Exhibit 4.26
 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.
 Letter of Offer
 Sims Metal Management Limited
(Sims)
 National Australia Bank Limited
(Bank)
 
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MULTICURRENCY REVOLVING FLOATING RATE CASH
ADVANCE FACILITY  LETTER OF OFFER
 1
    
    PRELIMINARY1.1
    
    OfferNational Australia Bank Limited ABN 12 004 044 937 (Bank) is pleased to offer Sims Metal
Management Limited ABN 69 114 838 630 (Sims) and each other Original Borrower listed in
Schedule 1 below (together with Sims, each an Original Borrower) a Facility, on and subject
to:
 (a)
    
    the terms set out in this Letter of Offer; and(b)
    
    the terms set out in the deed entitled Standard Terms dated on or about the
date of this Letter of Offer, between, among others, Sims and the Bank (Standard
Terms).
   Offer Expiry Date Acceptance Date
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2
    
    FACILITY DETAILS
 FACILITY DETAILS
 2.1 Maximum amount of
financial
accommodation
available to all
Borrowers at any
time during the
Availability Period:
    
    A$100,000,000.00 (as reduced, the Commitment).

That maximum applies to the Borrowers as a whole and is not a
limit applying to each Borrower individually.2.2 Cancellation:
    
    Sims may cancel all or part of the undrawn Commitment on
twenty (20) Business Days notice to the Bank. A partial
cancellation must be at least A$5,000,000 and a whole multiple of
A$1,000,000. Once given, the notice is irrevocable. The
Commitment reduces by the amount of any cancellation.The Commitment will be automatically cancelled on the last day of
the Term or as otherwise agreed in writing.2.3 Margin:
    
    The Margin is payable on Advances drawn under the Facility
and will vary as set out in the following grid calculated as at
the relevant time based on Total Finance Debt and EBITDA as
disclosed in the most recent Financial Report provided to the
Bank).Total FinanceDebt / EBITDA                   
                  
              
                 Margin[*]                                         
                                  [*]2.4 Nature of
Facility:
    
    The Facility is revolving.2.5 Interest Rate:
    
    For each Advance having an Interest Period of 7 days, 14
days or 1, 2, 3, 4, 5 or 6 months, the Base Rate (as defined in
clause 9) plus the Margin (determined at the same time as the
Base Rate is determined for an Interest Period) and (in the case
of Advances denominated in Alternative Currencies) the Mandatory
Cost, as applicable if the Bank is required to comply with any
requirements of any of the Bank of England, or the Financial
Services Authority (or, in either case, any other authority which
replaces or all any of its functions) or the European Central
Bank, as calculated under the formulae attached to this letter.2.6 Term:
    
    The period:     from the Acceptance Date;     to the date which is 2 years after the Acceptance Date,
subject to extension under clause 2.7 of the terms of this Letter
of Offer (Repayment Date).2.7 Extension of Term:
    
    (a)   On or around the date that is 1 year prior to the then
current Repayment Date, the Bank may, at its option (without
being obliged to do so), by notice in writing to Sims, extend the
Facility by 12 months from the then current Repayment
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Date on such terms as determined by the Bank at the time it gives
notice. Such notice will be effective upon the date stated in
the notice.(b)  If the Bank does not notify Sims in writing that it chooses
to extend the Facility, the then current Repayment Date will
continue to apply.2.8 Repayment:
    
    In one sum the total of the Advances on the Repayment Date.2.9 Fees:- [*]
    
    [*]- Commitment fee
    
    Sims must pay a fee of [*]of the applicable Margin on the relevant day, calculated on the daily amount of the undrawn
portion of the Commitment from the date Sims signs this Letter of
Offer, payable in arrears on the last Business Day of each
calendar quarter and on the day the Commitment is cancelled (or
at other intervals designated by the Bank from time to time).
The Commitment Fee is calculated on actual days elapsed using a
365 day year.2.10 Purpose:
    
    For acquisition financing and for general corporate purposes.2.11 Security:
    
    s Guarantee dated on or about the Acceptance Date between
Sims and others.s The Standard Terms.
 3
    
    DRAWINGS3.1
    
    Facility
 (a)
    
    Sims and any Borrower can draw an Advance under the Facility on any Business
Day.
 (b)
    
