exv4w12






Exhibit 4.12



Amendment and Restatement Deed



 




Each company listed in Schedule 1



Each company listed in Schedule 2



Each financial institution listed in Schedule 3



Sims Group Global Trade Corporation









Level 36, Grosvenor Place

225 George Street

Sydney NSW 2000

Australia

T 61 2 9258 6000

F 61 2 9258 6999




Reference

PAJ JWPM PRA 02 2018 0405




©Blake Dawson 2010









 









 












Contents




	 	 	 	 	 

	1. INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	1.2 Terms defined in the Facility Agreement
	 	 	1	 
	1.3 Rules for interpreting this document
	 	 	2	 
	1.4 Transaction Document
	 	 	2	 
	 
	 	 	 	 
	2. CONSIDERATION
	 	 	2	 
	 
	 	 	 	 
	3. AMENDMENTS
	 	 	2	 
	 
	 	 	 	 
	3.1 Amendment to Facility Agreement
	 	 	2	 
	3.2 Effect of amendment
	 	 	2	 
	3.3 Confirmation by the New Borrower
	 	 	2	 
	 
	 	 	 	 
	4. EFFECTIVE DATE
	 	 	3	 
	 
	 	 	 	 
	5. EXISTING GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT
	 	 	4	 
	 
	 	 	 	 
	6. REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	 
	 	 	 	 
	6.1 Representations and warranties
	 	 	4	 
	6.2 Reliance on representations and warranties
	 	 	4	 
	 
	 	 	 	 
	7. GENERAL
	 	 	4	 
	 
	 	 	 	 
	7.1 Governing law
	 	 	4	 
	7.2 Liability for expenses
	 	 	5	 
	7.3 Giving effect to this document
	 	 	5	 
	7.4 Waiver of rights
	 	 	5	 
	7.5 Operation of this document
	 	 	5	 
	7.6 Exclusion of contrary legislation
	 	 	6	 
	7.7 Amendment
	 	 	6	 
	7.8 Counterparts
	 	 	6	 
	7.9 Attorneys
	 	 	6	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	1 EXISTING BORROWERS
	 	 	7	 
	 
	 	 	 	 
	2 EXISTING GUARANTORS
	 	 	10	 
	 
	 	 	 	 
	3 EXISTING FINANCIERS
	 	 	18	 
	 
	 	 	 	 
	4 AMENDED AND RESTATED FORM OF FACILITY AGREEMENT
	 	 	19	 
	 
	 	 	 	 
	5 PRO-FORMA FEE LETTER
	 	 	20	 











Amendment and Restatement Deed     i









 











Amendment and Restatement Deed




DATE 7 October 2010




PARTIES





	 	 	Each company listed in Schedule 1 (each an Existing Borrower and together the Existing
Borrowers)






	 	 	Each company listed in Schedule 2 (each an Existing Guarantor and together the Existing
Guarantors)






	 	 	Each financial institution listed in Schedule 3 (each an Existing Financier and together
the Existing Financiers)






	 	 	Sims Group Global Trade Corporation (the New Borrower)





RECITALS





	A.	 	Under the Facility Agreement, the Existing Financiers have granted certain cash advance,
trade finance and hedging facilities to one or more Borrowers (as the case may be) and the
Existing Guarantors have jointly and severally guaranteed the punctual payment and
satisfaction of the Amount Owing by the Existing Borrowers to the Existing Financiers.
	 
	B.	 	At the request of Sims Metal Management Limited (ABN 69 114 838 630), the New Borrower has
agreed to accede to the Facility Agreement as a Borrower and a US Trade Borrower (in respect
of a new Trade Facility to be provided to it by HSBC (UK)).
	 
	C.	 	Accordingly, the parties wish to amend and restate the Facility Agreement in the manner set
out in this document.





OPERATIVE PROVISIONS





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	The following definitions apply in this document.
	 
	 	 	Companies means the New Borrower, the Existing Borrowers and the Existing Guarantors and
Company means any of them, as the context may require.
	 
	 	 	Effective Date has the meaning set out in clause 4.
	 
	 	 	Facility Agreement means the “Multi Option Facility Agreement” of that title dated 3
December 2003 between, amongst others, the Existing Borrowers, the Existing Guarantors and
the Existing Financiers, as amended and restated on 6 December 2005, 26 June 2008, 2
November 2009 and 12 May 2010.
	 
	1.2	 	Terms defined in the Facility Agreement
	 
	 	 	A term (other than a term defined in clause 1.1) that is defined in the Facility Agreement
(as amended and restated by this document) has the same meaning in this document.





Amendment and Restatement Deed     1









 









	1.3	 	Rules for interpreting this document
	 
	 	 	Clauses 1.2 to 1.4 (inclusive) of the Facility Agreement apply to this document as if they
were set out in full in this document, except that any reference to “this Agreement”, “the
Transaction Documents” or “a Transaction Document” is replaced by a reference to “this
document”.
	 
	1.4	 	Transaction Document
	 
	 	 	This document is a “Transaction Document” for the purposes of the Facility Agreement.
	 
	2.	 	CONSIDERATION
	 
	 	 	Each party acknowledges that it has received valuable consideration for entering into this
document.
	 
