exv4w25






Exhibit 4.25


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.




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is
entered into as of June 25, 2010, among SIMS GROUP USA HOLDINGS CORPORATION, a Delaware
corporation, formerly known as Sims Hugo Neu Corporation (the “Company”), SIMS GROUP GLOBAL
TRADE CORPORATION, a Delaware corporation, successor by merger to Sims Hugo Neu Global Trade LLC
(“Global Trade”), HNE RECYCLING LLC, a Delaware limited liability company (“HNE
Recycling”), HNW RECYCLING LLC, a Delaware limited liability company (“HNW Recycling”),
SIMSMETAL EAST LLC, a Delaware limited liability company, successor to Sims Hugo Neu East (General
Partnership), a New York general partnership (“SHN East”), SIMSMETAL WEST LLC, a Delaware
limited liability company, successor to Sims Hugo Neu West (General Partnership), a California
general partnership (“SHN West”), SIMS GROUP USA CORPORATION, a Delaware corporation
(“Sims USA”), METAL MANAGEMENT, INC., a Delaware corporation (“Metal Management”),
MM METAL DYNAMICS HOLDINGS, INC., a Delaware corporation (“MM Dynamics”), METAL MANAGEMENT
MIDWEST, INC., an Illinois corporation (“MM Midwest”), METAL MANAGEMENT OHIO, INC., an Ohio
corporation (“MM Ohio”), SMM – NORTH AMERICA TRADE CORPORATION, a Delaware corporation,
formerly known as Metal Management S&A Holdings, Inc. (“SMM — North America”), METAL
MANAGEMENT WEST COAST HOLDINGS, INC., a Delaware corporation (“MM West Coast”), METAL
MANAGEMENT PROLER SOUTHWEST, INC., a Delaware corporation (“MM Proler Southwest”), PROLER
SOUTHWEST GP, INC., a Delaware corporation (“MM Southwest GP”), NAPORANO IRON & METAL,
INC., a Delaware corporation (“Naporano”), METAL MANAGEMENT NORTHEAST, INC., a New Jersey
corporation (“MM Northeast”), and METAL MANAGEMENT NEW HAVEN, INC., a Delaware corporation
(“MM New Haven”), CIM TRUCKING, INC., an Illinois corporation (“CIM”), METAL
MANAGEMENT ALABAMA, INC., a Delaware corporation (“MM Alabama”), METAL MANAGEMENT ARIZONA,
L.L.C., an Arizona limited liability company (“MM Arizona”), METAL MANAGEMENT CONNECTICUT,
INC., a Delaware corporation (“MM Connecticut”), METAL MANAGEMENT INDIANA, INC., an
Illinois corporation (“MM Indiana”), METAL MANAGEMENT MEMPHIS, L.L.C., a Tennessee limited
liability company (“MM Memphis”), METAL MANAGEMENT MISSISSIPPI, INC., a Delaware
corporation (“MM Mississippi”), METAL MANAGEMENT PITTSBURGH, INC., a Delaware corporation
(“MM Pittsburgh”), METAL MANAGEMENT WEST, INC., a Colorado corporation (“MM West”),
NEW YORK RECYCLING VENTURES, INC., a Delaware corporation (“NY Recycling”), PROLER
SOUTHWEST LP, a Texas limited partnership (“Proler Southwest”), RESERVE IRON & METAL
LIMITED PARTNERSHIP, a Delaware limited partnership (“Reserve”), METAL DYNAMICS LLC, a
Delaware limited liability company (“Metal Dynamics”), METAL DYNAMICS DETROIT LLC, a
Delaware limited liability company (“MD Detroit”),
TH PROPERTIES LLC, a Delaware limited liability


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company (formerly known as METAL DYNAMICS INDIANAPOLIS LLC, a Delaware limited liability
company) (“TH Properties”), and together with the Company, Global Trade, HNE Recycling, HNW
Recycling, SHN East, SHN West, Sims USA, Metal Management, MM Dynamics, MM Midwest, MM Ohio, SMM -
North America, MM West Coast, MM Proler Southwest, MM Southwest GP, Naporano, MM Northeast, MM New
Haven, CIM, MM Alabama, MM Arizona, MM Connecticut, MM Indiana, MM Memphis, MM Mississippi, MM
Pittsburgh, MM West, NY Recycling, Proler Southwest, Reserve, Metal Dynamics, MD Detroit,
collectively, the “Borrowers” individually, a “Borrower”), and BANK OF AMERICA,
N.A., a national banking association (the “Lender”).