    If a Borrower wants a drawdown, it agrees to give a Drawdown Notice to the Bank
by fax (with original to follow promptly):
 (i)
    
    for a drawing in Australian dollars, by 10.00 am (Sydney time)
on the second Business Day before the Business Day it wants the drawdown at the
Sydney Branch; or
 (ii)
    
    for a drawing in an Alternative Currency, by 10.00 am (Sydney
time) on the third Business Day before the Business Day it wants the drawdown
at the Banks Offshore Banking Unit through the Transaction Management Group
address, copied to the Sydney Branch.
 (c)
    
    A Drawdown Notice is effective when the Bank actually receives it in legible
form. An effective Drawdown Notice is irrevocable.
 (d)
    
    The currency of each Advance shall be Australian dollars, US dollars, Pounds
Sterling, Euros or, subject to availability, another Alternative Currency.
 (e)
    
    The Original Dollar Amount of all outstanding Advances together with the
Original Dollar Amount of any requested Advance must not exceed the Commitment.
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(f)
    
    Advances in Australian dollars will be made by the Sydney Branch.
 (g)
    
    Advances in Alternative Currencies will be made by:
 (i)
    
    the Banks Offshore Banking Unit at the Banks absolute
discretion, but only if the Borrower of the relevant Advance is not a resident
of Australia for tax purposes and also not acting through a permanent
establishment in Australia; or
 (ii)
    
    in the case where the Offshore Banking Unit does not wish to
provide the relevant Advance:
 (A)
    
    the Sydney Branch, in the case of drawings in
GBP;(B)
    
    the Sydney Branch in the case of drawings in
euro; or(C)
    
    the Sydney Branch in the case of drawings in
USD,
  3.2
    
    Minimum denominationsEach Advance must have a minimum amount as follows:
 (a)
    
    if in Australian dollars, A$5,000,000; with an integral multiple of
A$1,000,000;
 (b)
    
    if in US dollars, US$5,000,000; with an integral multiple of US$1,000,000;
 (c)
    
    if in Pounds Sterling, GBP5,000,000; with an integral multiple of GBP1,000,000;
 (d)
    
    if in euros, EURO5,000,000, with an integral multiple of EURO1,000,000;
 (e)
    
    if in another Alternative Currency, a minimum amount and integral multiple as
advised by the Bank,
 or which is equal to the amount remaining for the undrawn Commitment.Advances in no more than three (3) currencies may be outstanding at any one time.3.3
    
    Conditions Precedent to first drawdownThe obligations of the Bank pursuant to this Letter of Offer are subject to, and each
Borrower agrees not to request the first drawdown until, the Bank has received every item
listed in this clause 3.3 (Conditions precedent to first drawdown), each in form and
substance satisfactory to the Bank:
 (a)
    
    (Bank Documents) original signed counterparts of:
 (i)
    
    this Letter of Offer;
 (ii)
    
    the Standard Terms; and
 (iii)
    
    the Group Guarantee;
 signed and delivered by each party and, if required by the Bank, in each case
evidence of its stamping and registration;(b)
    
    (Verification Certificates) in relation to each Undertaking Company, a
Verification Certificate dated no earlier than the Acceptance Date;
 (c)
    
    [*]
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(d)
    
    (disbursements) reimbursement for the cost of any company searches the Bank
may conduct in respect of this Letter of Offer; and
 (e)
    
    (company searches) the results of all searches required by the Bank with
respect to each Undertaking Company;
 (f)
    
    (Drawdown Notice) a Drawdown Notice for the Advance in the place, and by the
time, required under this Letter of Offer;
 (g)
    
    (other documents) any other conditions precedent specified in a Bank Document;
 (h)
    
    (know your customer) any document or other information that the Bank requests
to enable the Bank to comply with its relevant know your customer and anti-money
laundering requirements in connection with the transactions contemplated by the Bank
Documents; and
 (i)
    
    (other information) ensure the Bank has received all other documents and other
information the Bank reasonably requests.
 3.4
    
    Conditions to all drawdownsThe Bank is not obliged to provide an Advance unless:
 (a)
    
    (Availability Period) it is to be provided during the Availability Period; and
 (b)
    
    (Commitment) the Bank is satisfied that after providing the accommodation the
Commitment would not be exceeded; and
 (c)
    
    (Drawdown Notice) the Bank has received a Drawdown Notice in respect of it in
the place, and by the time, required under this Letter of Offer; and
 (d)
    