	3.	 	AMENDMENTS
	 
	3.1	 	Amendment to Facility Agreement






	 	(a)	 	The Facility Agreement is amended and restated with effect on and from the
Effective Date to read as set out in Schedule 4.
	 
	 	(b)	 	Paragraph (a) does not affect any right or obligation of any party that
arises before the Effective Date.






	3.2	 	Effect of amendment






	 	(a)	 	Except as expressly amended by this document, the Facility Agreement is
confirmed and remains in full force and effect.
	 
	 	(b)	 	With effect on and from the Effective Date:






	 	(i)	 	the Facility Agreement and this document will be read and
construed as one document; and
	 
	 	(ii)	 	references in the Facility Agreement to this Agreement will
be read and construed as references to the Facility Agreement as amended by
this document.






	3.3	 	Confirmation by the New Borrower
	 
	 	 	The New Borrower confirms that:






	 	(a)	 	it has received a copy of the Transaction Documents, together with all other
documents and information which it requires in connection with the transactions
contemplated by the Transaction Documents; and
	 
	 	(b)	 	it has not relied and will not rely on any other party to the Facility
Agreement to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy or completeness of any of those documents or that information
described in paragraph (a).




Amendment and Restatement Deed     2









 















	4.	 	EFFECTIVE DATE
	 
	 	 	The Effective Date is the date on which HSBC (Australia) has received the following
documents and information, in form and substance satisfactory to it:






	 	(a)	 	in respect of the New Borrower only, a condition precedent certificate
substantially in the form of Annexure E of the Facility Agreement attaching:






	 	(i)	 	a copy of the constitutional documents of the New Borrower;
	 
	 	(ii)	 	a copy of a resolution of the board or, if applicable, a
committee of the board of directors or, if applicable, a resolution of the
shareholders of the New Borrower:






	 	(A)	 	approving the terms of, and the transactions
contemplated by, this document and resolving that it execute, deliver
and perform this document;
	 
	 	(B)	 	authorising a specified person or persons to
execute this document on its behalf;
	 
	 	(C)	 	appointing Authorised Officers for the
purposes of the Transaction Documents; and
	 
	 	(D)	 	acknowledging that each Transaction Document
to which it is a party will benefit the New Borrower; and






	 	(iii)	 	copies of the true and usual signatures of the Authorised
Officers of the New Borrower authorised to:






	 	(A)	 	sign this document and each other relevant
Transaction Document; and
	 
	 	(B)	 	give notices and other communications under
or in connection with this document and those Transaction Documents;






	 	(b)	 	in respect of each Company other than the New Borrower, a copy of a
resolution of the board or, if applicable, a committee of the board of directors or,
if applicable, a resolution of the shareholders of that Company:






	 	(i)	 	approving the terms of, and the transactions contemplated by,
this document and resolving that it execute, deliver and perform this
document; and
	 
	 	(ii)	 	authorising a specified person or persons to execute this
document on its behalf;






	 	(c)	 	four original counterparts of this document duly executed by each Existing
Borrower, each Existing Guarantor and the New Borrower;
	 
	 	(d)	 	an original counterpart of a fee letter in substantially the form of the fee
letter set out in Schedule 5, duly executed by the Parent; and
	 
	 	(e)	 	the following legal opinions, each addressed to, and in form and substance
satisfactory to, the Financiers and capable of being relied upon by any person who
becomes a Financier pursuant to the Facility Agreement:




Amendment and Restatement Deed     3









 















	 	(i)	 	a legal opinion from Baker and McKenzie LLP, legal advisers
to the Companies as to United States law, as to, amongst other matters, the
due execution of this document by the New Borrower; and
	 
	 	(ii)	 	a legal opinion from Blake Dawson, legal advisers to the
Financiers as to New South Wales law, as to the enforceability of this
document.






	5.	 	EXISTING GUARANTORS’ ACKNOWLEDGMENT AND AGREEMENT
	 
	 	 	Each Existing Guarantor unconditionally and irrevocably:






	 	(a)	 	consents and agrees to the amendments to the Facility Agreement contemplated
by this document, and to the other Existing Guarantors and the New Borrower entering
into this document;
	 
	 	(b)	 	ratifies and confirms its execution of each Transaction Document to which it
is a party; and
	 
	 	(c)	 	acknowledges and agrees that:






	 	(i)	 	its obligations under each Transaction Document to which it
is a party are not discharged, released or terminated in any way by the
parties to this document entering into this document or by the Facility
Agreement being amended and restated in the manner contemplated by this
document; and
	 
	 	(ii)	 	each Transaction Document to which it is a party remains in
full force and effect and continues to be binding notwithstanding the parties
to this document entering into this deed or the Facility Agreement being
amended and restated in the manner contemplated by this document.






	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and warranties
	 
	 	 	Each Obligor:






	 	(a)	 	repeats or, in the case of the New Borrower, makes, the representations and
warranties given by it in clause 11.1 of the Facility Agreement on the date of this
document with references to the facts and circumstances then subsisting; and
	 
	 	(b)	 	represents and warrants that no Event of Default has occurred and that no
event has occurred which, with the giving of notice, the passage of time, any
determination of materiality or the fulfilment of any other condition, would be likely
to become and Event of Default, and, in each case, which is subsisting.






