Exhibit 4.17
 
 CREDIT AGREEMENT
   SIMS HUGO NEU CORPORATION
  CERTAIN AFFILIATES
  BANK OF AMERICA, N.A.




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TABLE OF CONTENTS


Section
    
    PageARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.01. Defined Terms
    
    
    11.02. Other Interpretive Provisions
    
    
    131.03. Accounting Terms
    
    
    141.04. Exchange Rates; Currency Equivalents
    
    
    141.05. Additional Alternative Currencies
    
    
    141.06. Change of Currency
    
    
    151.07. Times of Day
    
    
    151.08. Letter of Credit Amounts
    
    
    15ARTICLE II. THE COMMITMENT AND CREDIT EXTENSIONS
    
    
    152.01. Loans
    
    
    152.02. Borrowings, Conversions and Continuations of Loans
    
    
    152.03. Letters of Credit
    
    
    162.04. Prepayments
    
    
    212.05. Termination or Reduction of Commitment
    
    
    212.06. Repayment of Loans
    
    
    222.07. Interest
    
    
    222.08. Fees
    
    
    222.09. Computation of Interest and Fees
    
    
    232.10. Evidence of Debt
    
    
    232.11. Payments Generally
    
    
    232.12. Designated Borrowers
    
    
    232.13. Extension of Maturity Date
    
    
    24ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    243.01. Taxes
    
    
    243.02. Illegality
    
    
    253.03. Inability to Determine Rates
    
    
    253.04. Increased Costs; Reserves on Eurocurrency Rate Loans
    
    
    263.05. Compensation for Losses
    
    
    273.06. Survival
    
    
    27ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    274.01. Conditions of Initial Credit Extension
    
    
    274.02. Conditions to all Credit Extensions
    
    
    29ARTICLE V. REPRESENTATIONS AND WARRANTIES
    
    
    295.01. Existence, Qualification and Power
    
    
    295.02. Authorization; No Contravention
    
    
    295.03. Governmental Authorization; Other Consents
    
    
    305.04. Binding Effect
    
    
    305.05. Litigation
    
    
    305.06. No Default
    
    
    305.07. Ownership of Property; Liens
    
    
    305.08. Environmental Compliance
    
    
    305.09. ERISA Compliance
    
    
    305.10. Subsidiaries; Equity Interests
    
    
    315.11. Margin Regulations; Investment Company Act; Public Utility Holding Company Act
    
    
    315.12. Disclosure
    
    
    315.13. Compliance with Laws
    
    
    315.14. Taxpayer Identification Number; Other Identifying Information
    
    
    31ARTICLE VI. AFFIRMATIVE COVENANTS
    
    
    316.01. Information
    
    
    326.02. Notices
    
    
    32




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6.03. Payment of Obligations
    
    
    326.04. Preservation of Existence, Etc.
    
    
    326.05. Maintenance of Properties; Insurance
    
    
    326.06. Compliance with Laws
    
    
    326.07. Books and Records
    
    
    326.08. Use of Proceeds
    
    
    33ARTICLE VII. NEGATIVE COVENANTS
    
    
    337.01. Liens
    
    
    337.02. Fundamental Changes
    
    
    337.03. Dispositions
    
    
    337.04. Change in Nature of Business
    
    
    337.05. Transactions with Affiliates
    
    
    337.06. Use of Proceeds
    
    
    33ARTICLE VIII. CROSS-GUARANTY
    
    
    338.01. Cross-Guaranty
    
    
    338.02. Limitation of Liability
    
    
    348.03. Liability of Borrowers Absolute
    
    
    348.04. Waivers by Borrowers
    
    
    358.05. Borrowers Rights of Subrogation, Contribution, Etc.
    
    
    358.06. Continuing Guaranty; Reinstatement of Guaranty
    
    
    368.07. Indemnity and Contribution
    
    
    368.08. Liability Cumulative
    
    
    36ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES
    
    
    369.01. Events of Default
    
    
    369.02. Remedies Upon Event of Default
    
    
    389.03. Application of Funds
    
    
    39ARTICLE X. MISCELLANEOUS
    
    
    3910.01. Amendments, Etc.
    
    
    3910.02. Notices; Effectiveness; Electronic Communication
    
    
    3910.03. No Waiver; Cumulative Remedies
    
    
    4010.04. Expenses; Indemnity; Damage Waiver
    
    
    4010.05. Payments Set Aside
    
    
    4110.06. Successors and Assigns
    
    
    4110.07. Treatment of Certain Information; Confidentiality
    
    
    4210.08. Right of Setoff
    
    
    4310.09. Interest Rate Limitation
    
    
    4310.10. Counterparts; Integration; Effectiveness
    
    
    4310.11. Survival of Representations and Warranties
    
    
    4310.12. Severability
    
    
    4310.13. Governing Law; Jurisdiction; Etc.
    
    
    4310.14. Waiver of Jury Trial
    
    
    4410.15. USA PATRIOT Act Notice
    
    
    4410.16. Time of the Essence
    
    
    4410.17. Judgment Currency
    
    
    44




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SCHEDULES1.01
    
    Mandatory Cost Formulae5.12
    
    Subsidiaries; Other Equity Investments10.02
    
    Lenders Office; Certain Addresses for Notices
 EXHIBITS
 Form ofA
    
    Loan NoticeB
    
    NoteC
    
    GuarantyD
    
    Designated Borrower Request and Assumption AgreementE
    
    Designated Borrower Notice




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CREDIT AGREEMENT
 Agreement Company Global Trade HNE Recycling HNW Recycling SHN East Sims
USA Section 2.12 Designated Borrowers Borrower Lender
   ARTICLE I.
 DEFINITIONS AND ACCOUNTING TERMS
 1.01. Defined Terms
 Affiliate
 Agreement
 Alternative Currency Section 1.06
 Alternative Currency Equivalent
 Alternative Currency Reserve
 Applicable Margin Section 5.02(a)




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Applicable Margin
 EurocurrencyRate LoansPricing
    
    
    
    Commitment
    
    Standby Letters
    
    Prime RateLevel
    
    Cashflow Gearing Ratio
    
    Fee
    
    of Credit
    
    Loans1
    
    <1.00:1
    
    
    0.15
    %
    
    
    0.375
    %
    
    -2.35%2
    
    >1.00:1 but <1.25:1
    
    
    0.19
    %
    
    
    0.475
    %
    
    -2.25%3
    
    >1.25:1 but <1.75:1
    
    
    0.23
    %
    
    
    0.575
    %
    
    -2.15%4
    
    >1.75:1 but <2.75:1
    
    
    0.26
    %
    
    
    0.650
    %
    
    -2.10%5
    
    >2.75:1
    
    
    0.31
    %
    
    
    0.775
    %
    
    -2.05%
 Section 5.02(a) provided however
 Applicable Time
 Applicant Borrower Section 2.12
 Approved Fund
 Attributable Indebtedness
 Australian Dollar AU$
 Availability Period
 Borrower Borrowers
 Business Day
  2




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Cash Collateralize Section 2.03(f)
 Cashflow Gearing Ratio Section 5.10(c)
 Change in Law
 Change of Control
   Closing Date Section
4.01
 Code
 Commitment
 Company
 Compliance Certificate Exhibit
A
 Contractual Obligation
 3




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Control
 Credit Extension
 Debtor Relief Laws
 Default
 Default Rate plus provided however plus
 Designated Borrower
 Designated Borrower Notice Section 2.12
 Designated Borrower Request and Assumption Agreement Section 2.12
 Disposition Dispose
 Dollar $
 Dollar Equivalent
 Domestic Affiliate
 Eligible Assignee provided
 EMU
 EMU Legislation
 Environmental Laws
 4




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Environmental Liability
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 Euro EUR
 Eurocurrency Rate BBA LIBOR
 5




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Eurocurrency Rate Loan
 Event of Default Section 9.01
 Excluded Taxes
 FRB
 Fund
 GAAP
 Governmental Authority
 Guarantee
 Guaranty Exhibit C
 Hazardous Materials
 6




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Honor Date Section 2.03(c)(i)
 Indebtedness
      plus
   Indemnified Taxes
 Indemnitees Section 10.04(b)
 Information Section 10.07
 Intangible Assets
 Interest Payment Date provided however
 7




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Interest Period provided
    Investment
 IRS
 ISP
 Issuer Documents
 Laws
 L/C Credit Extension
 L/C Obligations plus Section
1.08
  Lending Office Schedule 10.02
 8




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Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date
 Letter of Credit Fee Section 2.03(h)
 Letter of Credit Sublimit
 LIBOR
 Lien
 Loan Section 2.01
 Loan Documents
 Loan Notice Section 2.02(a) Exhibit A
 Loan Parties
 Mandatory Cost Schedule 1.01
 Material Adverse Effect
 Material Credit Agreements
 Maturity Date provided however
 9




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Multiemployer Plan
 Note Exhibit B
 Obligations
 Organization Documents
 Other Taxes
 Outstanding Amount
 Parent
 Participant Section 10.06(c)
 Participating Member State
 PBGC
 Pension Plan
 Person
 10




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Plan
 Prime Rate
 Prime Rate Loan
 Related Parties
 Reportable Event
 Request for Credit Extension
 Responsible Officer Article II
 Revaluation Date Section 2.02
 Same Day Fund
 SEC
 Special Notice Currency
 11




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Spot Rate
 http://www.ny.frb.org/markets/fxrates/tenAm.cfm
 provided further
 Sterling ₤
 Subsidiary
 Swap Contract
 Swap Termination Value
 12




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Synthetic Lease Obligation
 TARGET Day
 Taxes
 Threshold Amount
 Total Outstandings
 Type
 Unfunded Pension Liability
 United States U.S.
 Unreimbursed Amount Section 2.03(c)(i)
 Yen ¥
 1.02.
Other Interpretive Provisions.
  13




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1.03. Accounting Terms.
 Generally
 Changes in GAAP provided
 1.04. Exchange Rates; Currency Equivalents.
   1.05. Additional Alternative Currencies.
 provided
   14




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Section 2.02 Section
2.03
 1.06. Change of Currency.
 provided
   1.07. Times of Day.
 1.08. Letter of Credit Amounts. provided however
 ARTICLE II.
THE COMMITMENT AND CREDIT EXTENSIONS
 2.01. Loans. Loan provided however provided further Section 2.01 Section 2.05 Section
2.01
 2.02. Borrowings, Conversions and Continuations of Loans.
  15




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Section 2.02(a) Sections 2.03(c) provided however
 Section 4.02 Section 4.01 provided however
    2.03. Letters of Credit.
 The Letter of Credit Commitment
  16