    (Representations and warranties) the Bank is satisfied that the
representations and warranties in clause 2 (Representations and warranties) of the
Standard Terms and the statements in the Drawdown Notice are correct and not misleading
at the date of the Drawdown Notice and at the date the accommodation is provided; and
 (e)
    
    (no Event of Default, Potential Event of Default, Review Event) the Bank is
satisfied that no Event of Default or Potential Event of Default, or Review Event is
continuing, or would result from the accommodation being provided; and
 (f)
    
    (know your customer) the Bank has received any document or other information
that the Bank requests to enable the Bank to comply with its relevant know your
customer and anti-money laundering requirements in connection with the transactions
contemplated by the Bank Documents that it has not already received as a condition
precedent to the first drawdown.
 Each condition to drawdown is for the sole benefit of the Bank and may be waived by it.3.5
    
    The Banks right to draw Bills
 (a)
    
    At any time, the Bank may prepare at its cost reliquification Bills in respect
of an Australian dollar Advance and deal with them as it sees fit. These Bills must
mature on or before the end of the Interest Period for the Advance, and their total
face amount must not be more than the total amount of principal and interest of that
Advance.(b)
    
    For value, Sims and each other Borrower irrevocably authorises the Bank (or
those authorised by it) to prepare and sign those Bills on the Borrowers behalf, as
drawer, endorser or both. Each Borrower irrevocably appoints the Bank and each
Authorised Officer of the Bank individually as its attorney to draw the Bills and
agrees to ratify all action taken by an attorney under this clause.
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(c)
    
    The Bank will indemnify Sims and each other Borrower against any liability,
loss, cost and expense in relation to the Bills. If a reliquification Bill is
presented to Sims or a Borrower and it pays it, the amount of that payment will be
taken to have been applied against the amounts it owes under this letter. Otherwise,
the indemnity obligation will not affect a Borrowers obligations under this letter in
any way.
 (d)
    
    Sims and each Borrower must make payments in relation to an Advance even though
reliquification Bills are outstanding in relation to that Advance.
 4
    
    CALCULATION OF INTEREST4.1
    
    Interest charges
 (a)
    
    Each Borrower agrees to pay interest on each Advance made to it for each of its
Interest Periods at the applicable Interest Rate.
 (b)
    
    Interest accrues daily on each Advance from and including the first day of an
Interest Period to but excluding the last day of the Interest Period at the Interest
Rate.
 (c)
    
    Interest is calculated on actual days elapsed and a year of 365 days for
Australian dollars and Pounds Sterling and a year of 360 days for United States dollars
and Euros. For other Alternative Currencies, the basis will be advised by the Bank.
 4.2
    
    Payment of interestInterest in respect of an Advance will be payable by the Borrower of that Advance in arrears
on each relevant Interest Payment Date and on repayment or prepayment of the relevant
Advance.
 4.3
    
    Notification of Interest Periods
 (a)
    
    Unless the Bank agrees otherwise, an Interest Period must be a period of 7 days
or 14 days or a period of 1, 2, 3, 4, 5 or 6 months.
 (b)
    
    The relevant Borrower will select, and notify the Bank of, the Interest Period
for an Advance to be made to that Borrower in the Drawdown Notice.
 (c)
    
    The relevant Borrower will select, and notify the Bank of, each subsequent
Interest Period by written notice to the Branch that made the Advance by 10 am (local
time) at least 2 Business Days before the end of the previous Interest Period. If the
relevant Borrower fails to select a period or does not give correct notice, it will be
taken to have selected one of 3 months.
 4.4
    
    When Interest Periods begin and end
 (a)
    
    An Interest Period for an Advance begins:
 (i)
    
    in the case of the first Interest Period, on the Drawdown Date;
and
 (ii)
    
    in the case of each subsequent Interest Period, on the last day
of the previous Interest Period.
 (b)
    
    If an Interest Period would end on a day that is not a Business Day, then it
will end on the previous Business Day.
 (c)
    
    If an Interest Period begins on a date for which there is no corresponding date
in the month in which it is to end, it will end on the last Business Day of that month.
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(d)
    
    The relevant Borrower must select Interest Periods for Advances so that they do
not expire after the Repayment Date.
 5
    
    PAYMENT OBLIGATIONS5.1
    
    Interest and feesThe relevant Borrower of an Advance will, and Sims will procure that such Borrower will, pay
interest (in respect of that Advance) and fees as set out in this letter.Interest on an Advance will be paid in the currency of the Advance, to the Branch that made
the Advance and fees will be paid in Australian dollars to the Sydney Branch.
 5.2
    