	6.2	 	Reliance on representations and warranties
	 
	 	 	Each party acknowledges that the Financiers have executed this document and agreed to take
part in the transactions that it contemplates in reliance on the representations and
warranties that are made or repeated in this clause 6.
	 
	7.	 	GENERAL
	 
	7.1	 	Governing law






	 	(a)	 	This document is governed by the laws of the State of New South Wales.




Amendment and Restatement Deed     4









 









	 	(b)	 	Each Company submits to the non–exclusive jurisdiction of the courts of the
State of New South Wales, and of any court that may hear appeals from any of those
courts, for any proceedings in connection with this document.
	 
	 	(c)	 	Each Company irrevocably waives:






	 	(i)	 	any objection to the venue of any proceedings on the ground
that they have been brought in an inconvenient forum; and
	 
	 	(ii)	 	any immunity from set off, suits, proceedings and execution
to which it or any of its property may now or in the future be entitled under
any applicable law.






	 	(d)	 	Each Company agrees that a document required to be served in proceedings in
connection with this document may be served:






	 	(i)	 	by being delivered to or left at its address for service of
notices under the Facility Agreement; or
	 
	 	(ii)	 	in any other way permitted by law.






	7.2	 	Liability for expenses
	 
	 	 	The Companies must pay to or reimburse each Financier on demand for all reasonable costs
and expenses (including external legal costs) incurred or payable by the Financier for the
negotiation, preparation, execution, completion, stamping and registration of this document
and any document required under this document.
	 
	7.3	 	Giving effect to this document
	 
	 	 	Each party must do anything (including execute any document), and must ensure that its
employees and agents do anything (including execute any document), that the other party may
reasonably require to give full effect to this document.
	 
	7.4	 	Waiver of rights
	 
	 	 	A right may only be waived in writing, signed by the party giving the waiver, and:






	 	(a)	 	no other conduct of a party (including a failure to exercise, or delay in
exercising, the right) operates as a waiver of the right or otherwise prevents the
exercise of the right;
	 
	 	(b)	 	a waiver of a right on one or more occasions does not operate as a waiver of
that right or as an estoppel precluding enforcement of that right if it arises again;
and
	 
	 	(c)	 	the exercise of a right does not prevent any further exercise of that right
or of any other right.






	7.5	 	Operation of this document






	 	(a)	 	Any right that a person may have under this document is in addition to, and
does not replace or limit, any other right that the person may have.
	 
	 	(b)	 	Any provision of this document which is unenforceable or partly unenforceable
is, where possible, to be severed to the extent necessary to make this document
enforceable, unless this would materially change the intended effect of this document.




Amendment and Restatement Deed     5









 















	7.6	 	Exclusion of contrary legislation
	 
	 	 	Any legislation that adversely affects an obligation of a party, or the exercise by a party
of a right or remedy, under or relating to this document is excluded to the full extent
permitted by law.
	 
	7.7	 	Amendment
	 
	 	 	This document can only be amended or replaced by another document signed by the parties.
	 
	7.8	 	Counterparts
	 
	 	 	This document may be executed in counterparts.
	 
	7.9	 	Attorneys
	 
	 	 	Each person who executes this document on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or
her authority to do so under that power of attorney.





Amendment and Restatement Deed     6









 








Schedule 1




EXISTING BORROWERS




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Australian Borrowers
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Group
Australia Holdings
Limited

	 	ABN 37 008 634 526 
	 	‘Sir Joseph Banks
Corporate Park’ Suite
3 Level 2
32 Lord Street
Botany NSW 2019
	 	ACT, Australia
	 
	 	 	 	 	 	 
	Sims Metal
Management Limited

	 	ABN 69 114 838 630 
	 	‘Sir Joseph Banks
Corporate Park’ Suite
3 Level 2
	 	VIC, Australia
	 

	 	 	 	32 Lord Street	 	 
	 

	 	 	 	Botany NSW 2019	 	 
	 
	 	 	 	 	 	 
	UK Borrowers
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Group UK
Holdings Limited

	 	2904307 
	 	Long Marston

Stratford-Upon-Avon

Warwickshire CV37 8AQ
	 	United Kingdom
	 
	 	 	 	 	 	 
	Sims Group UK
Limited

	 	3242331 
	 	Long Marston

Stratford-Upon-Avon

Warwickshire CV37 8AQ
	 	United Kingdom
	 
	 	 	 	 	 	 
	Mirec BV

	 	N/A
	 	Hastelweg 251, 5652CV,

Eindhoven, The

Netherlands
	 	The Netherlands
	 
	 	 	 	 	 	 
	US Borrowers
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Group USA
Corporation

	 	N/A
	 	c/o Corporation Service

Company
	 	Delaware, USA
	 

	 	 	 	2711 Centerville Road	 	 
	 

	 	 	 	Suite 400, Wilmington,	 	 
	 

	 	 	 	Delaware 19808	 	 
	 
	 	 	 	 	 	 
	Metal Dynamics 

Detroit LLC

	 	N/A
	 	c/o Corporation Service

Company
	 	Delaware, USA
	 

	 	 	 	2711 Centerville Road	 	 
	 

	 	 	 	Suite 400, Wilmington,	 	 
	 

	 	 	 	Delaware 19808	 	 






Amendment and Restatement Deed     7









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Metal Management
Alabama, Inc.

