Offshore Banking Unit’ located at Level 3, Westpac
Place 275 Kent Street, Sydney, New South Wales 2000.
	 
	 	 	Original Amount means, in respect of a Tranche:






	 	(a)	 	in relation to an Advance denominated in the Commitment Currency, the amount
specified for that Advance; and
	 
	 	(b)	 	in relation to an Advance denominated in a currency other than the Commitment
Currency, the Equivalent Amount on its Drawdown Date and the first day of each
subsequent interest period (whether an interest period for that or any other Advance)
as reduced from time to time by the Equivalent Amount of repayments or prepayments.






	 	 	Pounds Sterling, Sterling, British pound, GBP and £ refer to the lawful currency of the
United Kingdom.
	 
	 	 	Participating Member State means any member state of the European Communities that adopts or
has adopted the euro as its lawful currency in accordance with legislation of the European
Community relating to the Economic and Monetary Union.
	 
	 	 	Renewal Notice means a renewal notice substantially in the form set out in Schedule 5 of
this Agreement.
	 
	 	 	Renewal Review Date means the date falling 24 months prior to the then Final Termination
Date.
	 
	 	 	Sims has the meaning given in clause 1.1 of this Agreement.
	 
	 	 	SGD means the lawful currency of the Republic of Singapore.
	 
	 	 	TARGET means Trans-European Automated Real-Time Gross Settlement Express Transfer payment
system.
	 
	 	 	TARGET Day means any day on which TARGET is open for the settlement of payments in euro.
	 
	 	 	Tranches means the USD Tranche, GBP Tranche and Euro Tranche.





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	 	 	Transaction Documents means:






	 	(a)	 	this Agreement;
	 
	 	(b)	 	the Common Terms Deed;
	 
	 	(c)	 	any Hedging Agreement entered into by any Transaction Party and the Lender; and
	 
	 	(d)	 	each Renewal Notice and Key Terms Schedule;
	 
	 	(e)	 	each “Transaction Document” of the Lender, as defined in the Common Terms Deed;
	 
	 	(f)	 	any document which Sims acknowledges in writing to be a Transaction Document;
	 
	 	(g)	 	any document which is entered into, or given under, or for the purposes of,
amending any Transaction Document; and
	 
	 	(h)	 	any other present or future document, agreement or arrangement (whether or not
in writing):






	 	(i)	 	to which any Borrower is or becomes a party with the Lender; or
	 
	 	(ii)	 	under which obligations are owed by any Transaction Party to the Lender,
	 
	 	in each case, whether or not other parties are involved and whether or not it arises
as a result of an assignment or transfer.






	 	 	Unused Commitment Fee has the meaning given to it in clause 2.8 of this Agreement.
	 
	 	 	US dollars, USD or US$ refer to the lawful currency of the United States of America.
	 
	 	 	USD Commitment has the meaning given to it in the Key Terms Schedule.
	 
	 	 	USD Tranche means the tranche in respect of Advances denominated in USD (or any other
Available Currency agreed by the Lender from time to time), described in the Key Terms
Schedule.
	 
	 	 	Verification Certificate means the certificate substantially in the form of Schedule 2 to
the Common Terms Deed (Form of Verification Certificate) properly completed and executed and
containing the information set out therein, and attaching the documents referred to therein.
	 
	14.2	 	Interaction with Common Terms Deed






	 	(a)	 	A term which has a defined meaning (including by reference to another document)
in the Common Terms Deed has the same meaning when used in this Agreement unless it is
expressly defined in this Agreement, in which case the meaning in this Agreement
prevails.
	 
	 	(b)	 	Clauses 1.3, 1.5, 1.7, 9, 15.2 and 16 of the Common Terms Deed apply to this
Agreement as if set out in full in this Agreement and as if references in those clauses
to “this deed” were to “this Agreement”.
	 
	 	(c)	 	Pursuant to clause 7.17(c) of the Common Terms Deed, the Lender and Sims agree
that clause 7.17 of the Common Terms Deed is to apply in respect of the Lender and all
Guarantors.