    Rollovers
 (a)
    
    The Borrower of an Advance must repay it on the last day of its Interest
Period. However, if all or part of the Advance is to be redrawn in the same currency
for a further Interest Period, the amount of the Advance which is to be redrawn need
not be repaid at the end of that Interest Period except as follows.
 (b)
    
    The Borrower of an Advance may switch an Advance from one currency to another
at the end of an Interest Period, but only by repaying the Advance in the first
currency and redrawing it in the second currency. The ability of a Borrower to redraw
the Advance in the second currency will be subject to the other provisions of this
letter.
 5.3
    
    Repayments and prepayments
 (a)
    
    (repayments) The Borrower of each Advance will repay the amount lent in
accordance with clause 2.8 (Repayment) of this Letter of Offer, and in any event also
repay each Advance at the end of its Interest Period except to the extent it is being
redrawn.
 (b)
    
    (prepayments) At any time the relevant Borrower may prepay all or part of the
amount lent if it gives at least 5 Business Days prior written notice. Once given,
the prepayment notice is irrevocable and the Borrower is obliged to prepay in
accordance with the notice. Partial prepayments must be in multiples of A$5,000,000
(or, if in an Alternative Currency, multiples that comply with the minimum
denominations set out in clause 3.2 (Minimum Denominations). The Commitment is not
reduced by amounts prepaid.
 (c)
    
    (cleandown) If at any time the aggregate of the Equivalent Amount of all
Alternative Currency Advances and the amount of all Australian Dollar Advances (the
Current Aggregate) exceeds 110% of the Commitment, then, if required by written notice
from the Bank Sims must within the period stated in the notice (to the extent that it
has borrowed an Advance) repay, or ensure that a Borrower repays, an amount sufficient
to ensure that the Current Aggregate does not exceed the Commitment.
 (d)
    
    (break costs) If a Borrower repays an Advance during its Interest Period, it
must pay break costs as set out below in clause 7 (Break Costs).
 (e)
    
    (method of payment) Repayments and prepayments will be made in the currency of
the relevant Advance, to the relevant Branch that made the Advance or as otherwise
specified by the Bank.
 (f)
    
    (redraws) Amounts repaid or prepaid may be redrawn.
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5.4
    
    Method of paymentSims and the Borrowers will make all payments as specified by the Bank. In the absence of a
specific direction payments will be made to the Banks accounts as follows:
 USD
 (a)
    
    if in US$ (in respect of Advances made by the Sydney Branch) to the following
account (under reference Sims or as specified by the Bank)
 Bank:
    
    Citibank, New YorkAccount Name:
    
    National Australia BankAccount Number:
    
    10920636SWIFT:
    
    CITIUS33
 or such other account from time to time notified in writing by the Bank.(b)
    
    if in US$ (in respect of Advances made by the Offshore Banking Unit) to the
following account (under reference Sims or as specified by the Bank); or
 Bank:
    
    Citibank NA, New YorkAccount Name:
    
    National Australia Bank Ltd. (Offshore Banking Unit)Account Number:
    
    36244285SWIFT:
    
    CITIUS33
  GBP
 (a)
    
    if in GBP (in respect of Advances made by the Sydney Branch) to the following
account (under reference Sims or as specified by the Bank); or
 Bank:
    
    Royal Bank of Scotland, LondonAccount Name:
    
    National Australia BankAccount Number:
    
    12231081SWIFT:
    
    RBOSGB2L
 or such other account from time to time notified in writing by the Bank.(b)
    
    if in GBP (in respect of Advances made by the Offshore Banking Unit) to the
following account (under reference Sims or as specified by the Bank); or
 Bank:
    
    National Australia Bank Ltd, LondonAccount Name:
    
    National Australia Bank Ltd. (Offshore Banking Unit)Account Number:
    
    3000-077801-590SWIFT:
    
    NATAGB2L
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Euro
 (a)
    
    if in euro (in respect of Advances made by the Sydney Branch) to the following
account (under reference Sims or as specified by the Bank); or
 Bank:
    
    Deutsche Bank, FrankfurtAccount Name:
    
    National Australia Bank LimitedAccount Number:
    
    950 3954 10SWIFT:
    