RECITALS




     A. The Borrowers and the Lender are each a party to that certain Amended and Restated Credit
Agreement dated as of November 2, 2009 (as amended, restated, extended, supplemented or otherwise
modified from time to time, the “Credit Agreement;” the terms defined therein being used
herein as therein defined), pursuant to which and subject to the terms and conditions therein
contained, the Lender agreed to make Loans to, and issue Letters of Credit for the account of, the
Borrowers.



     B. The Borrowers and the Lender have agreed to increase the amount of the Commitment from
$150,000,000 to $200,000,000, extend the Maturity Date from December 1, 2010 to a maturity date
specified by Lender in a notice to the Company, which date shall be fourteen (14) months after the
date the notice was provided, and make certain modifications to the pricing of the Loans made and
standby letters of credit issued pursuant to the Credit Agreement, in each case, subject to the
terms and conditions of this Amendment.



     NOW THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration receipt of which is hereby acknowledged, the parties agree as follows:



AGREEMENT




     1. Definitions; Interpretation. All capitalized terms used in this Amendment and not
otherwise defined herein have the meanings specified in the Credit Agreement. The rules of
construction and interpretation specified in Section 1.02 of the Credit Agreement also
apply to this Amendment and are incorporated herein by this reference.



     2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:



     (a) Amendment to Definitions. In Section 1.01, amendments are made to the
definitions, as follows:




     (i) The table set forth in the definition of “Applicable Margin” is amended and
restated to read as follows:



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	Applicable Margin
	 	 	 	 	 	 	Eurocurrency	 	 
	 	 	 	 	 	 	Rate Loans	 	 
	 	 	 	 	 	 	Standby	 	 
	Pricing	 	Cashflow Gearing	 	Commitment	 	Letters of	 	Base Rate
	Level	 	Ratio	 	Fee	 	Credit	 	Loans
	[*]
	 	[*]
	 	[*]
	 	[*]
	 	[*]







     (ii) The definition of “Commitment” is amended and restated to read as follows:




     “Commitment” means the obligation of the Lender to make Loans and L/C
Credit Extensions hereunder in an aggregate principal amount at any one time not to
exceed the amount of $200,000,000, as such amount may be adjusted from time to time
in accordance with this Agreement.




     (iii) The definition of “Maturity Date” is amended and restated to read as
follows:




     “Maturity Date” means the maturity date specified by Lender in a notice
to the Company, which date shall be fourteen (14) months after the date the notice
was provided; provided, however, that if such date is not a Business
Day, the Maturity Date shall be the next preceding Business Day.



     (b) Amendment to Section 2.13. Section 2.13 is amended and restated to read
as follows:




     2.13 Reserved.



     3. Conditions to Effectiveness of Amendment. Notwithstanding anything contained herein to the
contrary, this Amendment shall become effective as of June 25, 2010; provided that all of
the following conditions are fully satisfied on or before June 30, 2010:



     (a) Delivery of Amendment. Each Borrower and the Lender shall have executed and
delivered counterparts of this Amendment to the Lender, sufficient in number for distribution to
the Company and the Lender;



     (b) Notes. Each Borrower shall have executed and delivered to the Lender a Note in
the form of Annex 1 hereto (the “Notes”);



     (c) Consent of Parent. Sims Metal Management Limited, a corporation registered in the
State of Victoria, Commonwealth of Australia, formerly known as Sims Group Limited (the
“Parent”), shall have executed and delivered to the Lender a Consent of Guarantor in the
form of Annex 2 hereto (the “Parent Consent”), sufficient in number for
distribution to the Company and the Lender;