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SCHEDULE 1 — ORIGINAL BORROWERS




	 	 	 	 	 	 	 
	 	 	 	 	 	 	jurisdiction of
	 	 	 	 	 	 	incorporation / registration /
	NAME OF COMPANY	 	corporation number	 	organisation
	Sims Metal Management

	 	ACN 114 838 630
	 	Australia
	Limited

	 	ABN 69 114 838 630
	 	 
	Sims Group Australia

	 	ACN 008 634 526
	 	Australia
	Holdings Limited

	 	ABN 37 008 634 526
	 	 
	Sims Group UK Limited

	 	 	3242331	 	 	United Kingdom
	Sims Group UK Holdings 

Limited

	 	 	2904307	 	 	United Kingdom
	Mirec B.V.

	 	 	17073024	 	 	The Netherlands
	Sims Recycling Solutions AB

	 	 	N/A	 	 	Sweden
	Sims Group USA Corporation

	 	 	N/A	 	 	Delaware
	Sims Group Global Trade 

Corporation

	 	 	N/A	 	 	Delaware
	North Carolina Resource 

Conservation, LLC

	 	 	N/A	 	 	North Carolina
	Sims Group USA Holdings 

Corporation

	 	 	N/A	 	 	Delaware
	Schiabo Larovo Corporation

	 	 	N/A	 	 	Delaware
	Simsmetal East LLC

	 	 	N/A	 	 	Delaware
	Simsmetal West LLC

	 	 	N/A	 	 	Delaware
	Metal Management, Inc.

	 	 	N/A	 	 	Delaware
	Metal Management Alabama,
Inc.

	 	 	N/A	 	 	Delaware
	Metal Management Arizona,
L.L.C.

	 	 	N/A	 	 	Arizona
	SMM New England Corporation
(formerly known as Metal
Management Connecticut,
Inc.)

	 	 	N/A	 	 	Delaware
	Metal Management Memphis,
L.L.C.

	 	 	N/A	 	 	Tennessee
	Metal Management Midwest,
Inc.

	 	 	N/A	 	 	Illinois
	Metal Management
Mississippi, Inc.

	 	 	N/A	 	 	Delaware
	Metal Management Northeast,
Inc.

	 	 	N/A	 	 	New Jersey
	Metal Management Ohio, Inc.

	 	 	N/A	 	 	Ohio
	Metal Management West, Inc.

	 	 	N/A	 	 	Colorado
	Proler Southwest LP

	 	 	N/A	 	 	Texas
	Metal Dynamics Detroit LLC

	 	 	N/A	 	 	Delaware
	Sims Recycling Solutions
Holdings Inc. (formerly
Sims Recycling Solutions,
Inc.)

	 	 	N/A	 	 	Illinois
	Sims Recycling Solutions,
Inc.

 (formerly United
Refining & Smelting Co)

	 	 	N/A	 	 	Illinois






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SCHEDULE 2 — KEY TERMS SCHEDULE




	 	 	 	 	 	 	 
	FACILITY DETAILS	 	 	 	 	 	 
	 
	Maximum outstanding 

moneys at any time

	 	Euro Tranche
	 	USD Tranche
	 	GBP Tranche
	 

	 	 	 	millions	 	 
	 
	 	 	 	 	 	 
	 

	 	€27
	 	US$175
	 	£89.6
	 
	 	 	 	 	 	 
	 

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	 

	 	(Euro Commitment)
	 	(USD Commitment)
	 	(GBP Commitment)
	 
	 	 	 	 	 	 
	Margin	 	Financial Indebtedness of the Sims
Group/EBITDA =	 	Margin
	 
	 	 	 	 	 	 
	 

	 	[*]
	 	 	 	[*]
	 
	Final Termination Date	 	The date which is three years after the date of the Common Terms Deed.
	 
	 	 	 	 	 	 
	Fees

	 	[*]	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Unused Commitment Fee: [*] of the applicable Margin.