    DEUTDEFF
 or such other account from time to time notified in writing by the Bank.(b)
    
    if in euro (in respect of Advances made by the Offshore Banking Unit) to the
following account (under reference Sims or as specified by the Bank); or
 Bank:
    
    Deutsche Bank AG, FrankfurtAccount Name:
    
    National Australia Bank Ltd. (Offshore Banking Unit)Account Number:
    
    9504432SWIFT:
    
    DEUTDEFF
 or such other account from time to time notified in writing by the Bank.(c)
    
    if in Australian dollars, to the following account (or as specified by the
Bank); or
 Bank:
    
    National Australia BankAccount Name:
    
    OSA  Lending Administration  NSWBSB:
    
    082-036Account Number:
    
    79-172-6392
  6
    
    EXTERNAL CIRCUMSTANCES6.1
    
    Alternative Currency impracticabilityIf in the Banks opinion:
 (a)
    
    there is any change in applicable law or any change in national or
international financial, political or economic conditions, currency availability,
exchange rates or exchange contracts which make it impractical for a particular Advance
to be denominated in the selected Alternative Currency during an Interest Period; or
 (b)
    
    any necessary government approval is not obtained,
   (c)
    
    if the relevant Drawdown Notice requested that the Advance be made in
Australian dollars if the relevant Alternative Currency was unavailable, or
 (d)
    
    Sims and the Bank agree,
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the Advance will be made in Australian dollars. Otherwise, the Drawdown Notice will be
cancelled.6.2
    
    Market Disturbance
 (a)
    
    (Disturbance Notice) The Bank may give a notice (a Disturbance Notice) to Sims
at any time (Disturbance Notice Date) if the Bank forms the view that market conditions
in the relevant financial market for the currency concerned are seriously disturbed,
including without limitation as a result of the conditions described in this clause 6.2
(Market Disturbance).
 (b)
    
    (Market Disturbance Premium) If the Bank gives a Disturbance Notice as a result
of circumstances where, in the Banks opinion:
 (i)
    
    adequate and fair means are not available for fixing the Base
Rate in respect of AUD or any Alternative Currency, or
 (ii)
    
    the cost to the Bank of obtaining deposits in the relevant
financial market or other funds to fund an Advance exceeds the Base Rate,
 Market Disturbance Premium
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(c)
    
    (Alternative Arrangements) If the Bank gives a Disturbance Notice as a result
of circumstances where, in the Banks opinion:
 (i)
    
    because of national or international financial, political or
economic circumstances or exchange rates or exchange controls it is impractical
for it to fund or continue to fund the Advance for the Interest Period; or
 (ii)
    
    deposits in the currency concerned are not available in the
ordinary course of business to the Bank in the relevant financial market, and
the Disturbance Notice relates to an Advance which has not been made,
 then the Banks obligations to make the Advance shall be suspended while it and Sims
negotiate alternative arrangements. If they reach agreement within 30 days, those
alternative arrangements will apply. If they do not reach agreement within that
period, the Bank will be released from its obligations to make the Advance.(d)
    
    (Alternative Basis) If the Disturbance Notice given under paragraph (c) relates
to an Advance which has been made, the Bank will maintain the Advance, and will within
30 days after giving the Disturbance Notice notify Sims of an alternative basis
(Alternative Basis) for maintaining the Advance.Sims will comply with the Alternative Basis. The Bank and Sims will consult monthly
while the Alternative Basis is in force, and if the circumstances which justified
the establishment of the Alternative Basis cease to apply, the Bank will revoke the
Alternative Basis as promptly as practicable.An Alternative Basis may include, in the Banks absolute discretion:
 (i)
    
    alternative currencies;
 (ii)
    
    alternative Interest Periods; or(iii)
    
    alternative methods of fixing the interest rate.
 7
    
    BREAK COSTSIf for any reason a Borrower repays an amount of an Advance during an Interest Period,
then it must pay an amount certified by the Bank to be its break costs within 2 Business
Days of demand. The Banks break costs are the amount determined by it to be the costs
incurred by it (including loss of margin, and the cost of liquidating or redeploying
deposits), by reason of the repayment of the Advance.8
    
    GOVERNING LAW & JURISDICTIONThis letter is governed by New South Wales law. Sims and the Borrowers accept the
non-exclusive jurisdiction of the courts having jurisdiction there.9
    
    INTERPRETATION9.1
    
    DefinitionsAcceptance Datehas the meaning given in clause 1 of this Letter of Offer.Advancemeans the outstanding principal amount of a drawdown made under the Facility.
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Alternative Currency
 (a)
    