	 	N/A
	 	c/o Corporation Service

Company
	 	Delaware, USA
	 

	 	 	 	2711 Centerville Road	 	 
	 

	 	 	 	Suite 400, Wilmington,	 	 
	 

	 	 	 	Delaware 19808	 	 
	 
	 	 	 	 	 	 
	Metal Management
Arizona, L.L.C.

	 	N/A
	 	c/o CT Corporation

System
	 	Arizona, USA
	 

	 	 	 	2394 East Camelback Road	 	 
	 

	 	 	 	Phoenix, AZ 85016	 	 
	 
	 	 	 	 	 	 
	Metal Management
Connecticut, Inc.

	 	N/A
	 	c/o Corporation Service

Company
	 	Delaware, USA
	 

	 	 	 	2711 Centerville Road	 	 
	 

	 	 	 	Suite 400, Wilmington,	 	 
	 

	 	 	 	Delaware 19808	 	 
	 
	 	 	 	 	 	 
	Metal Management
Memphis, L.L.C.

	 	N/A
	 	c/o Corporation Service

Company
	 	Tennessee, USA
	 

	 	 	 	2908 Poston Avenue	 	 
	 

	 	 	 	Nashville, TN 37203	 	 
	 
	 	 	 	 	 	 
	Metal Management
Midwest, Inc.

	 	N/A
	 	c/o Illinois

Corporation Service

Company
	 	Illinois, USA
	 

	 	 	 	801 Adlai Stevenson

Drive	 	 
	 

	 	 	 	Springfield, IL 62703	 	 
	 
	 	 	 	 	 	 
	Metal Management
Mississippi, Inc.

	 	N/A
	 	c/o Corporation Service

Company
	 	Delaware, USA
	 

	 	 	 	2711 Centerville Road	 	 
	 

	 	 	 	Suite 400, Wilmington,	 	 
	 

	 	 	 	Delaware 19808	 	 
	 
	 	 	 	 	 	 
	Metal Management
Northeast, Inc.

	 	N/A
	 	c/o Corporation Service

Company
	 	New Jersey, USA
	 

	 	 	 	830 Bear Tavern Road	 	 
	 

	 	 	 	West Trenton, NJ 08628	 	 
	 
	 	 	 	 	 	 
	Metal Management
Ohio, Inc.

	 	N/A
	 	c/o CSC-Lawyers

Incorporating Service

(Corporation Service

Company)
	 	Ohio, USA
	 

	 	 	 	50 W. Broad St
Suite 1800	 	 
	 

	 	 	 	Columbus, OH 43215	 	 






Amendment and Restatement Deed     8









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Metal Management
West, Inc.

	 	N/A
	 	c/o Corporation Service

Company
	 	Colorado, USA
	 

	 	 	 	1560 Broadway, Suite	 	 
	 

	 	 	 	2090, Denver, CO 80202	 	 
	 
	 	 	 	 	 	 
	Metal Management,
Inc.

	 	N/A
	 	c/o Corporation Service

Company
	 	Delaware, USA
	 

	 	 	 	2711 Centerville Road	 	 
	 

	 	 	 	Suite 400, Wilmington,	 	 
	 

	 	 	 	Delaware 19808	 	 
	 
	 	 	 	 	 	 
	Proler Southwest LP

	 	N/A
	 	c/o Corporation Service

Company d/b/a

CSC-Lawyers

Incorporating Service

Company
	 	Texas, USA
	 

	 	 	 	211 E. 7th Street	 	 
	 

	 	 	 	Suite 620	 	 
	 

	 	 	 	Austin, TX 78701	 	 
	 
	 	 	 	 	 	 
	HK Trade Borrower
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Metal Management Asia

	 	30512 
	 	5407-8, 54th Floor,
	 	Hong Kong
	Limited (formerly known as

	 	 	 	Hopewell Centre, 183	 	 
	Sims Asia Holdings Limited)

	 	 	 	Queen’s Road East,	 	 
	 

	 	 	 	Wanchai, Hong Kong	 	 
	 
	 	 	 	 	 	 
	German Borrowers
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Group German Holdings GmbH

	 	N/A
	 	Rathenaustrasse 10,

59191 Bergkamen,

Germany
	 	Germany
	 
	 	 	 	 	 	 
	Sims M+R GmbH

	 	N/A
	 	Rathenaustrasse 10,

59191 Bergkamen,

Germany
	 	Germany






Amendment and Restatement Deed     9









 









Schedule 2




EXISTING GUARANTORS




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Australia
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Energy Pty Limited