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provided provided further
          Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit
 17




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Auto-Extension Letter of Credit provided however Section 2.03(a)
  Drawings and Reimbursements
 Honor Date
 18




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Unreimbursed Amount Section 2.02 Section 4.02
  Obligations Absolute
        Role of Lender
 19




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provided however Section 2.03(d) provided however
 Cash Collateral
    Sections 2.05 9.02(c) Section 2.03 Section 2.05 Section 9.02(c) Cash
Collateralize
 Applicability of ISP and UCP
 Letter of Credit Fees Letter of Credit Fee times Section 1.08
 20




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Documentary and Processing Charges Payable to Lender
 Conflict with Issuer Documents
 Letters of Credit Issued for Designated Borrowers
 2.04. Prepayments.
 provided Section 3.05
 provided however Section 2.03(f)(ii) Section 2.04(b)
 2.05. Termination or Reduction of Commitment. provided
 21




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plus
 2.06. Repayment of Loans.
 2.07. Interest.
 plus plus plus
   Sections 9.01(a) (i) (j)
   2.08. Fees. Section 2.03
 Commitment Fee times Article IV
 22




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Other Fees
 2.09. Computation of Interest and Fees. provided Section 2.11
 2.10. Evidence of Debt.
 2.11. Payments Generally.
 2.12. Designated Borrowers.
  Applicant Borrower Exhibit D Designated Borrower Request and Assumption
Agreement
 23




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Exhibit E Designated Borrower Notice provided
 Section 2.12
 provided
 2.13. Extension of Maturity Date.
 Requests for Extension Maturity Anniversary Date Existing Maturity Date
 Lender Election to Extend Notice Date
 ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
 3.01. Taxes.
 Payments Free of Taxes provided
 24




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Payment of Other Taxes by the Borrowers
 Indemnification by the Borrowers provided
 Evidence of Payments
 Treatment of Certain Refunds provided plus provided however
 3.02. Illegality.
 3.03. Inability to Determine Rates.
 25




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3.04. Increased Costs; Reserves on Eurocurrency Rate Loans.
 Increased Costs Generally
 Section 3.04(e)
 Section 3.01
    Capital Requirements
 Certificates for Reimbursement
 Delay in Requests provided
 26




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Additional Reserve Requirements Eurocurrency liabilities provided
 3.05. Compensation for Losses.
     Section 3.05
 3.06. Survival. Article III
 ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 4.01. Conditions of Initial Credit Extension.
 27




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Section 5.10
 Sections 4.02(a) (b)
   plus provided
 28




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provided however Section 10.04(a) Section 4.01
  4.02. Conditions to all Credit Extensions.
 Article V Article IV Section 4.02 Section 4.06 Section 5.01
   Section 2.12
  Sections 4.02(a) (b)
 ARTICLE V.
REPRESENTATIONS AND WARRANTIES
  5.01. Existence, Qualification and Power.
 5.02. Authorization; No Contravention.
 29




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5.03. Governmental Authorization; Other Consents.
 5.04. Binding Effect.
 5.05. Litigation.
 5.06. No Default.
 5.07. Ownership of Property; Liens. Section 7.01
 5.08. Environmental Compliance.
 5.09. ERISA Compliance.
   30




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5.10. Subsidiaries; Equity Interests. Schedule 5.10 Schedule 5.10 Schedule 5.10 Schedule 5.10
 5.11. Margin Regulations; Investment Company Act; Public Utility Holding Company Act.
   5.12. Disclosure.
 5.13. Compliance with, Laws.
 5.14. Taxpayer Identification Number; Other Identifying Information. Schedule 10.02
 ARTICLE VI.
AFFIRMATIVE COVENANTS
  31




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6.01. Information.
 6.02. Notices.
    Section 6.02 Section 6.02(a)
 6.03. Payment of Obligations.
 6.04. Preservation of Existence, Etc. Section 7.02 7.03
 6.05. Maintenance of Properties; Insurance.
 6.06. Compliance with Laws.
 6.07. Books and Records.
 32




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6.08. Use of Proceeds.
 ARTICLE VII.
NEGATIVE COVENANTS
  7.01. Liens. Section 6.01
 7.02. Fundamental Changes.
 7.03. Dispositions. Section 6.03
 7.04. Change in Nature of Business.
 7.05. Transactions with Affiliates. provided
 7.06. Use of Proceeds.
 ARTICLE VIII.
CROSS-GUARANTY
 8.01. Cross-Guaranty. Section 8.02 Bankruptcy
Code
 33




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8.02. Limitation of Liability. Article VIII Fraudulent Transfer Laws
 8.03. Liability of Borrowers Absolute.
       34




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8.04. Waivers by Borrowers.
     Article VIII
 Section 8.03
 Article VIII
 8.05. Borrowers Rights of Subrogation, Contribution, Etc. . Article VIII
 35




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8.06. Continuing Guaranty; Reinstatement of Guaranty.
  Article VIII
 8.07. Indemnity and Contribution. Section 8.07 Contributing Party Section 8.05 Article VIII Section 8.07 Claiming Party Section 2.12 Section 2.12
 8.08. Liability Cumulative. Article VIII
 ARTICLE IX.
EVENTS OF DEFAULT AND REMEDIES
 9.01. Events of Default.
 36




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Non-Payment
 Specific Covenants Section 6.01 6.04 6.08 Article VII 5.01 5.02 5.03 5.05 5.10 Article VI
 Other Defaults
 Representations and Warranties Article V Article IV
 Material Credit Agreements
 Cross-Default
 Change of Control
 Material Adverse Effect
 Insolvency Proceedings, Etc
 37




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Inability to Pay Debts; Attachment
 Judgments
 ERISA
 Invalidity of Loan Documents
 9.02. Remedies Upon Event of Default.
     provided however
 38




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9.03. Application of Funds. Section
9.02 Section 9.02
 ARTICLE X.
MISCELLANEOUS
 10.01. Amendments, Etc.
 10.02. Notices; Effectiveness; Electronic Communication.
 Notices Generally Schedule 10.02
 Electronic Communications provided Article II provided
 provided
 Change of Address, Etc
 Reliance by Lender
 39




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10.03. No Waiver; Cumulative Remedies.
 10.04. Expenses; Indemnity; Damage Waiver.
 Costs and Expenses
 Indemnification by the Company Indemnitee provided
 Waiver of Consequential Damages, Etc
 40




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Payments
 Survival
 10.05. Payments Set Aside.
 10.06. Successors and Assigns.
 Successors and Assigns Generally
 Assignments by Lender Sections 3.01 3.04 3.05 10.04 10.05
 Participations Participant provided
 41




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provided however Sections 3.01 3.04 3.05 Section 10.08
 Limitations Upon Participant Rights Sections 3.01 3.04 Section 3.01
 Certain Pledges provided
 10.07. Treatment of Certain Information; Confidentiality.
 provided
 42




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10.08. Right of Setoff. provided
 10.09. Interest Rate Limitation. Maximum Rate
 10.10. Counterparts; Integration; Effectiveness. Section 4.01
 10.11. Survival of Representations and Warranties.
 10.12. Severability.
 10.13. Governing Law; Jurisdiction; Etc.
 GOVERNING LAW
 43




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SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 SERVICE OF PROCESS SECTION 10.02
 10.14. Waiver of Jury Trial.
 10.15. USA PATRIOT Act Notice. Act
 10.16. Time of the Essence.
 10.17. Judgment Currency.
 44




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Judgment
Currency Agreement Currency
 45




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IN WITNESS WHEREOF
 SIMS HUGO NEU CORPORATIONBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerSIMS HUGO NEU GLOBAL TRADE LLCBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerHNE RECYCLYING LLCBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerHNW RECYCLING LLCBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerSIMS HUGO NEU EAST (GENERAL PARTNERSHIP)By:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial Officer
 46




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SIMS HUGO NEU WEST (GENERAL PARTNERSHIP)By:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerSIMS GROUP USA CORPORATIONBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerBANK OF AMERICA, N.A.By:
    
    /s/ Timothy G. HolsappleName:
    
    Timothy G. HolsappleTitle:
    
    Senior Vice President
 47




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SCHEDULE
1.01
 MANDATORY COST FORMULAE
 1.
    
    The Mandatory Cost (to the extent applicable) is an addition to the interest rate to
compensate the Lender 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.
 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. The Mandatory Cost will be calculated by the Lender as a
weighted average of the Lenders Additional Cost Rates and will be expressed as a percentage
rate per annum. The Lender will, at the request of the Company, deliver to the Company a
statement setting forth the calculation of any Mandatory Cost.3.
    
    The Additional Cost Rate for the Lender lending from a Lending Office in a Participating
Member State will be its reasonable determination of the cost (expressed as a percentage of
the Lenders participation in all Loans made from such Lending Office) of complying with the
minimum reserve requirements of the European Central Bank in respect of Loans made from that
Lending Office.4.
    
    The Additional Cost Rate for the Lender lending from a Lending Office in the United Kingdom
will be calculated by the Lender as follows:
 (a)
    
    in relation to any Loan in Sterling:
 AB+C(B-D)+E x 0.01
    
    per cent per annum100 -  (A+C)
 (b)
    
    in relation to any Loan in any currency other than Sterling:
 E x 0.01   

300
    
    per cent per annum
  A
    
    is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which that 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 Applicable Margin, the
Mandatory Cost and any interest charged on overdue amounts pursuant to the first
sentence of Section 2.07(b) and, in the case of interest (other than on overdue
amounts) charged at the Default Rate, without counting any increase in interest rate
effected by the charging of the Default Rate) payable for the relevant Interest Period
of such Loan.C
    
    is the percentage (if any) of Eligible Liabilities which that 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.
 48




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E
    
    is designed to compensate the Lender for amounts payable under the Fees Rules
and is calculated by the Lender as being the average of the most recent rates of charge
supplied by the Lenders pursuant to paragraph 7 below and expressed in pounds per
£1,000,000.
 5.
    
    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 Rules means the rules on periodic fees contain in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;(c)
    
    Fee Tariffs means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules but taking into account any applicable discount
rate); and(d)
    
    Tariff Base has the meaning given to it in, and will be calculated in
accordance with, the Fees Rules.
 6.
    
    In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5% 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.7.
    
    If requested by the Company, the Lender shall, as soon as practicable after publication by
the Financial Services Authority, supply to the Company, the rate of charge payable by the
Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the
relevant financial year of the Financial Services Authority (calculated for this purpose by
the Lender as being the average of the Fee Tariffs applicable to the Lender for that financial
year) and expressed in pounds per £1,000,000 of the Tariff Base of the Lender.8.
    