    US dollars, Pounds Sterling or euro; or(b)
    
    any other currency (excluding Australian dollars) agreed by the Bank in its
absolute discretion which is freely transferable and convertible into US dollars.
 A$ AUD Australian dollars
 Availability Period
 Base Rate
 (a)
    
    in relation to Australian dollars, BBR;(b)
    
    in relation to US dollars and Pounds Sterling, LIBOR;(c)
    
    in relation to euro, EURIBOR; and(d)
    
    in relation to other Alternative Currencies, the rate notified by the Bank to
Sims or the Borrower as the Banks funding rate for making loans in the currency
concerned for the relevant Interest Period.
 BBR
 (a)
    
    the average bid rate for the relevant tenor described above is not displayed by
10.30 am on that day or if it is displayed but there is an obvious error in that rate,
BBR means the rate set by the Bank in good faith at approximately 10.30 am on that day,
having regard, to the extent possible, to the rates otherwise bid for Bills of that
tenor at or around that time (including any displayed on the BBSW page of the Reuters
Monitor System). The rate set by the Bank must be expressed as a percentage rate per
annum and be rounded up to the nearest fourth decimal place; or(b)
    
    the basis on which those rates are displayed is changed to one which, in the
Banks opinion, does not reflect its cost of funding the Advance, then BBR will be the
rate calculated by the Bank as its cost of raising deposits in Australian Dollars for a
term comparable to the Interest Period from leading banks in the Australian Interbank
Market.
 Branch
 Business Day
 (a)
    
    for Advances made by the Offshore Banking Unit a weekday:
 (i)
    
    on which the relevant financial markets are open in Melbourne;
 (ii)
    
    on which the Offshore Banking Unit is open at its address in
Melbourne;(iii)
    
    (in relation to any date for payment or purchase of a currency
other than euro) on which banks are open for business in the principal
financial centre for the relevant currency; and(iv)
    
    (in relation to any date for payment or purchase of euro) which
is also a TARGET Day;
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(A)
    
    Melbourne; or
 (B)
    
    the country of the currency of the Advance; and
 (b)
    
    for Advances made by Sydney Branch a weekday:
 (i)
    
    on which the relevant financial markets are open in Sydney;(ii)
    
    on which the Sydney Branch is open at its address in Sydney;(iii)
    
    (in relation to any date for payment or purchase of a currency
other than euro) on which banks are open for business in the principal
financial centre for the relevant currency; and(iv)
    
    (in relation to any date for payment or purchase of euro) which
is also a TARGET Day;
   Commitment
 Disturbance Notice
 Drawdown Date
 Drawdown Notice
 Equivalent Amount
 Extension Request
 EURIBOR
 (a)
    
    the percentage rate per annum determined by the Banking Federation of the
European Union for Euro and the relevant period displayed on the EURIBOR page of the
Reuters screen; or
 (b)
    
    subject to the final paragraph below, if the screen rate specified in paragraph
(a) above is not available for the period of the Advance, the arithmetic mean of the
rates (rounded upwards to four decimal places) as supplied to the Bank at its request
quoted by at least three Reference Banks to leading banks in the European inter-bank
market,
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euro 
 Facility
 Interest Payment Date
 Interest Period
 Interest Rate
 LIBOR
 Offshore Banking Unit
 Original Dollar Amount
 Participating Member State
 Pounds Sterling Sterling British pound GBP £
 Reference Banks
 (a)
    
    BNP Paribas;(b)
    
    Calyon;(c)
    
    HSBC Bank plc; and(d)
    
    The Royal Bank of Scotland plc.
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Repayment Datehas the meaning given in clause 2.6 of this Letter of Offer.Standard Termshas the meaning given to that phrase in clause 1.1 of this Letter of Offer.Sydney Branchmeans the Sydney Branch of the Bank.TARGETmeans Trans-European Automated Real-Time Gross Settlement Express Transfer payment
system.TARGET Daymeans any day on which TARGET is open for the settlement of payments in euro.United States dollars, USDor US$refer to the lawful currency of the United States of
America.9.2
    
    Interaction with the Standard Terms
 (a)
    
    Each Borrower acknowledges that this is a Bank Document for the purposes of the
Standard Terms.
 (b)
    
    On execution of this Letter of Offer, the provisions of the Standard Terms
(subject to paragraph (d) below) are incorporated into this Letter of Offer.
 (c)
    
    A term which has a defined meaning (including by reference to another document)
in the Standard Terms has the same meaning when used in this Letter of Offer unless it
is expressly defined in this Letter of Offer, in which case the meaning in this Letter
of Offer prevails.
 (d)
    
    Where a conflict arises between a provision of the Standard Terms and this
Letter of Offer, the Standard Terms will prevail unless the provision in this Letter of
Offer includes words substantially to the effect of Despite the terms of the Standard
Terms, in which case the relevant provision of this Letter of Offer prevails.
  