	 	ABN 42 009 667 752
	 	‘Sir Joseph Banks
	 	QLD, Australia
	 

	 	 	 	Corporate Park’
Suite 3 Level 2	 	 
	 

	 	 	 	32 Lord Street	 	 
	 

	 	 	 	Botany NSW 2019	 	 
	 
	 	 	 	 	 	 
	Sims Group Australia 

Holdings Limited

	 	ABN 37 008 634 526
	 	‘Sir Joseph Banks
Corporate Park’
	 	ACT, Australia
	 

	 	 	 	Suite 3 Level 2
32 Lord Street	 	 
	 

	 	 	 	Botany NSW 2019	 	 
	 
	 	 	 	 	 	 
	Sims Metal Management
Limited

	 	ABN 69 114 838 630
	 	‘Sir Joseph Banks
Corporate Park’
Suite 3 Level 2
32 Lord Street
	 	NSW, Australia
	 

	 	 	 	Botany NSW 2019	 	 
	 
	 	 	 	 	 	 
	Sims Industrial Pty Limited

	 	ABN 95 000 090 479
	 	‘Sir Joseph Banks
	 	NSW, Australia
	 

	 	 	 	Corporate Park’
Suite 3 Level 2	 	 
	 

	 	 	 	32 Lord Street	 	 
	 

	 	 	 	Botany NSW 2019	 	 
	 
	 	 	 	 	 	 
	Sims Manufacturing Pty
Limited

	 	ABN 13 004 332 870
	 	‘Sir Joseph Banks
Corporate Park’
	 	NSW, Australia
	 

	 	 	 	Suite 3 Level 2
32 Lord Street	 	 
	 

	 	 	 	Botany NSW 2019	 	 
	 
	 	 	 	 	 	 
	Simsmetal Holdings Pty. Ltd.

	 	ABN 97 000 021 563
	 	‘Sir Joseph Banks
	 	NSW, Australia
	 

	 	 	 	Corporate Park’
Suite 3 Level 2	 	 
	 

	 	 	 	32 Lord Street	 	 
	 

	 	 	 	Botany NSW 2019	 	 
	 
	 	 	 	 	 	 
	Simsmetal Services Pty.
Limited

	 	ABN 76 000 166 987
	 	‘Sir Joseph Banks
Corporate Park’
	 	NSW, Australia
	 

	 	 	 	Suite 3 Level 2
32 Lord Street	 	 
	 

	 	 	 	Botany NSW 2019	 	 






Amendment and Restatement Deed     10









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	United Kingdom
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Group UK Holdings 

Limited

	 	2904307 
	 	Long Marston

Stratford-on-Avon

Warwickshire CV37 8AQ
	 	United Kingdom
	 
	 	 	 	 	 	 
	Sims Group UK Limited

	 	3242331 
	 	Long Marston

Stratford-on-Avon

Warwickshire CV37 8AQ
	 	United Kingdom
	 
	 	 	 	 	 	 
	The Netherlands
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Mirec BV

	 	N/A
	 	Hastelweg 251,

5652CV, Eindhoven,

The Netherlands
	 	The Netherlands
	 
	 	 	 	 	 	 
	New Zealand
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Simsmetal Industries Limited

	 	3597 
	 	James Fletcher Drive

Otahuhu, Auckland,

New Zealand
	 	New Zealand
	 
	 	 	 	 	 	 
	Sweden
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Recycling Solutions AB

	 	N/A
	 	Karosserigatan 6 641

51 Katrineholm

Sweden
	 	Sweden
	 
	 	 	 	 	 	 
	Germany
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Group German Holdings
GmbH

	 	N/A
	 	Rathenaustrasse 10,

59191 Bergkamen,

Germany
	 	Germany
	 
	 	 	 	 	 	 
	Sims M+R GmbH

	 	N/A
	 	Rathenaustrasse 10,

59191 Bergkamen,

Germany
	 	Germany
	 
	 	 	 	 	 	 
	Hong Kong
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Metal Management Asia 

Limited (formerly known as 

Sims Asia Holdings Limited)

	 	30512 
	 	5407-8, 54th Floor,

Hopewell Centre, 183

Queen’s Road East,

Wanchai, Hong Kong
	 	Hong Kong
	 
	 	 	 	 	 	 
	Canada
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Group Recycling
Solutions Canada Ltd.

	 	N/A
	 	1200-999 West

Hastings Street,

Vancouver, British

Columbia V6C 2W2,

Canada
	 	Canada






Amendment and Restatement Deed     11









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Sims Group Canada Holdings
Limited

	 	N/A
	 	Suite 2300, 550

Burrard Street, Box

30, Vancouver,

British Columbia V6C

2B5, Canada
	 	Canada
	 
	 	 	 	 	 	 
	United States of America
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sims Group USA Corporation

	 	N/A
	 	c/o Corporation

Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	CIM Trucking, Inc.

	 	N/A
	 	c/o Illinois

Corporation Service

Company

801 Adlai Stevenson

Drive

Springfield, IL 62703
	 	Illinois, USA
	 
	 	 	 	 	 	 
	HNE Recycling LLC

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware

19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	HNW Recycling LLC

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware

19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Metal Dynamics Detroit LLC

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	TH Properties LLC (formerly 

known as Metal Dynamics 

Indianapolis LLC)

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA






Amendment and Restatement Deed     12









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Metal Dynamics LLC

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Metal Management Alabama,
Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Metal Management Arizona,
L.L.C.