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     (d) [*]



     (e) Authorization. The Lender shall have received the following, each in form and
substance and dated as of a date satisfactory to the Lender and its legal counsel:




     (i) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Lender may require to
establish the identities of and verify the authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this
Amendment, the Notes, the Parent Consent and the other Loan Documents to which such Loan
Party; and




     (ii) such evidence as the Lender may reasonably require to verify that each Loan Party
is duly organized or formed, validly existing, in good standing and qualified to engage in
business in each jurisdiction in which it is required to be qualified to engage in business,
including certified copies of each Loan Party’s Organization Documents, certificates of good
standing and/or qualification to engage in business.



     (f) Opinions of Counsel. The Lender shall have received a favorable opinion of Baker
& McKenzie LLP Sydney, counsel to the Parent addressed to the Lender, as to such matters concerning
the the Parent Consent and the Loan Documents to which the Parent is a party as the Lender may
reasonably request;



     (g) Payment of Expenses. Unless waived by the Lender, the Borrowers shall have paid
all fees, charges and disbursements of counsel to the Lender (directly to such counsel if requested
by the Lender) to the extent invoiced prior to or on the effective date of this Amendment,
plus such additional amounts of such fees, charges and disbursements as shall constitute
its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it
through the closing proceedings (provided that such estimate shall not thereafter preclude
a final settling of accounts between the Borrowers and the Lender);



     (h) Representations True; No Default. The representations of the Borrowers as set
forth in Article V of the Credit Agreement shall be true on and as of the date of this
Amendment with the same force and effect as if made on and as of this date or, if any such
representation or warranty is stated to have been made as of or with respect to a specific date, as
of or with respect to such specific date. No Event of Default and no event which, with notice or
lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing
or will occur as a result of the execution of this Amendment; and



     (i) Other Documents. The Lender shall have received such other documents,
instruments, and undertakings as the Lender may reasonably request.



     4. Condition Subsequent. The Loan Parties undertake to deliver to the Lender, by July 14,
2010, a favorable opinion of Baker & McKenzie LLP, counsel to the Loan Parties addressed to the
Lender, as to such matters concerning the Loan Parties, this Amendment, the



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Notes and the other
Loan Documents to which the Loan Parties are a party as the Lender may reasonably request. Prior to
delivery of such opinion, the Commitment shall be $150,000,000.



     5. Representations and Warranties. The Borrowers hereby represent and warrant to the Lender
that each of the representations and warranties set forth in Article V of the Credit
Agreement is true and correct as if made on and as of the date of this Amendment or, if any such
representation or warranty is stated to have been made as of or with respect to a specific date, as
of or with respect to such specific date. The Borrowers expressly agree that it shall be an
additional Event of Default under the Credit Agreement if any representation or warranty made by
the Borrowers hereunder shall prove to have been incorrect in any material respect when made.



     6. No Further Amendment. Except as expressly modified by this Amendment, the Credit
Agreement, the Notes and the other Loan Documents shall remain unmodified and in full force and
effect and the parties hereby ratify their respective obligations thereunder.



     7. Reservation of Rights. The Borrowers acknowledge and agree that the execution and delivery
by the Lender of this Amendment shall not be deemed to create a course of dealing or otherwise
obligate the Lender to forbear or execute similar amendments under the same or similar
circumstances in the future.



     8. Miscellaneous.



     (a) Counterparts; Integration. This Amendment may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Amendment and the
other Loan Documents constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of
this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of
this Amendment.



     (b) Severability. If any provision of this Amendment is held to be illegal, invalid
or unenforceable, the legality, validity and enforceability of the remaining provisions of this
Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     (c) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the date first above written.