 [*] Confidential Treatment Requested
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SCHEDULE 1  ORIGINAL BORROWER
 jurisdiction ofincorporation / registration /NAME OF COMPANY
    
    corporation number
    
    organisationSims Metal Management Limited
    
    ACN 114 838 630

ABN 69 114 838 630
    
    AustraliaSims Group Australia Holdings Limited
    
    ACN 008 634 526

ABN 37 008 634 526
    
    AustraliaSims Group UK Limited
    
    
    3242331
    
    
    United KingdomSims Group UK Holdings Limited
    
    
    2904307
    
    
    United KingdomMirec BV
    
    
    17073024
    
    
    The NetherlandsSims Recycling Solutions AB
    
    
    N/A
    
    
    SwedenSims Group USA Corporation
    
    
    N/A
    
    
    DelawareSims Group Global Trade Corporation
    
    
    N/A
    
    
    DelawareNorth Carolina Resource Conservation, LLC
    
    
    N/A
    
    
    North CarolinaSims Group USA Holdings Corporation
    
    
    N/A
    
    
    DelawareSchiabo Larovo Corporation
    
    
    N/A
    
    
    DelawareSimsmetal East LLC
    
    
    N/A
    
    
    DelawareSimsmetal West LLC
    
    
    N/A
    
    
    DelawareMetal Management, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Alabama, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Arizona, L.L.C.
    
    
    N/A
    
    
    ArizonaMetal Management Connecticut, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Memphis, L.L.C.
    
    
    N/A
    
    
    TennesseeMetal Management Midwest, Inc.
    
    
    N/A
    
    
    IllinoisMetal Management Mississippi, Inc.
    
    
    N/A
    
    
    DelawareMetal Management Northeast, Inc.
    
    
    N/A
    
    
    New JerseyMetal Management Ohio, Inc.
    
    
    N/A
    
    
    OhioMetal Management West, Inc.
    
    
    N/A
    
    
    ColoradoProler Southwest LP
    
    
    N/A
    
    
    TexasMetal Dynamics Detroit LLC
    
    
    N/A
    
    
    Delaware
 [*] Confidential Treatment Requested
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SCHEDULE 2  FORM OF DRAWDOWN NOTICE
 TO:
    
    National Australia Bank Limited
Level 24
255 George Street
Sydney NSW 2000
Fax: +61 2 9237 1888Attention: Director, Industrials[in the case of an Alternative Currency] with a copy to:National Australia Bank Limited
Transaction Management Group
Level 31
500 Bourke Street
Melbourne Victoria 3000
Fax: +61 3 8641 3590
Email: tmg@nab.com.auAttention: Lisa Allen
 [Date]
 Drawdown Notice  A$100,000,000.00 Multicurrency Revolving Floating Rate Cash Advance Facility 
Letter Of Offer Dated [] March 2009 between National Australia Bank Limited, Sims Metal
Management Limited and Others (Facility Letter)
  1
  (a)
    
    the requested Drawdown Date is [      ];(b)
    
    the amount of the proposed drawdown is2 A$[*] / GBP [*] / USD [*] / EURO [*] /
[other Alternative Currency] [*] on [a Business Day]3;(c)
    
    with an initial Interest Period of [     ]4
      
 1
    
    All items must be completed.2
    
    The amount of the proposed drawdown must be a
minimum amount as specified in clause 3.2 (Minimum Denominations) of the
Facility Letter, with an integral multiple of the amount specified in that same
clause.3
    
    Must be a Business Day within the Availability
Period.4
    
    Must be an Interest Period as set out in
clause 4.3 (Notification of Interest Periods) of the Facility Letter. [*] Confidential Treatment Requested
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[*] Confidential Treatment Requested
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SCHEDULE 3  MANDATORY COST FORMULAE
 1.
    