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SCHEDULE 3 — FORM OF DRAWDOWN NOTICE





	 	 	TO: [Name]

Westpac Banking Corporation (Westpac)

[address]





MULTICURRENCY REVOLVING FLOATING RATE CASH ADVANCE FACILITY — FACILITY AGREEMENT



I refer to the amended and restated Multicurrency Revolving Floating Rate Cash Advance Facility —
Facility Agreement dated1 November 2000, as amended and restated from time to time and most
recently on [ ] June 2011, between Westpac, Sims Metal Management Limited and certain of its
subsidiaries (“the Agreement”).



I am authorised to give this notice, which is irrevocable, on behalf of the Company referred to
below. We wish to draw [A$[*] / [other Available Currency] [*]] on [a Business Day], with an
initial interest period of [ ] from Westpac’s [Offshore Banking Unit / London / New York / Sydney]
office.



The Tranche to be drawn down is the [Euro Tranche / GBP Tranche / USD Tranche].[If [relevant
Available Currency other than Australian dollars] is not available please provide the Advance in
Australian dollars].



The representations by the Company in the Agreement are true as of today. [No Event of Default (as
defined in the Common Terms Deed) or Potential Event of Default has occurred and is subsisting.
[The Company has complied with its undertakings in the Agreement.]



Please pay the drawing as follows [insert bank account description]
____________________________



Dated [*]




_____________________

SIGNED for [name of Borrower]



[To be signed by authorised signatory whose signatures and status have been verified to the
Lender].




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SCHEDULE 4 — MANDATORY COST FORMULAE





	1.	 	The mandatory cost is an addition to the interest rate to compensate lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank (Mandatory Cost).






	2.	 	On the first day of each interest period (or as soon as possible thereafter) the Lender shall
calculate, as a percentage rate, a rate (the Additional Cost Rate) in accordance with the
paragraphs set out below.






	3.	 	The Additional Cost Rate will be calculated as follows:






	 	(a)	 	in relation to a Pound Sterling Advance:
	 
	 	 	 	AB + C(B
D) + E x [*]
 per cent. per annum

      100 - (A + C)






	 	(b)	 	in relation to an Advance in any currency other than Pound Sterling:
	 
	 	 	 	E x [*]
per cent. per annum.

  300






	 	Where:






	 	A	 	is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which the Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.
	 
	 	      B	 	is the percentage rate of interest (excluding the Margin and the Mandatory
Cost) payable for the relevant interest period on the Advance.
	 
	 	C	 	is the percentage (if any) of Eligible Liabilities which the Lender is required
from time to time to maintain as interest bearing Special Deposits with the Bank of
England.
	 
	 	D	 	is the percentage rate per annum payable by the Bank of England to the Lender
on interest bearing Special Deposits.
	 
	 	E	 	is the rate of charge payable by the Lender to the Financial Services Authority
pursuant to the Fees Regulations (but, for this purpose, ignoring any minimum fee
required pursuant to the Fees Regulations) and expressed in pounds per ,1,000,000 of
the Fee Base of that Lender.






	4.	 	For the purposes of this Schedule:






	 	(a)	 	Eligible Liabilities and Special Deposits have the meanings given to them from
time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;






	 	(b)	 	Fees Regulations means the Banking Supervision (Fees) Regulations 1999 or such
other law or regulation as may be in force from time to time in respect of the payment
of fees for banking supervision; and






	 	(c)	 	Fee Base has the meaning given to it, and will be calculated in accordance
with, the Fees Regulations.





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	5.	 	In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. .5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting figures
shall be rounded to four decimal places.






	6.	 	The Lender may from time to time, after consultation with Sims determine and notify to Sims
any amendments which are required to be made to this attachment in order to comply with any
change in law, regulation or any requirements from time to time imposed by the Bank of
England, the Financial Services Authority or the European Central Bank (or, in any case, any
other authority which replaces all or any of its functions) and any such determination shall,
in the absence of manifest error, be conclusive and binding on the Borrowers.