	 	 	 	 	 
	 	SIMS GROUP USA HOLDINGS CORPORATION, 
formerly known
as Sims Hugo Neu Corporation

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	SIMS GROUP GLOBAL TRADE CORPORATION, 
successor by
merger to Sims Hugo Neu Global Trade LLC

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	HNE RECYCLING LLC

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	HNW RECYCLING LLC

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 



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	 	SIMSMETAL EAST LLC, successor to Sims Hugo 
Neu East
(General Partnership)

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	SIMSMETAL WEST LLC, successor to Sims Hugo 
Neu West
(General Partnership)

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	SIMS GROUP USA CORPORATION

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	MM METAL DYNAMICS HOLDINGS, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 



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	 	METAL MANAGEMENT MIDWEST, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT OHIO, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	SMM – NORTH AMERICA TRADE CORPORATION, 
formerly known
as Metal Management S&A Holdings, Inc.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT WEST COAST HOLDINGS, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT PROLER SOUTHWEST, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 



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	 	PROLER SOUTHWEST GP, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	NAPORANO IRON & METAL, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT NORTHEAST, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT NEW HAVEN, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	CIM TRUCKING, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 



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	 	METAL MANAGEMENT ALABAMA, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT ARIZONA, L.L.C.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT CONNECTICUT, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT INDIANA, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT MEMPHIS, L.L.C.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 



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	 	METAL MANAGEMENT MISSISSIPPI, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT PITTSBURGH, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL MANAGEMENT WEST, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	NEW YORK RECYCLING VENTURES, INC.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	PROLER SOUTHWEST LP

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 



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	 	RESERVE IRON & METAL LIMITED PARTNERSHIP

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL DYNAMICS LLC

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	METAL DYNAMICS DETROIT LLC

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	TH PROPERTIES LLC (formerly known as Metal 
Dynamics
Indianapolis LLC)

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 



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ANNEX 1




FORM OF AMENDED AND RESTATED NOTE




			
	 	 	 
	$200,000,000
	 	June 25, 2010






     FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to Bank of
America, N.A., a national banking association, or assigns (the “Lender”), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan
from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit
Agreement dated as of November 2, 2009 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein being
used herein as therein defined), among Sims Group USA Holdings Corporation, a Delaware corporation,
formerly known as Sims Hugo Neu Corporation, the Designated Borrowers from time to time party
thereto, and the Lender.



     This Note amends, restates and replaces in its entirety that certain Note dated November 2,
2009 in the amount of $150,000,000 made by the Borrower in favor of Lender (the “Prior
Note”). The Loans evidenced by the Prior Note have not been repaid, satisfied or discharged
and nothing herein shall constitute a repayment, satisfaction or discharge of such Loans.



     The Borrower promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such principal amount is paid in full, at such interest rates and at such
times as provided in the Agreement. All payments of principal and interest shall be made to the
Lender in the currency in which such Loan was denominated and in Same Day Funds at the Lending
Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount
shall bear interest, to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate set forth in the
Agreement.



     This Note is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided
therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable
all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Note and endorse thereon the date, amount, currency and maturity of
its Loans and payments with respect thereto.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.



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     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.



	 	 	 	 	 
	 	[BORROWER / APPLICABLE DESIGNATED BORROWER]

 	 
	 	By: 	
 	 
	 	Name: 	 	 
	 	Title:	 	 
	 



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ANNEX 2




CONSENT OF GUARANTOR





     This CONSENT OF GUARANTOR (this “Consent”) is entered into as of June 25, 2010, by
SIMS METAL MANAGEMENT LIMITED, a corporation registered in the State of Victoria, Commonwealth of
Australia, formerly known as Sims Group Limited (the “Guarantor”), to and in favor of BANK
OF AMERICA, N.A., a national banking association (the “Lender”).