    The Lender shall supply any information required for the purpose of calculating its
Additional Cost Rate. In particular, but without limitation, the Lender shall supply the
following information in writing:
 (a)
    
    the jurisdiction of the Lending Office out of which it is making available its
participation in the relevant Loan; and(b)
    
    any other information reasonably required for such purpose.
 9.
    
    The percentages of the Lender for the purpose of A and C above and the rates of charge of the
Lender for the purpose of E above shall be determined based upon the information supplied
pursuant to paragraphs 7 and 8 above and on the assumption that, the Lenders obligations in
relation to cash ratio deposits and Special Deposits are the same as those of a typical bank
from its jurisdiction of incorporation with a Lending Office in the same jurisdiction as its
Lending Office.10.
    
    Any determination by the Lender pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to the Lender shall, in the
absence of manifest error, be conclusive and binding on all parties hereto.11.
    
    The Lender may from time to time, after consultation with the Company, determine and notify
to all parties any amendments which are required to be made to this Schedule 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
 49




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any of its functions) and any such determination shall, in the absence of manifest error, be
conclusive and binding on all parties hereto.
 50




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SCHEDULE 5.12
 SUBSIDIARIES, OTHER EQUITY INVESTMENTS AND EQUITY INTERESTS IN THE BORROWERS
 Subsidiaries
 Borrower
    
    Subsidiary
    
    Ownership of Subsidiaries1. Sims Hugo Neu Corporation
    
    None
    
    N/A2. Sims Hugo Neu Global Trade
LLC
    
    HNS Scrap Corporation
    
    Sims Hugo Neu Global
Trade LLC
(100%)3. HNE Recycling LLC
    
    Sims Hugo Neu Global
Trade LLC
    
    HNE Recycling LLC (100%)HNS Scrap Corporation
    
    Sims Hugo Neu Global
Trade LLC (100%)4. HNW Recycling LLC
    
    None
    
    N/A5. Sims Hugo Neu East
    
    Schiabo Larovo Company LLC
    
    Sims Hugo Neu East (100%)Shiabo Larovo AR LLC
    
    Schiabo Larovo Company LLC
(100%)6. Sims Hugo Neu West
    
    Etiwanda Development LLC
    
    Sims Hugo Neu West (100%)7. Sims Group USA Corporation
    
    None
    
    N/A
 Other Equity Investments
 Borrower
    
    Other Entities (% owned by Borrower)1. Sims Hugo Neu Corporation
    
    None2. Sims Hugo Neu Global Trade
LLC
    
    HNS Scrap Corporation (100%)3. HNE Recycling LLC
    
    Sims Hugo Neu Global Trade LLC (100%)Dover Barge Company (33.3%)Sims Hugo Neu East (50%)Alameda Street Metal Corp. (50%)Pacific Bulk Loading Inc. (50%)North Carolina Resource Conservation LLC (50%)North Carolina Recycling LLC (50%)Sims Hugo Neu West (50%)4. HNW Recycling LLC
    
    Dover Barge Company (33.3%)Sims Hugo Neu East (50%)Alameda Street Metal Corp. (50%)Pacific Bulk Loading Inc. (50%)North Carolina Resource Conservation LLC (50%)North Carolina Recycling LLC (50%)
 51




---



##### 



Borrower
    
    Other Entities (% owned by Borrower)Sims Hugo Neu West (50%)5. Sims Hugo Neu East
    
    Dover Barge Company (33.3%)Schiabo Larovo Company LLC (100%)6. Sims Hugo Neu West
    
    Etiwanda Development LLC (100%)7. Sims Group USA Corporation
    
    None
 Owners of Equity Interests in the Borrowers.
 Borrower
    
    Parent (% owned by Parent)1. Sims Hugo Neu Corporation
    
    Sims Group Limited (100%)2. Sims Hugo
Neu Global Trade LLC
    
    HNE Recycling LLC (100%)3. HNE Recycling LLC
    
    Sims Group Limited (100%)4. HNW Recycling LLC
    
    SHN Co LLC (100%)5. Sims Hugo Neu East
    
    HNE Recycling LLC (50%)HNW Recycling LLC (50%)6. Sims Hugo Nu West
    
    HNE Recycling LLC (50%)HNW Recycling LLC (50%)7. Sims Group USA Corporation
    
    Simsmetal Holdings PTY Limited (100%)
 52




---



##### 



SCHEDULE 10.02
 LENDERS OFFICE;
CERTAIN ADDRESSES FOR NOTICES
 COMPANY
and DESIGNATED BORROWERS:
 Sims Hugo Neu Corporation110 5th Avenue, Suite 700New York, New York 10011Attention:
    
    Myles PartridgeEVP and CFOTelephone:
    
    (212) 500-7507Telecopier:
    
    (212) 604-0722Electronic Mail:
    
    mpartridge@us.sims-group.comWebsite Address:
    
    www.sims-group.com
 U.S. Taxpayer Identification Number(s):
 Sims Hugo Neu Corporation
    
    20-3622384Sims Hugo Neu Global Trade LLC
    
    13-4040958HNE Recycling LLC
    
    42-1682531HNW Recycling LLC
    
    20-2880190Sims Hugo Neu East (General Partnership)
    
    22-6082867Sims Hugo Neu West (General Partnership)
    
    95-2227944Sims Group USA Corporation
    
    94-3053218
 LENDER
 (for payments and Requests for Credit Extensions)
 Bank of America, N.A.2001 Clayton RdCA4-702-02-25Concord, CA 94520Attention:
    
    Chris P PotterTelephone:
    
    (925) 675-8027Telecopier:
    
    (888) 969-2419Electronic Mail:
    
    chris.p.potter@bankofamerica.com
 Lenders Domestic Wire InstructionsBank Name:
    
    Bank of America NA NY NYABA/Routing No.:
    
    026009593Account Name:
    
    Credit Services WestAccount No.:
    
    3750836479Attention:
    
    Chris P PotterReference:
    
    Sims Hugo Neu Corporation
 Lenders Foreign Wire InstructionsCurrency:
    
    Australian Dollars (AUD)Bank Name:
    
    Bank of America SydneySwift/Routing No.:
    
    BOFAAUSXAccount Name:
    
    Grand Cayman Unit #1207
 53




---



##### 



Account No.:
    
    96272016Attention:
    
    Grand Cayman Unit #1207Reference:
    
    Sims Hugo Neu CorporationLenders Foreign Wire InstructionsCurrency:
    
    Euro Currency (EUR)Bank Name:
    
    Bank of America LondonSwift/Routing No.:
    
    BOFAGB22Account Name:
    
    Grand Cayman Unit # 1207Account No.:
    
    96272019Attention:
    
    Grand Cayman Unit #1207Reference:
    
    Sims Hugo Neu CorporationLenders Foreign Wire InstructionsCurrency:
    
    British Pounds Sterling (GBP)Bank Name:
    
    Bank of America LondonSwift/Routing No.:
    
    BOFAGB22Account Name:
    
    Grand Cayman Unit #1207Account No.:
    
    96272027FFC Account Name:
    
    Sort Code 16-50-50Attention:
    
    Grand Cayman Unit #1207Reference:
    
    Sims Hugo Neu CorporationLenders Foreign Wire InstructionsCurrency:
    
    Japanese Yen (JPY)Bank Name:
    
    Bank of America TokyoSwift/Routing No.:
    
    BOFAJPJXAccount Name:
    
    Grand Cayman Unit #1207Account No.:
    
    96272011Attention:
    
    Grand Cayman Unit #1207Reference:
    
    Sims Hugo Neu CorporationOther Notices as Lender:Bank of America, N.A.Commercial BankingMail Code: WA1-501-36-06800 Fifth Avenue, Floor 36Seattle, WA 98104Attention:
    
    Timothy G. HolsappleSenior Vice PresidentTelephone:
    
    (206) 358-3130Facsimile:
    
    (206) 358-3971Electronic Mail:
    
    tim.holsapple@bankamerica.com
 54




---



##### 



EXHIBIT A
 FORM OF LOAN NOTICE
 
   Agreement Company
  o o
 1.
    
    On (a Business Day).2.
    
    In the amount of  $.3.
    
    Comprised of  .
 [Type of Loan requested]
 4.
    
    In the following currency: .5.
    
    For Eurocurrency Rate Loans: with an Interest Period of  months.6.
    
    On behalf of  [insert name of applicable Designated Borrower].
 Section 2.01
 SIMS HUGO NEU CORPORATIONBy:Name:Title:
 A-1




---



##### 



EXHIBIT B
 FORM OF NOTE
 $___,000,000
    
    [, ___]
 Borrower Lender Agreement
    B-1




---



##### 



[COMPANY]OR[APPLICABLE DESIGNATED BORROWER]By:Name:Title:
 B-2




---



##### 



DEED POLL OF CONTINUING GUARANTY
   SIMS GROUP LIMITED,
  BANK OF AMERICA, N.A.




---



##### 



TABLE OF CONTENTS
 Section
    
    
    
    PageARTICLE I.
    
    DEFINITIONS AND INTERPRETIVE PROVISIONS
    
    
    41.01
    
    
    Terms Defined in Credit Agreement
    
    
    41.02
    
    
    Certain Defined Terms
    
    
    41.03
    
    
    Interpretive Provisions
    
    
    101.04
    
    
    Accounting Terms
    
    
    101.05
    
    
    Rounding
    
    
    10ARTICLE II.
    
    GUARANTY
    
    
    102.01
    
    
    Guaranty
    
    
    102.02
    
    
    Liability of Guarantor Absolute
    
    
    102.03
    
    
    Waivers by Guarantor
    
    
    112.04
    
    
    Void or Voidable Transactions
    
    
    122.05
    
    
    Indemnity
    
    
    122.06
    
    
    Guarantors Rights of Subrogation, Contribution, Etc
    
    
    132.07
    
    
    Subordination of Other Obligations
    
    
    132.08
    
    
    Continuing Guaranty
    
    
    132.09
    
    
    Authority of Borrowers
    
    
    142.10
    
    
    Information
    
    
    142.11
    
    
    Right of Setoff
    
    
    142.12
    
    
    Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty
    
    
    14ARTICLE III.
    