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SCHEDULE 5 — FORM OF RENEWAL NOTICE




Renewal Notice





			
	To:	 	Sims Metal Management Limited (Sims)




Attention: [insert relevant name]



Date:



We refer to the amended and restated Multicurrency Revolving Floating Rate Cash Advance Facility —
Facility Agreement dated 1 November 2000, as amended and restated from time to time and most
recently on [ ] June 2011, between each party listed in Schedule 1 of that agreement (as Borrowers)
and Westpac Banking Corporation (the Lender) (Facility Agreement).



Under clause 3.6 of the Facility Agreement we give you notice that the Lender has agreed to extend
the Final Termination Date by 12 months, from [insert date] (Existing Final Termination Date) to
[insert date] (New Final Termination Date), subject to the following conditions:





	(a)	 	the Borrowers:






	 	(i)	 	indicating their acknowledgement and agreement to the extension
of the Final Termination Date by 12 months; and






	 	(ii)	 	undertaking that the representations and warranties in clause 8
of the Facility Agreement are true as at the date of this notice and that no
Default subsists,






	 	 	 	by Sims, on behalf of itself and each other Borrower, signing and delivering this
notice to the Lender within 30 days of receiving it;






	(b)	 	[the Borrowers indicating their acknowledgement and agreement to the Key Terms Schedule being
amended and restated in the form set out in the Schedule to this notice, by Sims, on behalf of
itself and each other Borrower, initialling the attached schedule and delivering the
initialled schedule (attached to this notice) to the Lender within 30 days of receiving it];
and






	(c)	 	[insert additional conditions precedent as required].




Subject to the above conditions being satisfied, we agree that on and from the Existing Final
Termination Date:





	(a)	 	the definition of “Final Termination Date” under the Facility Agreement shall be amended to
be the New Final Termination Date specified in the Key Terms Schedule set out in the Schedule
to this notice[; and






	(b)	 	the Key Terms Schedule will be amended and restated in the form set out in the attached
Schedule].




A term defined in the Facility Agreement has the same meaning when used in this Renewal Notice.




[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT



21









 





Schedule — Amended and restated Key Terms Schedule



[to be inserted]



Lender



Signed for

Westpac Banking Corporation

by its attorney




	 	 	 	 	 

	sign here ►

	 	

	 	 
	

	 	
 

Attorney
	 	 
	 
	 	 	 	 
	print name

	 	

	 	 
	

	 	
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here ►

	 	

	 	 
	

	 	
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	

	 	 
	

	 	
 

	 	 






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WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT



22









 




Agreed and acknowledged by Sims for itself and on behalf of the other Borrowers:



Sims



Signed for

Sims Metal Management Limited




	 	 	 	 	 

	sign here ►

	 	

	 	 
	

	 	
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	

	 	 
	

	 	
 

	 	 
	 
	 	 	 	 
	sign here ►

	 	

	 	 
	

	 	
 

Director/Company Secretary
	 	 
	 
	 	 	 	 
	print name

	 	

	 	 
	

	 	
 

	 	 






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WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT




23











 





SCHEDULE 6 — ADDITIONAL BORROWER ACCESSION DEED




ADDITIONAL BORROWER ACCESSION DEED



Date:



This deed is made by:





Sims Metal Management Limited (ACN 114 838 630) of [insert address] (Sims)




[insert name] [insert ACN/ABN/ARBN] of [insert address] (Additional Borrower[s])




Westpac Banking Corporation (ABN 33 007 457 141) of Level 3, 275 Kent Street
Sydney NSW 2000 Australia (the Lender)



BACKGROUND





	1.	 	Under the amended and restated Multicurrency Revolving Floating Rate Cash Advance Facility
 — Facility Agreement dated 1 November 2000, as amended and restated from time to time and
most recently on [ ] [June 2011] (Facility Agreement) between each party listed in Schedule 1
of that agreement (as Borrowers) and the Lender, a person may become a Borrower by execution
of this deed.
	 