	 	N/A
	 	c/o CT Corporation
System

2394 East Camelback

Road

Phoenix, AZ 85016
	 	Arizona, USA
	 
	 	 	 	 	 	 
	Metal Management
Connecticut, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Metal Management Indiana,
Inc.

	 	N/A
	 	c/o Prentice Hall

Corporation

33 North LaSalle

Street

Chicago, IL 60602
	 	Illinois, USA
	 
	 	 	 	 	 	 
	Metal Management Memphis,
L.L.C.

	 	N/A
	 	c/o Corporation

Service Company

2908 Poston Avenue

Nashville, TN 37203
	 	Tennessee, USA
	 
	 	 	 	 	 	 
	Metal Management Midwest,
Inc.

	 	N/A
	 	c/o Illinois

Corporation Service

Company

801 Adlai Stevenson

Drive

Springfield, IL 62703
	 	Illinois, USA
	 
	 	 	 	 	 	 
	Metal Management
Mississippi, Inc.

	 	N/A 
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA






Amendment and Restatement Deed     13









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Metal Management New Haven,
Inc.

	 	N/A 
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Metal Management Northeast,
Inc.

	 	N/A
	 	c/o Corporation

Service Company

830 Bear Tavern Road

West Trenton, NJ

08628
	 	New Jersey, USA
	 
	 	 	 	 	 	 
	Metal Management Ohio, Inc.

	 	N/A
	 	CSC-Lawyers
Incorporating
Service (Corporation
Service Company)

50 W. Broad St

Suite 1800

Columbus, OH 43215
	 	Ohio, USA
	 
	 	 	 	 	 	 
	Metal Management
Pittsburgh, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Metal Management Proler
Southwest, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	SMM – North America 

Trade
Corporation

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	Metal Management West Coast
Holdings, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA






Amendment and Restatement Deed     14









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Metal Management West, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Colorado, USA
	 
	 	 	 	 	 	 
	Metal Management, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	MM Metal Dynamics Holdings,
Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Naporano Iron & Metal, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	New York Recycling
Ventures, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	North Carolina Resource 

Conservation, LLC

	 	N/A
	 	c/o Corporation

Service Company

327 Hillsborough

Street

Raleigh, NC 27603
	 	North Carolina, USA
	 
	 	 	 	 	 	 
	Proler Southwest GP, Inc.

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA






Amendment and Restatement Deed     15









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Proler Southwest LP

	 	N/A
	 	c/o Corporation
Service Company

d/b/a CSC-Lawyers
Incorporating
Service Company

211 E. 7th Street

Suite 620

Austin, TX 78701
	 	Texas, USA
	 
	 	 	 	 	 	 
	Reserve Iron & Metal 

Limited Partnership

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Schiabo Larovo Corporation

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	SHN Co., LLC

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Sims Group Global Trade 

Corporation

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Sims Group USA Holdings 

Corporation

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA






Amendment and Restatement Deed     16









 









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Place of
	Company Name	 	Registered Number	 	Registered Office	 	Incorporation
	Sims Municipal Recycling of
New York LLC

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Sims Recycling Solutions
Holdings Inc.

	 	N/A
	 	c/o Illinois

Corporation Service

Company

801 Adlai Stevenson

Drive

Springfield, IL 62703
	 	Illinois, USA
	 
	 	 	 	 	 	 
	Simsmetal East LLC

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Simsmetal West LLC

	 	N/A
	 	c/o Corporation
Service Company

2711 Centerville Road
Suite 400,

Wilmington, Delaware
19808
	 	Delaware, USA
	 
	 	 	 	 	 	 
	Sims Recycling Solutions,
Inc.

	 	N/A
	 	c/o Illinois

Corporation Service

Company

801 Adlai Stevenson

Drive

Springfield, IL 62703
	 	Illinois, USA






Amendment and Restatement Deed     17









 










Schedule 3




EXISTING FINANCIERS




	 	 	 	 	 
	Financier Name	 	Registered Number	 	Lending Office
	In relation to the Australian Borrowers, UK Borrowers, US Borrowers and German Borrowers
	 
	 	 	 	 
	HSBC Bank Australia Limited
	 	ABN 48 006 434 162	 	Level 31, 580 George Street
	 
	 	 	 	Sydney  NSW 2000
		 		 	Australia
	 
	 	 	 	 
	HSBC Bank plc
	 	14259	 	8 Canada Square, London, E14
		 		 	5HQ
	 
	 	 	 	 
	HSBC Bank USA, National Association
	 	 	 	452 Fifth Avenue, New York,
	 
	 	 	 	New York 10018
		 	 	 	USA
	 
	 	 	 	 
	In relation to the HK Trade Borrower
	 	 	 	 
	 
	 	 	 	 
	The Hongkong and Shanghai Banking
	 	ABN 65 117 925 970	 	Level 10, 1 Queens Road,
	Corporation Limited
	 		 	Central Hong Kong
	 
	 	 	 	 
	In relation to the US Trade Borrower
	 	 	 	 
	 
	 	 	 	 