    TAXES
    
    
    153.01
    
    
    Payments Free of Taxes
    
    
    153.02
    
    
    Payment of Other Taxes by Guarantor
    
    
    153.03
    
    
    Indemnification by the Guarantor
    
    
    153.04
    
    
    Evidence of Payment
    
    
    153.05
    
    
    Treatment of Certain Refunds
    
    
    15ARTICLE IV.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    164.01
    
    
    Existence, Qualification and Power
    
    
    164.02
    
    
    Authorization; No Contravention
    
    
    164.03
    
    
    Governmental Authorization; Other Consents
    
    
    164.04
    
    
    Commercial Acts; No Immunity
    
    
    164.05
    
    
    Binding Effect
    
    
    164.06
    
    
    Latest Audited Financial Statements; No Material Adverse Effect
    
    
    164.07
    
    
    Litigation
    
    
    174.08
    
    
    No Default
    
    
    174.09
    
    
    Environmental Compliance
    
    
    174.10
    
    
    Compliance with Laws
    
    
    174.11
    
    
    Identifying Information
    
    
    174.12
    
    
    Solvency
    
    
    174.13
    
    
    Material Credit Agreements
    
    
    174.14
    
    
    Benefit
    
    
    174.15
    
    
    Guarantor Not a Trustee
    
    
    174.16
    
    
    No Benefit to Related Party
    
    
    174.17
    
    
    Disclosure
    
    
    174.18
    
    
    Repeat of Representations and Warranties
    
    
    184.19
    
    
    Reliance
    
    
    18ARTICLE V.
    
    AFFIRMATIVE COVENANTS
    
    
    185.01
    
    
    Financial Statements
    
    
    185.02
    
    
    Certificates; Other Information
    
    
    185.03
    
    
    Notices
    
    
    185.04
    
    
    Payment of Obligations
    
    
    195.05
    
    
    Preservation of Existence, Etc
    
    
    195.06
    
    
    Maintenance of Properties; Insurance
    
    
    19
 C-2




---



##### 



Section
    
    
    
    Page5.07
    
    
    Compliance with Laws
    
    
    195.08
    
    
    Books and Records
    
    
    195.09
    
    
    Approvals and Authorizations
    
    
    195.10
    
    
    Financial Covenants
    
    
    19ARTICLE VI.
    
    NEGATIVE COVENANTS
    
    
    206.01
    
    
    Liens
    
    
    206.02
    
    
    Fundamental Changes
    
    
    206.03
    
    
    Dispositions
    
    
    206.04
    
    
    Change in Nature of Business
    
    
    206.05
    
    
    Transactions with Affiliates
    
    
    20ARTICLE VII.
    
    MISCELLANEOUS
    
    
    217.01
    
    
    No Waiver; Cumulative Remedies
    
    
    217.02
    
    
    Costs and Expenses
    
    
    217.03
    
    
    Notices
    
    
    217.04
    
    
    Payment by Guarantor; Application of Payments
    
    
    217.05
    
    
    Assignments, Participations, Confidentiality
    
    
    227.06
    
    
    Loan Document
    
    
    227.07
    
    
    Governing Law; Jurisdiction; Etc
    
    
    227.08
    
    
    Waiver of Jury Trial
    
    
    227.09
    
    
    USA PATRIOT Act Notice
    
    
    237.10
    
    
    Amendments, Etc
    
    
    237.11
    
    
    Integration; Effectiveness
    
    
    237.12
    
    
    Severability
    
    
    237.13
    
    
    No Inconsistent Requirements
    
    
    237.14
    
    
    Judgment Currency
    
    
    237.15
    
    
    Consideration
    
    
    23
 C-2




---



##### 



DEED POLL OF CONTINUING GUARANTY
 Guaranty Guarantor Lender
 RECITALS
 Company Borrowers Borrower Credit Agreement
   THIS DEED POLL WITNESSES
  ARTICLE I.
DEFINITIONS AND INTERPRETIVE PROVISIONS
 1.01 Terms Defined in Credit Agreement
 1.02 Certain Defined Terms
 Acquisition
 AUD AU$
 Compliance Certificate Exhibit
A
 EBIT
 (a)
    
    net profit after tax before extraordinary items;(b)
    
    Fixed Charges; and(c)
    
    provision for taxes based on income.
 C-4




---



##### 



EBITDA
 Encumbrance
      Finance Debt
 Fixed Charges
 (a)
    
    the aggregate amount of interest paid or accrued in respect of moneys borrowed
or raised or in respect of any financial accommodation on a consolidated basis
(including without limitation amortization of original issue discounts on any such
moneys or accommodation, commissions, discounts and facility, acceptance, usage and
issuance and any other fees and charges with respect to any Guarantee, promissory note
or acceptance or any discounting arrangements);(b)
    
    all but the principal component of rentals in respect of capitalized rent paid,
accrued or scheduled to be paid or accrued on a consolidated basis during such period;
and(c)
    
    dividends paid, accrued or scheduled to be paid or accrued on a consolidated
basis in respect of shares or stock which are Finance Debt during the relevant period.
 GAAP
 Governmental Authority
 Guaranteed Share
 C-5




---



##### 



Intangible Assets
 Latest Audited Consolidated Balance Sheet
 Latest Audited Financial Statements
 Laws
 Loan Parties
 Material Adverse Effect
 Material Credit Agreements
 Net Interest Expense
 Other Taxes
 Responsible Officer
 Shareholders Funds
 Sims Group
 Tangible Assets
 C-6




---



##### 



Taxes
 TNW
 Total Assets
 Total Finance Debt
 Total Indebtedness
 (a)
    
    the aggregate amount (as disclosed by its latest audited balance sheet) of all
secured and unsecured liabilities of any entity which has become a member of the Sims
Group since the date of the Latest Audited Consolidated Balance Sheet and all other
amounts which would be included in this definition if references to the Latest Audited
Consolidated Balance Sheet were to be to the latest audited balance sheet of that
entity;(b)
    
    the unrepaid principal (or its equivalent) of any Finance Debt where the
proceeds or benefits of that Finance Debt:
 (i)
    
    have been received by any member of the Sims Group, since the
date of the Latest Audited Consolidated Balance Sheet, excluding the amount of
any such proceeds which have been applied in reduction of any secured or
unsecured liabilities included in this definition; or(ii)
    
    are to be received by any member of the Sims Group and the
receipt of such proceeds or benefits has been underwritten or otherwise assured
to the satisfaction of the auditor of the Sims Group;
 (c)
    
    the paid up capital amount and accrued but unpaid dividends of Guaranteed
Shares;
  (d)
    
    deducting:
 (i)
    
    the aggregate amount of all secured and unsecured liabilities
of any entity which has ceased to be a member of the Sims Group since the date
of the Latest Audited Consolidated Balance Sheet and in respect of which no
other member of the Sims Group has any liability; and(ii)
    
    the aggregate amount of all liabilities which in the opinion of
the auditor of the Sims Group have been defeased in such a way as to enable any
such liability to be considered as having been extinguished within the meaning
of paragraph 30 of Australian Accounting Standard AAS23; and(iii)
    
    debt reductions of the type referred to in (b)(iii) of the
definition of Total Tangible Assets;
 C-7




---



##### 



(e)
    
    eliminating all inter entity balances among the member of the Sims Groups or
any of them (including any member of the Sims Group which has become one since the date
of the Latest Audited Consolidated Balance Sheet); and(f)
    
    making such further adjustments (including, without limitation, elimination of
any double counting arising in relation to any Guarantee and the obligation or
indebtedness that is the subject of the Guarantee) which in the opinion of the auditor
of the Sims Group are appropriate to make a proper determination of the total amount of
the aggregate indebtedness of the members of the Sims Group.
  Total Tangible Assets
 (a)
    
    the aggregate (as disclosed by its latest audited balance sheet) of the book
value of the Tangible Assets as determined by the auditor of the Sims Group (after
making provisions for depreciation and bad and doubtful debts and any income yet to
mature) of any entity which has become a member of the Sims Group since the date of the
Latest Audited Consolidated Balance Sheet;(b)
    
    the aggregate proceeds of:
 (i)
    
    any issue of shares or stock (including premium) of any member
of the Sims Group received since the balance date of the latest Audited
Consolidated Balance Sheet; and(ii)
    
    the aggregate proceeds of any calls on partly paid shares made
by any member of the Sims Group which have been received since the balance date
of the Latest Audited Consolidated Balance Sheet,
  (iii)
    
    have been applied in reduction of any secured or unsecured
liabilities included in the definition of Total Indebtedness; or(iv)
    
    have been applied in acquiring any assets included in Total
Tangible Assets under this definition;
 (c)
    
    the book value of any Tangible Assets (not excluded as provided below) acquired
since the date of the Latest Audited Consolidated Balance Sheet by any member of the
Sims Group with the proceeds of the sale of shares or units in any entity which has
ceased to be a member of the Sims Group since that date;(d)
    
    the book value of all assets which are or may be leased, chartered, hired,
managed, used or operated under a finance lease (where the capitalized rent has been
included in Total Indebtedness) as determined by the auditor of the Sims Group at least
annually or (at the option of Sims) the value as at the date of calculation as assessed
by a qualified independent valuer chosen by Sims and approved by the Lender);
 C-8




---



##### 



(e)
    
    the proceeds of any Finance Debt referred to in paragraph (b) of the definition
of Total Indebtedness excluding the amount of any proceeds which:
 (i)
    
    have been applied in reduction of any other secured or
unsecured liabilities included in that definition; or(ii)
    
    have been applied in acquiring any assets included in Total
Tangible Assets under this definition;
 (f)
    
    (if a revaluation of a Tangible Asset of any member of the Sims Group has been
carried out by an independent valuer approved by the Lender), the excess (if any) of
the fair value of that Tangible Asset as established by the valuer over its book value
(as disclosed in the Latest Audited Consolidated Balance Sheet or, in the case of any
entity which has become a member of the Sims Group since the Latest Audited
Consolidated Balance Sheet, as disclosed in the latest audited balance sheet of that
entity) and as accepted by the auditor of the Sims Group without qualification;
  (g)
    
    the amount of any income yet to mature and the amount of provisions for
depreciation and for bad and doubtful debts as disclosed by the Latest Audited
Consolidated Balance Sheet, in each case to the extent otherwise reported as an asset
of the Sims Group;(h)
    
    the aggregate (as disclosed by the latest audited balance sheet of the relevant
entity) of the book values of the Tangible Assets of any entity which has ceased to be
a member of the Sims Group since the date of the Latest Audited Consolidated Balance
Sheet, other than Tangible Assets of that entity which have become assets of another
member of the Sims Group since that date (except that, where a revaluation of any asset
had previously been made under paragraph (f), the fair value of that asset as
determined in accordance with that paragraph shall be used instead of the book value);
 (i)
    
    the book value of any Tangible Assets of any member of the Sims Group which
have been applied since the date of the Latest Audited Consolidated Balance Sheet in
the acquisition of any entity which has become a member of the Sims Group since that
date (except that, where a revaluation of any asset had previously been made under
paragraph (f), the fair value of that asset as determined in accordance with that
paragraph shall be used instead of the book value); and(j)
    
    if a revaluation of a Tangible Asset of any member of the Sims Group has been
carried out by an independent valuer (whether at the request of the Lender or
otherwise), the excess (if any) of the book value of that Tangible Asset (as disclosed
in the Latest Audited Consolidated Balance Sheet or, in the case of any entity which
has become a member of the Sims Group since the Latest Audited Consolidated Balance
Sheet, as disclosed in the latest audited balance sheet of that entity) over its fair
value as established by the valuer and as accepted by the auditor of the Sims Group
without qualification;
  (k)
    
    eliminating all inter-entity balances among any of the Sims Group (including
any member of the Sims Group which has become such since the Latest Audited
Consolidated Balance Sheet); and(l)
    
    making such further adjustments as may properly be necessary to avoid any
double counting of assets or as may be required by the auditor of the Sims Group to
enable a proper determination to be made of the total amount of the Total Tangible
Assets.
 C-9