RECITALS




     A. Sims Group USA Holdings Corporation, a Delaware corporation, formerly known as Sims Hugo
Neu Corporation (the “Company”), Sims Group Global Trade Corporation, a Delaware
corporation, successor by merger to Sims Hugo Neu Global Trade LLC (“Global Trade”), HNE
Recycling LLC, a Delaware limited liability company (“HNE Recycling”), HNW Recycling LLC, a
Delaware limited liability company (“HNW Recycling”), Simsmetal East LLC, a Delaware
limited liability company, successor to Sims Hugo Neu East (General Partnership), a New York
general partnership (“SHN East”), Simsmetal West LLC, a Delaware limited liability company,
successor to Sims Hugo Neu West (General Partnership), a California general partnership (“SHN
West”), Sims Group USA Corporation, a Delaware corporation (“Sims USA”), Metal
Management, Inc., a Delaware corporation (“Metal Management”), MM Metal Dynamics Holdings,
Inc., a Delaware corporation (“MM Dynamics”), Metal Management Midwest, Inc., an Illinois
corporation (“MM Midwest”), Metal Management Ohio, Inc., an Ohio corporation (“MM
Ohio”), SMM – North America Trade Corporation, a Delaware corporation, formerly known as Metal
Management S&A Holdings, Inc. (“SMM — North America”), Metal Management West Coast
Holdings, Inc., a Delaware corporation (“MM West Coast”), Metal Management Proler
Southwest, Inc., a Delaware corporation (“MM Proler Southwest”), Proler Southwest GP, INC.,
a Delaware corporation (“MM Southwest GP”), Naporano Iron & Metal, Inc., a Delaware
corporation (“Naporano”), Metal Management Northeast, Inc., a New Jersey corporation
(“MM Northeast”), and Metal Management New Haven, Inc., a Delaware corporation (“MM New
Haven”), CIM Trucking, Inc., an Illinois corporation (“CIM”), Metal Management Alabama,
Inc., a Delaware corporation (“MM Alabama”), Metal Management Arizona, L.L.C., an Arizona
limited liability company (“MM Arizona”), Metal Management Connecticut, Inc., a Delaware
corporation (“MM Connecticut”), Metal Management Indiana, Inc., an Illinois corporation
(“MM Indiana”), Metal Management Memphis, L.L.C., a Tennessee limited liability company
(“MM Memphis”), Metal Management Mississippi, Inc., a Delaware corporation (“MM
Mississippi”), Metal Management Pittsburgh, Inc., a Delaware corporation (“MM
Pittsburgh”), Metal Management West, Inc., a Colorado corporation (“MM West”), New York
Recycling Ventures, Inc., a Delaware corporation (“NY Recycling”), Proler Southwest LP, a
Texas limited partnership (“Proler Southwest”), Reserve Iron & Metal Limited Partnership, a
Delaware limited partnership (“Reserve”), Metal Dynamics LLC, a Delaware limited liability
company (“Metal Dynamics”), Metal Dynamics Detroit LLC, a Delaware limited liability
company (“MD Detroit”), TH PROPERTIES LLC, a Delaware limited liability company (formerly
known as METAL DYNAMICS INDIANAPOLIS LLC, a Delaware limited liability company) (“TH Properties
LLC”), and together with the Company, Global Trade, HNE



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Recycling, HNW Recycling, SHN East, SHN
West, Sims USA, Metal Management, MM Dynamics, MM Midwest, MM Ohio, SMM — North America, MM West
Coast, MM Proler Southwest, MM Southwest GP, Naporano, MM Northeast, MM New Haven, CIM, MM Alabama,
MM Arizona, MM Connecticut, MM Indiana, MM Memphis, MM Mississippi, MM Pittsburgh, MM West, NY
Recycling, Proler Southwest, Reserve, Metal Dynamics, MD Detroit, collectively, the
“Borrowers” individually, a “Borrower”), and the Lender are each a party to that
certain Amended and Restated Credit Agreement dated as of November 2, 2009 (as amended, restated,
extended, supplemented or otherwise modified from time to time, the “Credit Agreement;” the
terms defined therein being used herein as therein defined).



     B. In connection with and as a condition to the obligation of the Lender to make its initial
Credit Extension under the Credit Agreement, the Guarantor entered into that certain Amended and
Restated Deed Poll of Continuing Guaranty dated as of November 2, 2009 (as amended, restated,
extended, supplemented or otherwise modified from time to time, the “Guaranty”), pursuant
to which the Guarantor guaranteed, among other things, the payment and performance of the debts,
liabilities, obligations, covenants and duties of, the Borrowers to the Lender arising under the
Credit Agreement and the other Loan Documents to which any Borrower is a party.