	HSBC Bank plc
	 	14259	 	City Corporate Banking
	 
	 	 	 	Centre, 60 Queen Victoria
		 		 	Street, London, EC4N 4TR











Amendment and Restatement Deed     18









 











Schedule 4




AMENDED AND RESTATED FORM OF FACILITY AGREEMENT









Amendment and Restatement Deed     19









 











Schedule 5




PRO-FORMA FEE LETTER




	 	 	 

	To:

	 	Sims Metal Management Limited ACN 114 838 630
	 

	 	[insert address]
	 
	 	 
	Attention:

	 	[insert name]
	 
	 	 
	With a copy to:

	 	[insert address of the relevant Borrowers]
	 
	 	 
	Date:

	 	[insert date]





Dear Sirs




AMENDED AND RESTATED MULTI OPTION FACILITY AGREEMENT – FEE LETTER



We refer to the document entitled “Multi Option Facility Agreement” dated 3 December 2003 between,
amongst others, Sims Metal Management Limited ACN 114 838 630 (formerly Sims Group Limited) (Sims)
and HSBC Bank Australia Limited ABN 48 006 434 162, as amended from time to time (Facility
Agreement).




Definitions and Interpretation





	1.1	 	A term defined in clause 1.1 of the Facility Agreement has the same meaning when used in this
fee letter unless stated otherwise in this fee letter.
	 
	1.2	 	Clause 1.2 of the Facility Agreement is incorporated into this fee letter as if set out in
this fee letter in full and as if all references in that provision to “this Agreement” were to
this fee letter.
	 
	1.3	 	The provisions of the Facility Agreement will apply to this fee letter.
	 
	1.4	 	This fee letter is a Transaction Document.
	 
	1.5	 	This fee letter is entered into in connection with the [Cash Advance Facility][Trade
Facilities][Bank Guarantee and Standby Letter of Credit Facility]*.
	 
	2.	 	[Margin under [Cash Advance Facility][Trade Facilities]*] *
	 
	 	 	[Include details of any changes to the Margin payable in connection with the Facility
Agreement]
	 
	3.	 	[Fees]
	 
	 	 	[Include details of any changes to the fees payable in connection with the Facility
Agreement]
	 
	4.	 	Change in the Margin and/or Fees
	 
	 	 	The Margin or fees set out above will, if the Parent returns a signed copy of this fee
letter to the Financiers, apply with effect from the date of this fee letter unless
otherwise specified above.







 




			
	*	 	delete as appropriate




Amendment and Restatement Deed     20









 














	5.	 	Confidentiality
	 
	 	 	This fee letter must not be disclosed by Sims to any entity or person except as may be
required by law or to Sims’ employees and legal and financial advisers who have a need to
know the information and who are made aware of and agree to be bound by the confidentiality
obligation under this paragraph.
	 
	6.	 	Counterparts
	 
	 	 	This fee letter may be signed in any number of counterparts, each of which shall be an
original and which shall be taken together to constitute one agreement.
	 
	7.	 	Governing Law




This fee letter shall be governed by, and construed in accordance with, the laws of New
South Wales.



Please confirm your agreement to the above by signing, dating and returning to us the enclosed copy
of this fee letter.



Yours faithfully



[insert execution clause for the Financiers (as applicable)]



To: [insert name of each Financier]



We hereby confirm and agree to the terms of this fee letter as set out above.




 

for and on behalf of Sims Metal Management Limited ACN 114 838 630



Name:



Capacity:



Date:









Amendment and Restatement Deed     21









 










EXECUTED as a deed.




	 	 	 	 	 	 	 

	Existing Financier
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED for
	 	 	 	 	 	 
	HSBC BANK AUSTRALIA LIMITED under
	 	 	 	 	 	 
	power of attorney in the presence of:
	 	 	 	 	 	 
	 

	 	 	 	 

Signature of attorney
	 	 
	 
	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 

Name
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Date of power of attorney
	 	 






Amendment and Restatement Deed     22









 








	 	 	 	 	 	 	 

	Existing Financier
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED for
	 	 	 	 	 	 
	HSBC BANK PLC under power of attorney

 in
the presence of:
	 	 	 	 	 	 
	 

	 	 	 	 

Signature of attorney
	 	 
	 
	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 

Name
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Date of power of attorney
	 	 






Amendment and Restatement Deed     23









 









	 	 	 	 	 	 	 

	Existing Financier
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED for
	 	 	 	 	 	 
	HSBC BANK USA, NATIONAL ASSOCIATION

in the presence of:
	 	 	 	 	 	 
	 

	 	 	 	 

Signature
	 	 
	 
	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 Name	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 Date	 	 






Amendment and Restatement Deed     24









 









	 	 	 	 	 	 	 

	Existing Financier
	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED for
THE HONGKONG
AND SHANGHAI BANKING CORPORATION
LIMITED under
power of attorney in the presence of:
	 	 	 	 	 	 
	 

	 	 	 	 

Signature of attorney
	 	 
	 
	 	 	 	 	 	 
	 

Signature of witness

	 	 	 	 

Name
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Date of power of attorney
	 	 