---



##### 



1.03 Interpretive Provisions Section
1.02
 1.04 Accounting Terms
 Generally
 Changes in GAAP
 1.06 Rounding
 ARTICLE II.
GUARANTY
 2.01 Guaranty Guaranteed Obligations Bankruptcy Code
 2.02 Liability of Guarantor Absolute Section 2.04
  C-10




---



##### 



2.03 Waivers by Guarantor
  C-11




---



##### 



Section 2.02
  2.04 Void or Voidable Transactions Section 2.12 Section 2.02
 2.05 Indemnity
   C-12




---



##### 



Section 2.01
      2.06 Guarantors Rights of Subrogation, Contribution, Etc
 2.07 Subordination of Other Obligations
 2.08 Continuing Guaranty provided however Section 2.04 Article III Section 7.02
 C-13




---



##### 



2.09 Authority of Borrowers
 2.10 Information
 2.11 Right of Setoff provided
 2.12 Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty
   C-14




---



##### 



ARTICLE III.
TAXES
 3.01 Payments Free of Taxes provided
 3.02 Payment of Other Taxes by Guarantor Section 3.01
 3.03 Indemnification by the Guarantor provided
 3.04 Evidence of Payment
 3.05 Treatment of Certain Refunds
 C-15




---



##### 



ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
  4.01 Existence, Qualification and Power
 4.02 Authorization; No Contravention
 4.03 Governmental Authorization; Other Consents
 4.04 Commercial Acts; No Immunity
 4.05 Binding Effect
 4.06 Latest Audited Financial Statements; No Material Adverse Effect.
  C-16




---



##### 



4.07 Litigation
 4.08 No Default
 4.09 Environmental Compliance
 4.10 Compliance with Laws
 4.11 Identifying Information
 4.12 Solvency
 4.13 Material Credit Agreements Section 5.10
 4.14 Benefit
 4.15 Guarantor Not a Trustee
 4.16 No Benefit to Related Party
 4.17 Disclosure
 C-17




---



##### 



4.18 Repeat of Representations and Warranties Article IV
 4.19 Reliance Article IV
 ARTICLE V.
AFFIRMATIVE COVENANTS
 Sections 5.01 5.02 5.03
 5.01 Financial Statements
   5.02 Certificates; Other Information
 Sections
5.01 (a) (b)
   5.03 Notices
   C-18




---



##### 



Section 5.03
 5.04 Payment of Obligations
 5.05 Preservation of Existence, Etc Section 6.02 6.03
 5.06 Maintenance of Properties; Insurance
 5.07 Compliance with Laws
 5.08 Books and Records
 5.09 Approvals and Authorizations
 5.10 Financial Covenants
 Minimum Tangible Net Worth
   C-19




---



##### 



Interest Cover Ratio
 Cashflow Gearing Ratio
  ARTICLE VI.
NEGATIVE COVENANTS
  6.01 Liens
 6.02 Fundamental Changes
   6.03 Dispositions
   6.04 Change in Nature of Business
 6.05 Transactions with Affiliates provided
 C-20




---



##### 



ARTICLE VII.
MISCELLANEOUS
 7.01 No Waiver; Cumulative Remedies
 7.02 Costs and Expenses
 7.03 Notices Schedule 10.02 Schedule 10.02
 7.04 Payment by Guarantor; Application of Payments
 First
 Second First Section 8.03
  C-21




---



##### 



7.05 Assignments, Participations, Confidentiality Section 10.07
 7.06 Loan Document Section 1.02
 7.07 Governing Law; Jurisdiction; Etc
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 SERVICE OF PROCESS
 7.08 Waiver of Jury Trial
 C-22




---



##### 



7.09 USA PATRIOT Act Notice Act
 7.10 Amendments, Etc
 7.11 Integration; Effectiveness
 7.12 Severability
 7.13 No Inconsistent Requirements
 7.14 Judgment Currency Judgment Currency Agreement Currency
 7.15 Consideration
 C-23




---



##### 



THIS DEED POLL 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.
 EXECUTEDby SIMS GROUP
    
    
    )LIMITEDin 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 applicableSignature of director
    
    
    )))
    
    
    Name of director/company secretary*Signature of director (block letters)
    
    
    )
    
    
    *delete whichever is not applicable
 C-24




---



##### 



EXHIBIT A
 FORM OF COMPLIANCE CERTIFICATE
    Guaranty Guarantor Lender
  [Use following paragraph 1 for fiscal year-end financial statements]
 Schedule 1 Section 5.01 (a)
 [Use following paragraph 1 for first fiscal half-year financial statements]
 Schedule 1 Section 5.01(b)
 [select one:]
 [To the best knowledge of the undersigned during such fiscal period, the Guarantor and each
of the Loan Parties have performed and observed each covenant and condition of the Loan Documents
applicable to it, and no Default has occurred and is continuing.]
 or
 [The following covenants or conditions have not been performed or observed and the
following is a list of each such Default and its nature and status:]
 Article IV Section 4.06 Section
5.01
 C-25




---



##### 



Schedule 2
 IN WITNESS WHEREOF
 SIMS GROUP LIMITEDBy:Name:Title:
 C-26




---



##### 



SCHEDULE
2
 C-27




---



##### 



EXHIBIT D
 FORM OF DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT
    Section 2.12 Credit Agreement Company Lender
 Designated Borrower
 Section 2.12
   Section 2.12
  D-1




---



##### 



IN WITNESS WHEREOF
 [DESIGNATED BORROWER]By:Name:Title:SIMS HUGO NEU CORPORATIONBy:Name:Title:
 D-2




---



##### 



EXHIBIT E
 FORM OF DESIGNATED BORROWER NOTICE
    Section 2.12 Credit Agreement Company Lender
   BANK OF AMERICA, N.A.By:Name:Title:
 E-1




---



##### 



AMENDMENT TO CREDIT AGREEMENT
 Amendment Company Global Trade HNE Recycling HNW Recycling SHN East SHN West Sims USA Borrowers Borrower Lender
 RECITALS
 Credit Agreement
   AGREEMENT
 1. Definitions; Interpretation Section 1.02
 2. Amendment to Credit Agreement Section 1.01
 Applicable Margin
 Eurocurrency RateLoansLetters Standby ofPricing Level
    
    Cashflow Gearing Ratio
    
    Commitment Fee
    
    Credit
    
    Prime Rate Loans1
    
    <1.00:1
    
    
    0.15
    %
    
    
    0.375
    %
    
    
    -2.55
    %2
    
    >1.00:1 but <1.25:1
    
    
    0.19
    %
    
    
    0.475
    %
    
    
    -2.45
    %3
    
    >1.25:1 but <1.75:1
    
    
    0.23
    %
    
    
    0.575
    %
    
    
    -2.35
    %4
    
    >1.75;1 but <2.75:1
    
    
    0.26
    %
    
    
    0.650
    %
    
    
    -2.30
    %5
    
    >2.75:1
    
    
    0.31
    %
    
    
    0.775
    %
    
    
    -2.25
    %
 3. Conditions to Effectiveness provided




---



##### 



Delivery of Amendment
 Confirmation of Parent Annex 1
 Representations True; No Default Article V
 Other Documents
 4. Representations and Warranties Article V
 5. No Further Amendment
 6. Reservation of Rights
 7. Miscellaneous
 Counterparts; Integration
 Severability
 Governing Law




---



##### 



IN WITNESS WHEREOF
 SIMS HUGO NEU CORPORATIONBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerSIMS HUGO NEU GLOBAL TRADE LLCBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerHNE RECYCLING LLCBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerHNW RECYCLING LLCBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerSIMS HUGO NEU EAST (GENERAL PARTNERSHIP)By:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerSIMS HUGO NEU WEST (GENERAL PARTNERSHIP)By:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial OfficerSIMS GROUP USA CORPORATIONBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Chief Financial Officer




---



##### 



BANK OF AMERICA, N.A.By:
    
    /s/ Timothy G. HolsappleName:
    
    Timothy G. HolsappleTitle:
    
    Senior Vice President




---



##### 



SECOND AMENDMENT TO CREDIT AGREEMENT
 Amendment Company Global Trade HNE
Recycling HNW Recycling SHN East SHN West Sims USA Borrowers Lender
 RECITALS
 Credit Agreement
   AGREEMENT
 1. Definitions; Interpretation. Section 1.02
 2. Amendment to Credit Agreement. Maturity Date Section 1.01
 Maturity Date provided however
 3. Conditions to Effectiveness of Amendment. provided
 Delivery of Amendment




---



##### 



Confirmation of Parent Parent Annex 1 Parent
Consent
 Payment of Expenses plus provided
 Representations True; No Default Article V
 Other Documents
 4. Representations and Warranties. Article V
 5. Assumption of Obligations. Predecessor Obligations
 6. Additional Covenants of Borrowers.
 Authorization




---



##### 



Opinions of Counsel
 Additional Event of Default
 7. No Further Amendment.
 8. Reservation of Rights.
 9. Miscellaneous.
 Counterparts; Integration
 Severability
 Governing Law




---



##### 



IN WITNESS WHEREOF
 SIMS GROUP USA
HOLDINGS CORPORATION, formerly known
as Sims Hugo Neu CorporationBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Executive Vice President & Chief Financial OfficerSIMS GROUP GLOBAL TRADE
CORPORATION,successor by merger to Sims Hugo Neu
Global Trade LLCBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Executive Vice President & Chief Financial OfficerHNE RECYCLING LLCBy:
    
    /s/ Myles A. PartridgeName:
Title:
    
    Myles A. Partridge
Executive Vice President & Chief Financial OfficerHNW RECYCLING LLCBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Executive Vice President & Chief Financial Officer




---



##### 



SIMSMETAL EAST LLC, successor to Sims Hugo Neu East
(General Partnership)By:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Executive Vice President & Chief Financial OfficerSIMSMETAL WEST LLC, successor to Sims Hugo Neu West
(General Partnership)By:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Executive Vice President & Chief Financial OfficerSIMS GROUP USA CORPORATIONBy:
    
    /s/ Myles A. PartridgeName:
    
    Myles A. PartridgeTitle:
    
    Executive Vice President & Chief Financial OfficerBANK OF AMERICA, N.A.By:
    
    /s/ Timothy G. HolsappleName:
    
    Timothy G. HolsappleTitle:
    
    Senior Vice President




---



##### 



ANNEX I
 CONSENT OF GUARANTOR
 Consent Guarantor Lender
 RECITALS
 Company Global Trade HNE Recycling HNW Recycling SHN East Sims USA Borrowers Borrower Credit Agreement
 Guaranty
 Amendment
   AGREEMENT
 1. Definitions.
 2. Consent.
 3. Ratification and Confirmation.