     C. The Borrowers and the Lender intend to enter into that certain First Amendment to Amended
and Restated Credit Agreement dated as of June 25, 2010 (the “Amendment”), pursuant to
which, among other things, the Lender will agree to increase the amount of the Commitment from
$150,000,000 to $200,000,000, extend the Maturity Date from December 1, 2010 to a maturity date
specified by Lender in a notice to the Company, which date shall be fourteen (14) months after the
date the notice was provided, and make certain modifications to the pricing of the Loans made and
standby letters of credit issued pursuant to the Credit Agreement, in each case, subject to the
terms and conditions of the Amendment.



     D. It is a condition precedent to the effectiveness of the Amendment that the Guarantor enter
into this Consent.



     NOW THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration receipt of which is hereby acknowledged, the Guarantor agrees as follows:



AGREEMENT




     1. Definitions. Capitalized terms not otherwise defined in this Consent shall have the
meanings given in the Guaranty, and if not defined therein shall have the meanings given in the
Credit Agreement.



     2. Consent. The Guarantor hereby acknowledges that it has received a copy of the Amendment
and the Credit Agreement and hereby consents to their contents, including all prior and current
amendments to the Credit Agreement.



     3. Ratification and Confirmation. The Guarantor hereby ratifies and confirms each of its
debts, liabilities, obligations, covenants and duties to the Lender arising under the



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Guaranty.
The Guarantor hereby confirms and agrees that its guarantee of the payment and performance of the
Guaranteed Obligations (as defined in the Guaranty) remains in full force and effect
notwithstanding the amendments made by the Amendment and all previous amendments.



     4. Representations and Warranties. The Guarantor hereby represents and warrants to the Lender
that each of the representations and warranties set forth in Article IV of the Guaranty is
true and correct as if made on and as of the date of this Consent.



     5. Governing Law. THIS CONSENT IS GOVERNED BY THE LAW IN FORCE IN NEW SOUTH WALES, AUSTRALIA.



     6. Effectiveness. This Consent shall become effective when the Lender shall have received a
copy of this Consent that bears the signatures of the Guarantor and the Lender. Delivery of an
executed signature page of this Consent by telecopy shall be effective as delivery of a manually
executed signature page of this Consent.



     7. Consideration. The Guarantor acknowledges that the Lender is acting in reliance on the
Guarantor incurring obligations and giving rights under this Consent.



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THIS CONSENT OF GUARANTOR IS EXECUTED AND UNCONDITIONALLY DELIVERED AS A DEED POLL FOR THE
BENEFIT OF BANK OF AMERICA, N.A. (INCLUDING ITS PERMITTED SUCCESSORS AND ASSIGNS) AND IS GOVERNED
BY THE LAWS OF THE STATE OF NEW SOUTH WALES.




	 	 	 	 	 	 	 

	EXECUTED by SIMS METAL

	 	 	)	 	 	 
	MANAGEMENT LIMITED in

	 	 	)	 	 	 
	accordance with section 127(1) of the

	 	 	)	 	 	 
	Corporations Act 2001 (Cwlth) by

	 	 	)	 	 	 
	authority of its directors:

	 	 	)	 	 	 

Signature of director/company secretary*

	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	* delete whichever is not applicable
	 


	 	 	)	 	 	 
	Signature of director

	 	 	)	 	 	 
	 

	 	 	)	 	 	 


	 

	 	 	)	 	 	Name of director/company secretary* (block letters)
	 	 	 	 	 	 	
	 	 	 	)	 	 	 
	Signature of director (block letters)
	 	 	 	 	 	* delete whichever is not applicable
	 
	EXECUTED by BANK OF AMERICA,

	 	 	)	 	 	 
	N.A.:

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 


	 	 	)	 	 	 
	Signature of officer

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 


	 	 	)	 	 	 
	Signature of officer (block letters)

	 	 	)	 	 	 






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