	2	 	The Additional Borrower[s] wish[es] to become a Borrower on the terms and conditions set out
in this deed.




This deed witnesses as follows:




1 INTERPRETATION





	 	(a)	 	Words and phrases defined in the Facility Agreement (including by incorporation)
have the same meaning when used in this deed.
	 
	 	(b)	 	In this deed:
	 
	 	 	 	Existing Borrower means each person which is a Borrower under the Facility Agreement
at the time of execution of this deed.





2 REPRESENTATIONS AND WARRANTIES





The Additional Borrower[s] represent[s] and warrant[s] to, and for the benefit of the
Lender, as set out in clause 8.1 of the Facility Agreement, on the basis that:




	 	(a)	 	each reference to a Borrower in clause 8.1 of the Facility Agreement includes a
reference to the Additional Borrower[s];
	 
	 	(b)	 	each reference to a Transaction Document includes this deed and each other
Transaction Document to which the Additional Borrower[s] is a party; and





[*] Confidential Treatment Requested




WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT



24









 






	 	(c)	 	clauses 8.2, 8.3 and 8.4 of the Facility Agreement apply to this clause
2 as if set out in full.





3 STATUS OF ADDITIONAL BORROWER[S]





	 	 	[Each/The] Additional Borrower agrees that it irrevocably becomes an ‘Additional
Borrower’ as defined in, and for all purposes under, the Facility Agreement as if named in
and as a party to the Facility Agreement, and accordingly is bound by the Facility Agreement
as an Additional Borrower.





4 RECEIPT OF DOCUMENTS





	 	 	[Each/The] Additional Borrower acknowledges having received and reviewed to its
satisfaction a copy of each Transaction Document and each other document requested by it
before signing this deed.





5 CONFIRMATION BY EXISTING TRANSACTION PARTIES





Sims (for itself and as attorney for each other Transaction Party) confirms that
nothing in this deed:




	 	(a)	 	affects the validity or enforceability of the Transaction Documents;
	 
	 	(b)	 	prejudices or adversely affects any right, power, authority, discretion or
remedy arising under the Transaction Documents; or
	 
	 	(c)	 	discharges, releases or otherwise affects any liability or obligation arising
under the Transaction Documents.





6 GOVERNING LAW





This deed is governed by the laws of New South Wales.



7 BENEFIT OF DEED





This deed is given in favour of and for the benefit of:




	 	(a)	 	the Lender; and
	 
	 	(b)	 	each Borrower,






under the Facility Agreement and their respective successors and permitted assigns



8 ADDRESS FOR NOTICES





The details for [each/the] Additional Borrower for service of notices are:




Address:       [               ].




Attention:     [               ].




Facsimile:     [              ].



[*] Confidential Treatment Requested




WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT



25









 





9 ATTORNEYS



Each of the attorneys executing this deed states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.




Executed as a deed



[insert execution clause for Additional Borrower(s)]




Signed sealed and delivered by

Sims Metal Management Limited for
itself

 and as attorney for each
other Transaction

 Party pursuant to
clause 15.2 of the

Common Terms Deed

in accordance with section 127(1) of

the Corporations Act 2001 (Cth)

by a director and secretary/director:




	 	 	 	 	 

	 
	 
	 

	 	 	 	 
	Signature of director

	 	 	 	Signature of director/secretary
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Name of director (please print)

	 	 	 	Name of director/secretary (please print)






Signed sealed and delivered

for and on behalf of

Westpac Banking Corporation

by a duly appointed attorney

in the presence of:




	 	 	 	 	 

	 
	 
	 

	 	 	 	 
	Signature of witness

	 	 	 	Signature of attorney (I have no notice of
revocation of the power of attorney under
which I sign this document)
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Name of witness
(please print)

	 	 	 	Name of attorney (please print)






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WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT



26









 








 





Signing pages




Executed as a deed.