---



##### 



4. Representations and Warranties. Article IV
 5. Governing Law.
 6. Effectiveness.
 7. Consideration.




---



##### 



THIS CONSENT 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.
 EXECUTEDby SIMS GROUP
    
    
    )LIMITEDin accordance with section
    
    
    )127(1) of the Corporations Act 2001
    
    
    )(Cwlth) by authority of its directors:
    
    
    )))
    
    
    Signature of director/company secretary*Signature of director
    
    
    )
    
    
    *delete which is not applicable))))
    
    
    Name of director/company secretary*Signature of director (block letters)
    
    
    
    
    
    (block letters)*delete whichever is not applicable




---



##### 



THIRD AMENDMENT TO CREDIT AGREEMENT
 Amendment Company Global Trade HNE Recycling HNW Recycling SHN East SHN
West Sims USA Metal Management MM Dynamics MM Midwest MM
Ohio MM S&A 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 NY Recycling Proler Southwest Reserve Metal Dynamics MD Detroit MD Indianapolis Borrowers Borrower Lender
 RECITALS
 Credit
Agreement




---



##### 



Metal Management
Parties Metal Management Party
   AGREEMENT
 1. Definitions; Interpretation. Section 1.02
 2. Amendments to Credit Agreement.
 Amendment to Definition Section 1.01 Commitment
 Commitment
 Amendments to Schedule 5.12 Schedule 5.12 Schedule 5.10
 Amendments to Schedule 10.02 Schedule 10.02 Schedule 10.02
 3. Conditions to Effectiveness of Amendment. provided
 Delivery of Amendment
 Designated Borrower Request and Assumption Agreement Annex 1 Designated Borrower Request and
Assumption Agreement
 Designated Borrower Notice Annex 2 Designated
Borrower Notice
 Notes Annex 3 Annex 4 Notes
 Consent of Parent




---



##### 



Parent Annex 5 Parent Consent
 Authorization
   Opinions of Counsel
 Metal Management Merger
 LaSalle Credit Agreement
 Payment of Expenses plus provided
 Representations True; No Default Article V
 Other Documents




---



##### 



4. Representations and Warranties. Article V
 5. No Further Amendment.
 6. Reservation of Rights.
 7. Miscellaneous.
 Counterparts; Integration
 Severability
 Governing Law




---



##### 



IN WITNESS WHEREOF
 SIMS GROUP USA
HOLDINGS CORPORATION, formerly known as Sims Hugo Neu CorporationBy:
    
    /s/ Myles PartridgeName: Myles PartridgeTitle: Executive Vice President & Chief Financial
OfficerSIMS GROUP GLOBAL TRADE CORPORATION, successor by
merger to Sims Hugo Neu Global Trade LLCBy:
    
    /s/ Myles PartridgeName: Myles PartridgeTitle: Executive Vice President & Chief Financial
OfficerHNE RECYCLING LLCBy:
    
    /s/ Myles PartridgeName: Myles PartridgeTitle: Executive Vice President & Chief Financial
OfficerHNW RECYCLING LLCBy:
    
    /s/ Myles PartridgeName: Myles PartridgeTitle: Executive Vice President & Chief Financial
OfficerSIMSMETAL EAST
LLC, successor to Sims Hugo Neu East
(General Partnership)By:
    
    /s/ Myles PartridgeName: Myles PartridgeTitle: Executive Vice President & Chief Financial
Officer




---



##### 



SIMSMETAL WEST LLC, successor to Sims Hugo Neu
West (General Partnership)By:
    
    /s/ Myles PartridgeName: Myles PartridgeTitle: Executive Vice President & Chief Financial
OfficerSIMS GROUP USA CORPORATIONBy:
    
    /s/ Myles PartridgeName: Myles PartridgeTitle: Executive Vice President & Chief Financial
OfficerMETAL MANAGEMENT, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Executive Vice President and Chief
Financial OfficerMM METAL DYNAMICS HOLDINGS, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT MIDWEST, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT OHIO, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice President




---



##### 



METAL MANAGEMENT S&A HOLDINGS, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT WEST COAST HOLDINGS, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT PROLER SOUTHWEST, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentPROLER SOUTHWEST GP, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentNAPORANO IRON & METAL, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT NORTHEAST, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice President




---



##### 



METAL MANAGEMENT NEW HAVEN, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentCIM TRUCKING, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT ALABAMA, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT ARIZONA, L.L.C.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT CONNECTICUT, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice President




---



##### 



METAL MANAGEMENT INDIANA, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT MEMPHIS, L.L.C.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT MISSISSIPPI, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT PITTSBURGH, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL MANAGEMENT WEST, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentNEW YORK RECYCLING VENTURES, INC.By:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice President




---



##### 



PROLER SOUTHWEST LPBy:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentRESERVE IRON & METAL LIMITED PARTNERSHIPBy:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL DYNAMICS LLCBy:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL DYNAMICS DETROIT LLCBy:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentMETAL DYNAMICS INDIANAPOLIS LLCBy:
    
    /s/ Robert C. LarryName: Robert C. LarryTitle: Vice PresidentBANK OF AMERICA, N.A.By:
    
    /s/ Timothy G. HolsappleName: Timothy G. HolsappleTitle: Senior Vice President




---



##### 



SCHEDULE 5.10
 SUBSIDIARIES, OTHER EQUITY INVESTMENTS
 AND EQUITY INTERESTS IN THE BORROWERS
 Subsidiaries
 Borrower
    
    Subsidiary
    
    Ownership of Subsidiaries1.
    
    
    Sims Group USA Holdings 
Corporation
    
    SHN Co., LLC
    
    Sims Group USA Holdings
Corporation (100%)HNE Recycling LLC
    
    Sims Group USA Holdings
Corporation (100%)Sims Group USA Corporation
    
    Sims Group USA Holdings
Corporation (100%)HNW Recycling LLC
    
    SHN Co., LLC (100%)Sims Group Global Trade
Corporation
    
    HNE Recycling LLC (100%)Simsmetal West LLC
    
    HNW Recycling LLC (50%),
HNE Recycling LLC (50%)Simsmetal East LLC
    
    HNW Recycling LLC (50%),
HNE Recycling LLC (50%)Dover Barge Company
    
    HNW Recycling LLC (50%),
HNE Recycling LLC (50%)North Carolina Resource
Conservation LLC
    
    HNW Recycling LLC (50%),
HNE Recycling LLC (50%)Schiabo Larovo Corporation
    
    Simsmetal East LLC (100%)2.
    
    
    Sims Group Global Trade 
Corporation
    
    None
    
    N/A3.
    
    
    HNE Recycling LLC
    
    Sims Group Global Trade
Corporation
    
    HNE Recycling LLC (100%)4.
    
    
    HNW Recycling LLC
    
    None
    
    N/A5.
    
    
    Simsmetal East LLC
    
    Schiabo Larovo Corporation
    
    Simsmetal East LLC (100%)6.
    
    
    Simsmetal West LLC
    
    None
    
    N/A7.
    
    
    Sims Group USA Corporation
    
    None
    
    N/A8.
    
    
    Metal Management, Inc.
    
    MM Metal Dynamics Holdings,
Inc.
    
    Metal Management, Inc. (100%)Metal Management Midwest, Inc.
    
    Metal Management, Inc. (100%)Metal Management Ohio, Inc.
    
    Metal Management, Inc. (100%)Metal Management S&A
Holdings, Inc.
    
    Metal Management, Inc. (100%)Metal Management West Coast
Holdings, Inc.
    
    Metal Management, Inc. (100%)




---



##### 



Borrower
    
    Subsidiary
    
    Ownership of SubsidiariesMetal Management Proler
Southwest, Inc.
    
    Metal Management, Inc. (100%)Proler Southwest GP, Inc.
    
    Metal Management, Inc. (100%)Naporano Iron & Metal, Inc.
    
    Metal Management, Inc. (100%)Metal Management Northeast,
Inc.
    
    Metal Management, Inc. (100%)Metal Management New Haven,
Inc.
    
    Metal Management, Inc. (100%)CIM Trucking, Inc.
    
    Metal Management Midwest,
Inc. (100%)Metal Management Aerospace,
Inc.
    
    Metal Management S&A
Holdings, Inc. (100%)Metal Management Alabama, Inc.
    
    Proler Southwest LP (100%)Metal Management Arizona,
L.L.C.
    
    Metal Management West Coast
Holdings, Inc. (100%)Metal Management Connecticut,
Inc.
    
    Metal Management Northeast,
Inc. (100%)Metal Management Indiana, Inc.
    
    Metal Management Midwest,
Inc. (100%)Metal Management Memphis,
L.L.C.
    
    Metal Management Midwest,
Inc. (100%)Metal Management Mississippi,
Inc.
    
    Proler Southwest LP (100%)Metal Management Pittsburgh,
Inc.
    
    Metal Management S&A
Holdings, Inc. (100%)Metal Management West, Inc.
    
    Metal Management West Coast
Holdings, Inc. (100%)New York Recycling Ventures,
Inc.
    