Amendment and Restatement Deed     25









 









	 	 	 	 	 	 	 

	Existing Borrower/Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS GROUP AUSTRALIA 

HOLDINGS
LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     26









 









	 	 	 	 	 	 	 

	Existing Borrower/Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS METAL MANAGEMENT LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     27









 









	 	 	 	 	 	 	 

	Existing Borrower/Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS GROUP UK HOLDINGS LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     28









 









	 	 	 	 	 	 	 

	Existing Borrower/Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS GROUP UK LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     29









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by

SIMS GROUP USA CORPORATION

by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     30









 









	 	 	 	 	 	 	 

	Existing Borrower/Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by MIREC BV:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     31









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	THE COMMON SEAL of SIMS METAL MANAGEMENT ASIA LIMITED (PREVIOUSLY KNOWN AS SIMS
ASIA HOLDINGS LIMITED) was affixed to this deed in the presence of:
	 	 
	 
	 	 
	 

Signature of Authorised Signatory

	 	 
	 
	 	 
	 

Name of Authorised Signatory

	 	 






Amendment and Restatement Deed     32









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL DYNAMICS DETROIT LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer

	 	 






Amendment and Restatement Deed     33









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT ALABAMA, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     34









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT ARIZONA, L.L.C.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     35









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT CONNECTICUT, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     36









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT MEMPHIS, L.L.C.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     37









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT MIDWEST, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     38









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT MISSISSIPPI, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     39









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT NORTHEAST, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     40









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT OHIO, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     41









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT WEST, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     42









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     43









 









	 	 	 

	Existing Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	PROLER SOUTHWEST LP
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     44









 









	 	 	 	 	 	 	 

	Existing Borrower/Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS M+R GMBH:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     45









 









	 	 	 	 	 	 	 

	Existing Borrower/Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS GROUP GERMAN
 HOLDINGS
GMBH:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     46









 









	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS INDUSTRIAL PTY LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     47









 









	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL SERVICES PTY.
LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     48









 









	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS ENERGY PTY LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     49









 









	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS MANUFACTURING PTY LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     50









 









	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMSMETAL HOLDINGS PTY. LTD.:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     51









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	CIM TRUCKING, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     52









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	HNE RECYCLING LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 


	 	 
	Name of officer (please print)
	 	 






Amendment and Restatement Deed     53









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	HNW RECYCLING LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     54









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	TH PROPERTIES LLC (formerly known as

METAL DYNAMICS INDIANAPOLIS LLC)
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer

	 	 






Amendment and Restatement Deed     55









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL DYNAMICS LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     56









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT INDIANA, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     57









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT PITTSBURGH, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     58









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by METAL MANAGEMENT PROLER
SOUTHWEST, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     59









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SMM – NORTH AMERICA TRADE CORPORATION
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     60









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT WEST COAST HOLDINGS, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     61









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	MM METAL DYNAMICS HOLDINGS, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     62









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	NAPORANO IRON & METAL, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     63









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	NEW YORK RECYCLING VENTURES, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     64









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	NORTH CAROLINA RESOURCE CONSERVATION, LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     65









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	PROLER SOUTHWEST GP, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     66









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	RESERVE IRON & METAL LIMITED PARTNERSHIP
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     67









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SCHIABO LAROVO CORPORATION
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     68









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SHN CO., LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer

	 	 






Amendment and Restatement Deed     69









 









	 	 	 

	New Borrower/Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SIMS GROUP GLOBAL TRADE CORPORATION
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     70









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SIMS GROUP USA HOLDINGS CORPORATION
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer

	 	 






Amendment and Restatement Deed     71









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SIMSMETAL EAST LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     72









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SIMSMETAL WEST LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     73









 









	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by
	 	 	 	 	 	 
	SIMSMETAL INDUSTRIES LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director
	 	 
	 
	 	 	 	 	 	 
	 

Name of director (please print)

	 	 	 	 

Name of director (please print)
	 	 






Amendment and Restatement Deed     74









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SIMS RECYCLING SOLUTIONS. INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     75









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SIMS RECYCLING SOLUTIONS HOLDINGS INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     76









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	METAL MANAGEMENT NEW HAVEN, INC.
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 






Amendment and Restatement Deed     77









 









	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS RECYCLING SOLUTIONS AB:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     78









 











	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS GROUP 

RECYCLING SOLUTIONS
CANADA LTD.:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     79









 









	 	 	 	 	 	 	 

	Existing Guarantor
	 	 	 	 	 	 
	EXECUTED by SIMS GROUP CANADA
 HOLDINGS
LIMITED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Signature of director

	 	 	 	 

Signature of director/secretary
	 	 
	 
	 	 	 	 	 	 
	 

Name

	 	 	 	 

Name
	 	 






Amendment and Restatement Deed     80









 









	 	 	 

	Existing Guarantor
	 	 
	EXECUTED by
	 	 
	SIMS MUNICIPAL RECYCLING OF NEW YORK LLC
	 	 
	by its officer:
	 	 
	 
	 	 
	 

Signature of officer

	 	 
	 
	 	 
	 

Name of officer (please print)

	 	 







Amendment and Restatement Deed     81