    The Mandatory Cost is an addition to the interest rate to compensate lenders for the cost
of compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.2.
    
    On the first day of each Interest Period (or as soon as possible thereafter) the Bank shall
calculate, as a percentage rate, a rate (the Additional Cost Rate) in accordance with the
paragraphs set out below.3.
    
    The Additional Cost Rate will be calculated as follows:
 (a)
    
    in relation to a sterling Advance:
 
 (b)
    
    in relation to an Advance in any currency other than sterling:
 
  A
    
    is the percentage of Eligible Liabilities (assuming these to be
in excess of any stated minimum) which the Bank is from time to time required
to maintain as an interest free cash ratio deposit with the Bank of England to
comply with cash ratio requirements.B
    
    is the percentage rate of interest (excluding the Margin and
the Mandatory Cost) payable for the relevant Interest Period on the Advance.C
    
    is the percentage (if any) of Eligible Liabilities which the
Bank 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 Bank on interest bearing Special Deposits.E
    
    is the rate of charge payable by the Bank to the Financial
Services Authority pursuant to the Fees Regulations (but, for this purpose,
ignoring any minimum fee required pursuant to the Fees Regulations) and
expressed in pounds per £1,000,000 of the Fee Base of that Lender.
  (a)
    
    Eligible Liabilitiesand Special Depositshave the meanings given to them
from time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;
 (b)
    
    Fees Regulationsmeans the Banking Supervision (Fees) Regulations 1999 or
such other law or regulation as may be in force from time to time in respect of the
payment of fees for banking supervision; and
 (c)
    
    Fee Basehas the meaning given to it, and will be calculated in accordance
with, the Fees Regulations.
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4.
    
    In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.5.
    
    If, in the reasonable opinion of the Bank, the above formulae or definitions are incorrect
or erroneous or inapplicable, the Bank is entitled by notice to Sims to change the relevant
formulae or definitions so as to ensure that the Additional Cost Rate is sufficient to
compensate the Bank for the cost of compliance with (a) the requirements of the Bank of
England, 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 (or
any other authority which replaces all or any of its function).6.
    
    Bank may from time to time, after consultation with Sims determine and notify to Sims any
amendments which are required to be made to this attachment in order to comply with any change
in law, regulation or any requirements from time to time imposed by the Bank of England, the
Financial Services Authority or the European Central Bank (or, in any case, any other
authority which replaces all or any of its functions) and any such determination shall, in the
absence of manifest error, be conclusive and binding on Sims and the Borrowers.
 [*] Confidential Treatment Requested
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Signed  Sims Metal Management Limited
 Signature of director
    
    Signature of director/secretaryName of director (please print)
    
    Name of director/secretary (please print)
 [*] Confidential Treatment Requested




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Signed  Sims Group Australia Holdings Limited
 Signature of director
    
    Signature of director/secretaryName of director (please print)
    
    Name of director/secretary (please print)
 [*] Confidential Treatment Requested




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Signed  Sims Group UK Limited
 Signature of director
    
    Signature of director/secretaryName of director (please print)
    
    Name of director/secretary (please print)
 [*] Confidential Treatment Requested




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Signed  Sims Group UK Holdings Limited
 Signature of director
    
    Signature of director/secretaryName of director (please print)
    
    Name of director/secretary (please print)
 [*] Confidential Treatment Requested




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Signed  Mirec BV
 Signature of director
    
    Signature of director/secretaryName of director (please print)
    
    Name of director/secretary (please print)
 [*] Confidential Treatment Requested




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Signed  Sims Recycling Solutions AB
 Signature of director
    
    Signature of director/secretaryName of director (please print)
    
    Name of director/secretary (please print)
 [*] Confidential Treatment Requested




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Executed  Sims Group USA Corporation
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Sims Group Global Trade Corporation
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  North Carolina Resource Conservation, LLC
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Sims Group USA Holdings Corporation
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Schiabo Larovo Corporation
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Simsmetal East LLC
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Simsmetal West LLC
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management, Inc.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management Alabama, Inc.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management Arizona, L.L.C.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management Connecticut, Inc.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management Memphis, L.L.C.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management Midwest, Inc.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management Mississippi, Inc.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management Northeast, Inc.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management Ohio, Inc.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Management West, Inc.
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Proler Southwest LP
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested




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Executed  Metal Dynamics Detroit LLC
 Signature of officerName of officer (please print)
 [*] Confidential Treatment Requested