    Metal Management Northeast,
Inc. (100%)Proler Southwest LP
    
    Metal Management Proler
Southwest, Inc. (99%) (LP)
Proler Southwest GP, Inc.
(1%) (GP)Reserve Iron & Metal Limited
Partnership
    
    Metal Management, Inc. (75%)
(LP)
Metal Management Ohio, Inc.
(25%) (GP)Metal Dynamics LLC
    
    MM Metal Dynamics Holdings,
Inc. (100%)Metal Dynamics Detroit LLC
    
    Metal Dynamics LLC (100%)Metal Dynamics Indianapolis
LLC
    
    Metal Dynamics LLC (100%)




---



##### 



Borrower
    
    Subsidiary
    
    Ownership of Subsidiaries9.
    
    
    MM Metal Dynamics Holdings,
Inc.
    
    Metal Dynamics LLC
    
    MM Metal Dynamics Holdings,
Inc. (100%)Metal Dynamics Detroit LLC
    
    Metal Dynamics LLC (100%)Metal Dynamics Indianapolis
LLC
    
    Metal Dynamics LLC (100%)10.
    
    
    Metal Management Midwest, Inc.
    
    CIM Trucking, Inc.
    
    Metal Management Midwest,
Inc. (100%)Metal Management Indiana, Inc.
    
    Metal Management Midwest,
Inc. (100%)Metal Management Memphis,
L.L.C.
    
    Metal Management Midwest,
Inc. (100%)11.
    
    
    Metal Management Ohio, Inc.
    
    Reserve Iron & Metal Limited
Partnership
    
    Metal Management, Inc. (75%)
(LP)
Metal Management Ohio, Inc.
(25%) (GP)12.
    
    
    Metal Management S&A
Holdings, Inc.
    
    Metal Management Aerospace,
Inc.
    
    Metal Management S&A
Holdings, Inc. (100%)Metal Management Pittsburgh,
Inc.
    
    Metal Management S&A
Holdings, Inc. (100%)13.
    
    
    Metal Management West Coast
Holdings, Inc.
    
    Metal Management Arizona,
L.L.C.
    
    Metal Management West Coast
Holdings, Inc. (100%)Metal Management West, Inc.
    
    Metal Management West Coast
Holdings, Inc. (100%)14.
    
    
    Metal Management Proler
Southwest, Inc.
    
    Proler Southwest LP
    
    Metal Management Proler
Southwest, Inc. (99%) (LP)
Proler Southwest GP, Inc.
(1%) (GP)Metal Management Mississippi,
Inc.
    
    Proler Southwest LP (100%)Metal Management Alabama, Inc.
    
    Proler Southwest LP (100%)15.
    
    
    Proler Southwest GP, Inc.
    
    Proler Southwest LP
    
    Metal Management Proler
Southwest, Inc. (99%) (LP)
Proler Southwest GP, Inc.
(1%) (GP)Metal Management Alabama, Inc.
    
    Proler Southwest LP (100%)Metal Management Mississippi,
Inc.
    
    Proler Southwest LP (100%)16.
    
    
    Naporano Iron & Metal, Inc.
    
    None
    
    N/A17.
    
    
    Metal Management Northeast,
Inc.
    
    Metal Management Connecticut,
Inc.
    
    Metal Management Northeast,
Inc. (100%)New York Recycling Ventures,
Inc.
    
    Metal Management Northeast,
Inc. (100%)




---



##### 



Borrower
    
    Subsidiary
    
    Ownership of Subsidiaries18.
    
    
    Metal Management New Haven,
Inc.
    
    None
    
    N/A19.
    
    
    CIM Trucking, Inc.
    
    None
    
    N/A20.
    
    
    Metal Management Alabama, Inc.
    
    None
    
    N/A21.
    
    
    Metal Management Arizona,
L.L.C.
    
    None
    
    N/A22.
    
    
    Metal Management Connecticut,
Inc.
    
    None
    
    N/A23.
    
    
    Metal Management Indiana, Inc.
    
    None
    
    N/A24.
    
    
    Metal Management Memphis,
L.L.C.
    
    None
    
    N/A25.
    
    
    Metal Management Mississippi,
Inc.
    
    None
    
    N/A26.
    
    
    Metal Management Pittsburgh,
Inc.
    
    None
    
    N/A27.
    
    
    Metal Management West, Inc.
    
    None
    
    N/A28.
    
    
    New York Recycling Ventures,
Inc.
    
    None
    
    N/A29.
    
    
    Proler Southwest LP
    
    Metal Management Alabama, Inc.
    
    Proler Southwest LP (100%)Metal Management Mississippi,
Inc.
    
    Proler Southwest LP (100%)30.
    
    
    Reserve Iron & Metal Limited 
Partnership
    
    None
    
    N/A31.
    
    
    Metal Dynamics LLC
    
    None
    
    N/A32.
    
    
    Metal Dynamics Detroit LLC
    
    None
    
    N/A33.
    
    
    Metal Dynamics Indianapolis 
LLC
    
    None
    
    N/A
 Other Equity Investments
 Borrower
    
    Other Entities (% owned by Borrower)1.
    
    
    Sims Group USA Holdings 
Corporation
    
    None2.
    
    
    Sims Group Global Trade 
Corporation
    
    None3.
    
    
    HNE Recycling LLC
    
    Dover Barge Company (50%)
Simsmetal East LLC (50%)
North Carolina Resource Conservation LLC (50%)
Simsmetal West LLC (50%)4.
    
    
    HNW Recycling LLC
    
    Dover Barge Company (50%)
Simsmetal East LLC (50%)
North Carolina Resource Conservation LLC (50%)
Simsmetal West LLC (50%)




---



##### 



Borrower
    
    Other Entities (% owned by Borrower)5.
    
    
    Simsmetal East LLC
    
    None6.
    
    
    Simsmetal West LLC
    
    SA Recycling LLC (50%)7.
    
    
    Sims Group USA Corporation
    
    None8.
    
    
    Metal Management, Inc.
    
    None9.
    
    
    MM Metal Dynamics Holdings,
Inc.
    
    None10.
    
    
    Metal Management Midwest, Inc.
    
    Rondout Iron & Metal Company, LLC (50%)
Metal Management Nashville, LLC (50%)11.
    
    
    Metal Management Ohio, Inc.
    
    None12.
    
    
    Metal Management S&A
Holdings, Inc.
    
    None13.
    
    
    Metal Management West Coast
Holdings, Inc.
    
    None14.
    
    
    Metal Management Proler
Southwest, Inc.
    
    None15.
    
    
    Proler Southwest GP, Inc.
    
    None16.
    
    
    Naporano Iron & Metal, Inc.
    
    Port Albany Ventures LLC (50%)17.
    
    
    Metal Management Northeast,
Inc.
    
    None18.
    
    
    Metal Management New Haven,
Inc.
    
    None19.
    
    
    CIM Trucking, Inc.
    
    None20.
    
    
    Metal Management Alabama, Inc.
    
    None21.
    
    
    Metal Management Arizona,
L.L.C.
    
    None22.
    
    
    Metal Management Connecticut,
Inc.
    
    None23.
    
    
    Metal Management Indiana, Inc.
    
    None24.
    
    
    Metal Management Memphis,
L.L.C.
    
    None25.
    
    
    Metal Management Mississippi,
Inc.
    
    None26.
    
    
    Metal Management Pittsburgh,
Inc.
    
    None27.
    
    
    Metal Management West, Inc.
    
    None28.
    
    
    New York Recycling Ventures,
Inc.
    
    None29.
    
    
    Proler Southwest LP
    
    None




---



##### 



Borrower
    
    Other Entities (% owned by Borrower)30.
    
    
    Reserve Iron & Metal Limited 
Partnership
    
    None31.
    
    
    Metal Dynamics LLC
    
    None32.
    
    
    Metal Dynamics Detroit LLC
    
    None33.
    
    
    Metal Dynamics Indianapolis 
LLC
    
    None
 Owners of Equity Interests in the Borrowers
 Borrower
    
    Parent (% owned by Parent)1.
    
    
    Sims Group USA Holdings 
Corporation
    
    Sims Group Limited (100%)2.
    
    
    Sims Group Global Trade 
Corporation
    
    HNE Recycling LLC (100%)3.
    
    
    HNE Recycling LLC
    
    Sims Group USA Holdings Corporation (100%)4.
    
    
    HNW Recycling LLC
    
    SHN Co., LLC (100%)5.
    
    
    Simsmetal East LLC
    
    HNE Recycling LLC (50%)
HNW Recycling LLC (50%)6.
    
    
    Simsmetal West LLC
    
    HNE Recycling LLC (50%)
HNW Recycling LLC (50%)7.
    
    
    Sims Group USA Corporation
    
    Sims Group USA Holdings Corporation (100%)8.
    
    
    Metal Management, Inc.
    
    Sims Group Limited (100%)9.
    
    
    MM Metal Dynamics Holdings,
Inc.
    
    Metal Management, Inc. (100%)10
    
    
    Metal Management Midwest, Inc.
    
    Metal Management, Inc. (100%)11.
    
    
    Metal Management Ohio, Inc.
    
    Metal Management, Inc. (100%)12.
    
    
    Metal Management S&A
Holdings, Inc.
    
    Metal Management, Inc. (100%)13.
    
    
    Metal Management West Coast
Holdings, Inc.
    
    Metal Management, Inc. (100%)14.
    
    
    Metal Management Proler
Southwest, Inc.
    
    Metal Management, Inc. (100%)15.
    
    
    Proler Southwest GP, Inc.
    
    Metal Management, Inc. (100%)16.
    
    
    Naporano Iron & Metal, Inc.
    
    Metal Management, Inc. (100%)17.
    
    
    Metal Management Northeast,
Inc.
    
    Metal Management, Inc. (100%)18.
    
    
    Metal Management New Haven,
Inc.
    
    Metal Management, Inc. (100%)19.
    
    
    CIM Trucking, Inc.
    
    Metal Management Midwest, Inc. (100%)20.
    
    
    Metal Management Alabama, Inc.
    
    Proler Southwest LP (100%)21.
    
    
    Metal Management Arizona,
L.L.C.
    
    Metal Management West Coast Holdings, Inc. (100%)




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##### 



Borrower
    
    Parent (% owned by Parent)22.
    
    
    Metal Management Connecticut,
Inc.
    
    Metal Management Northeast, Inc. (100%)23.
    
    
    Metal Management Indiana, Inc.
    
    Metal Management Midwest, Inc. (100%)24.
    
    
    Metal Management Memphis,
L.L.C.
    
    Metal Management Midwest, Inc. (100%)25.
    
    
    Metal Management Mississippi,
Inc.
    
    Proler Southwest LP (100%)26.
    
    
    Metal Management Pittsburgh,
Inc.
    
    Metal Management S&A Holdings, Inc. (100%)27.
    
    
    Metal Management West, Inc.
    