The Lender




	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Westpac Banking Corporation	 	 
	 

	 	by its attorney	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jeroen Nanninga
 

Attorney
	 	 
	 
	 	 	 	 
	print name

	 	Jeroen Nanninga
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Tim Sheather
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Tim Sheather
 

	 	 











[*] Confidential Treatment Requested



WESTPAC
AMENDED AND RESTATED FACILITY
AGREEMENT           32









 









 








Borrowers




	 	 	 	 	 

	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Metal Management Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Frank Moratii
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Frank Moratti
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Daniel W. Dienst
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Daniel W. Dienst
 

	 	 










[*] Confidential Treatment Requested



WESTPAC
AMENDED AND RESTATED FACILITY
AGREEMENT           33





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Group Australia Holdings Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Frank Moratti
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Frank Moratii
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Rodney Shields
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Rodney Shields
 

	 	 










[*] Confidential Treatment Requested



WESTPAC
AMENDED AND RESTATED FACILITY
AGREEMENT          34





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Group UK Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ M. Coombs
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Martin Coombs
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ G. Davy
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Graham Davy
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          35





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Group UK Holdings Limited	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ M. Coombs
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Martin Coombs
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ G. Davy
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Graham Davy
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          36





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered by	 	 
	 

	 	Mirec B.V.	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ M. Coombs
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Martin Coombs
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ G. Davy
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Graham Davy
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ J. Godfrey
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jon Godfrey
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          37





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered by	 	 
	 

	 	Sims Recycling Solutions AB	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ M. Coombs
 

Company Secretary/Director
	 	 
	 
	 	 	 	 
	print name

	 	Martin Coombs
 

	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ G. Davy
 

Director
	 	 
	 
	 	 	 	 
	print name

	 	Graham Davy
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ J. Godfrey
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jon Godfrey
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          38





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Group USA Corporation	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          39





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Group Global Trade Corporation	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          40




 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	North Carolina Resource Conservation, LLC	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/sr Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          41




 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Group USA Holdings Corporation	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          42





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Schiabo Larovo Corporation	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 











[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          43





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Simsmetal East LLC	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 











[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          44




 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Simsmetal West LLC	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Myles Partridge
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Myles Partridge
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Brian S. Brandt
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Brian S. Brandt
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          45





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 












[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          46





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Alabama, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 











[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          47





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Arizona, L.L.C.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ L. Steven Shinn
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	L. Steven Shinn
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Evelyn Panlaqui
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Evelyn Panlaqui
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          48




 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	SMM New England Corporation (formerly known as Metal
Management Connecticut, Inc.)	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          49





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Memphis, L.L.C.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 











[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          50





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Midwest, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 











[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          51





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Mississippi, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          52





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Northeast, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          53





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management Ohio, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          54





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Management West, Inc.	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          55





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Proler Southwest LP	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          56





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Metal Dynamics Detroit LLC	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Robert C. Larry
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Robert C. Larry
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jocelyn Francis
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jocelyn Francis
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          57





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Recycling Solutions Holdings Inc. (formerly Sims
Recycling Solutions, Inc.)	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Darrell Stoecklin
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the
signatory has received no notice of revocation of the
authority under which the signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Darrell Stoecklin
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jeanne Grimmer
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jeanne Grimmer
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          58





 









 








	 	 	 	 	 

	 

	 	Signed sealed and delivered for	 	 
	 

	 	Sims Recycling Solutions, Inc. (formerly United Refining & Smelting Co)	 	 
	 

	 	by its officer	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Darrell Stoecklin
 

Officer
	 	 
	 
	 	 	 	 
	 

	 	By executing this deed the signatory states that the signatory has
received no notice of revocation of the authority under which the
signatory signs this deed	 	 
	 
	 	 	 	 
	print name

	 	Darrell Stoecklin
 

	 	 
	 
	 	 	 	 
	 

	 	in the presence of	 	 
	 
	 	 	 	 
	sign here  ►

	 	/s/ Jeanne Grimmer
 

Witness
	 	 
	 
	 	 	 	 
	print name

	 	Jeanne Grimmer
 

	 	 










[*] Confidential Treatment Requested



WESTPAC AMENDED AND RESTATED FACILITY AGREEMENT          59