    Metal Management West Coast Holdings, Inc. (100%)28.
    
    
    New York Recycling Ventures,
Inc.
    
    Metal Management Northeast, Inc. (100%)29.
    
    
    Proler Southwest LP
    
    Metal Management Proler Southwest, Inc. (99%) (LP)
Proler Southwest GP, Inc. (1%) (GP)30.
    
    
    Reserve Iron & Metal Limited 
Partnership
    
    Metal Management, Inc. (75%) (LP)
Metal Management Ohio, Inc. (25%) (GP)31.
    
    
    Metal Dynamics LLC
    
    MM Metal Dynamics Holdings, Inc. (100%)32.
    
    
    Metal Dynamics Detroit LLC
    
    Metal Dynamics LLC (100%)33.
    
    
    Metal Dynamics Indianapolis
LLC
    
    Metal Dynamics LLC (100%)




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##### 



SCHEDULE 10.02
 LENDERS OFFICE;
CERTAIN ADDRESSES FOR NOTICES
 COMPANY
and DESIGNATED BORROWERS:
 Attention:
    
    Myles PartridgeEVP and CFOTelephone:
    
    (212) 500-7507Telecopier:
    
    (212) 604-0722Electronic Mail:
    
    mpartridge@us.sims-group.comWebsite Address:
    
    www.sims-group.com
 U.S. Taxpayer Identification Number(s):Sims Group USA Holdings Corporation
    
    
    20-3622384Sims Group Global Trade Corporation
    
    
    20-8474694HNE Recycling LLC
    
    
    42-1682531HNW Recycling LLC
    
    
    20-2880190SimsMetal East LLC
    
    
    20-8484120SimsMetal West LLC
    
    
    20-8484184Sims Group USA Corporation
    
    
    94-3053218Metal Management, Inc.
    
    
    94-2835068MM Metal Dynamics Holdings, Inc.
    
    
    20-8828154Metal Management Midwest, Inc.
    
    
    36-2582686Metal Management Ohio, Inc.
    
    
    34-0901723Metal Management S&A Holdings, Inc.
    
    
    25-1619177Metal Management West Coast Holdings, Inc.
    
    
    36-4325792Metal Management Proler Southwest, Inc.
    
    
    35-2265134Proler Southwest GP, Inc.
    
    
    20-3916027Naporano Iron & Metal, Inc.
    
    
    36-4325790Metal Management Northeast, Inc.
    
    
    22-1449923Metal Management New Haven, Inc.
    
    
    36-4345073CIM Trucking, Inc.
    
    
    36-4035047Metal Management Alabama, Inc.
    
    
    36-4218674Metal Management Arizona, L.L.C.
    
    
    86-0819529Metal Management Connecticut, Inc.
    
    
    06-1516622Metal Management Indiana, Inc.
    
    
    36-3197180Metal Management Memphis, L.L.C.
    
    
    62-1600547Metal Management Mississippi, Inc.
    
    
    76-0570379Metal Management Pittsburgh, Inc.
    
    
    36-4235943Metal Management West, Inc.
    
    
    84-0888787New York Recycling Ventures, Inc.
    
    
    20-5968735Proler Southwest LP
    
    
    36-4169987Reserve Iron & Metal Limited Partnership
    
    
    34-1658201Metal Dynamics LLC
    
    
    74-3161971Metal Dynamics Detroit LLC
    
    
    20-8827974Metal Dynamics Indianapolis LLC
    
    
    20-8828030
 LENDER:   (for payments and Requests for Credit Extensions):




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##### 



Attention:
    
    Chris P PotterTelephone:
    
    (925) 675-8027Telecopier:
    
    (888) 969-2419Electronic Mail:
    
    chris.p.potter@bankofamerica.com
 Lenders Domestic Wire InstructionsBank Name:
    
    Bank of America NA NY NYABA/Routing No.:
    
    026009593Account Name:
    
    Credit Services WestAccount No.:
    
    3750836479Attention:
    
    Chris P PotterReference:
    
    Sims Group USA Holdings Corporation
 Lenders Foreign Wire InstructionsCurrency:
    
    Australian Dollars (AUD)Bank Name:
    
    Bank of America SydneySwift/Routing No.:
    
    BOFAAUSXAccount Name:
    
    Grand Cayman Unit #1207Account No.:
    
    96272016Attention:
    
    Grand Cayman Unit #1207Reference:
    
    Sims Group USA Holdings Corporation
 Lenders Foreign Wire InstructionsCurrency:
    
    Euro Currency (EUR)Bank Name:
    
    Bank of America LondonSwift/Routing No.:
    
    BOFAGB22Account Name:
    
    Grand Cayman Unit #1207Account No.:
    
    96272019Attention:
    
    Grand Cayman Unit #1207Reference:
    
    Sims Group USA Holdings Corporation
 Lenders Foreign Wire InstructionsCurrency:
    
    British Pounds Sterling (GBP)Bank Name:
    
    Bank of America LondonSwift/Routing No.:
    
    BOFAGB22Account Name:
    
    Grand Cayman Unit #1207Account No.:
    
    96272027FFC Account Name:
    
    Sort Code 16-50-50Attention:
    
    Grand Cayman Unit #1207Reference:
    
    Sims Group USA Holdings Corporation
 Lenders Foreign Wire InstructionsCurrency:
    
    Japanese Yen (JPY)Bank Name:
    
    Bank of America TokyoSwift/Routing No.:
    
    BOFAJPJXAccount Name:
    
    Grand Cayman Unit #1207Account No.:
    
    96272011Attention:
    
    Grand Cayman Unit #1207Reference:
    
    Sims Group USA Holdings Corporation
 Other Notices as Lender:




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##### 



Attention:
    
    Timothy G. HolsappleSenior Vice PresidentTelephone:
    
    (206) 358-3130Facsimile:
    
    (206) 358-3971Electronic Mail:
    
    tim.holsapple@bankamerica.com




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##### 



ANNEX 1
 DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT
    Section 2.12 Credit Agreement Company Lender
 Metal Management MM Dynamics MM Midwest MM Ohio MM S&A 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 MD Indianapolis Designated Borrowers Designated Borrower
 Section 2.12
  Designated Borrower
    
    U.S. taxpayer identification numberMetal Management, Inc.
    
    94-2835068MM Metal Dynamics Holdings, Inc.
    
    20-8828154Metal Management Midwest, Inc.
    
    36-2582686Metal Management Ohio, Inc.
    
    34-0901723




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##### 



Designated Borrower
    
    U.S. taxpayer identification numberMetal Management S&A Holdings, Inc.
    
    25-1619177Metal Management West Coast Holdings, Inc.
    
    36-4325792Metal Management Proler Southwest, Inc.
    
    35-2265134Proler Southwest GP, Inc.
    
    20-3916027Naporano Iron & Metal, Inc.
    
    36-4325790Metal Management Northeast, Inc.
    
    22-1449923Metal Management New Haven, Inc.
    
    36-4345073CIM Trucking, Inc.
    
    36-4035047Metal Management Alabama, Inc.
    
    36-4218674Metal Management Arizona, L.L.C.
    
    86-0819529Metal Management Connecticut, Inc.
    
    06-1516622Metal Management Indiana, Inc.
    
    36-3197180Metal Management Memphis, L.L.C.
    
    62-1600547Metal Management Mississippi, Inc.
    
    76-0570379Metal Management Pittsburgh, Inc.
    
    36-4235943Metal Management West, Inc.
    
    84-0888787New York Recycling Ventures, Inc.
    
    20-5968735Proler Southwest LP
    
    36-4169987Reserve Iron & Metal Limited Partnership
    
    34-1658201Metal Dynamics LLC
    
    74-3161971Metal Dynamics Detroit LLC
    
    20-8827974Metal Dynamics Indianapolis LLC
    
    20-8828030
  Section 2.12




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##### 



IN WITNESS WHEREOF
 METAL MANAGEMENT, INC.By:Name:Title:MM METAL DYNAMICS HOLDINGS, INC.By:Name:Title:METAL MANAGEMENT MIDWEST, INC.By:Name:Title:METAL MANAGEMENT OHIO, INC.By:Name:Title:METAL MANAGEMENT S&A HOLDINGS, INC.By:Name:Title:




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##### 



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




---



##### 



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 LPBy:Name:Title:RESERVE IRON & METAL LIMITED PARTNERSHIPBy:Name:Title:




---



##### 



METAL DYNAMICS LLCBy:Name:Title:METAL DYNAMICS DETROIT LLCBy:Name:Title:METAL DYNAMICS INDIANAPOLIS LLCBy:Name:Title:SIMS GROUP USA
HOLDINGS CORPORATION, formerly known as Sims Hugo Neu CorporationBy:Name:Title:




---



##### 



ANNEX 2
 DESIGNATED BORROWER NOTICE
  To:
    
    Sims Group USA Holdings Corporation,
formerly known as Sims Hugo Neu Corporation
  Section 2.12 Credit Agreement Company Lender




---



##### 



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




---



##### 



ANNEX 3
 FORM OF AMENDED AND RESTATED NOTE
 $200,000,000
    
    March ___, 2008
 Borrower Lender Agreement
 Prior
Note




---



##### 



[BORROWER / APPLICABLE DESIGNATED BORROWER]By:Name:Title:




---



##### 



ANNEX 4
 FORM OF NOTE
 $200,000,000
    
    March ___, 2008
 Borrower Lender Agreement




---



##### 



[APPLICABLE DESIGNATED BORROWER]By:Name:Title:




---



##### 



ANNEX 5
 CONSENT OF GUARANTOR
 Consent Guarantor Lender
 RECITALS
 Company Global Trade HNE Recycling HNW Recycling SHN East SHN
West Sims USA Metal Management MM Dynamics MM Midwest MM
Ohio MM S&A 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 MD Indianapolis Borrowers Borrower Credit Agreement
 Guaranty




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##### 



Amendment
   AGREEMENT
 1. Definitions.
 2. Consent.
 3. Ratification and Confirmation.
 4. Representations and Warranties. Article IV
 5. Governing Law.
 6. Effectiveness.
 7. Consideration.




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##### 



THIS CONSENT 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.
 EXECUTEDby SIMS GROUP LIMITEDin
    
    
    )accordance with section 127(1) of
    
    
    )the Corporations Act 2001 (Cwlth) by
    
    
    )authority of its directors:
    
    
    ))))Signature of director
    
    
    )
    
    
    Signature of director/company secretary*)
    
    
    *delete whichever is not applicable)))Signature of director (block letters)
    
    
    
    
    
    Name of director/company secretary* (block letters)*delete whichever is not applicable