Exhibit 4.10
 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.
 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
   SIMS GROUP USA HOLDINGS CORPORATION,
  CERTAIN AFFILIATES
  BANK OF AMERICA, N.A.
  
 
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TABLE OF CONTENTS
 Section
    
    PageARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
    
    21.01 Defined Terms
    
    21.02 Other Interpretive Provisions
    
    121.03 Transaction Documents
    
    131.04 Exchange Rates; Currency Equivalents
    
    131.05 Additional Alternative Currencies
    
    131.06 Change of Currency
    
    141.07 Times of Day
    
    141.08 Letter of Credit Amounts
    
    14ARTICLE II. THE COMMITMENT AND CREDIT EXTENSIONS
    
    142.01 Loans
    
    142.02 Borrowings, Conversions and Continuations of Loans
    
    152.03 Letters of Credit
    
    162.04 Prepayments
    
    222.05 Review and renewal of Commitment
    
    232.06 Termination or Reduction of Commitment
    
    242.07 Repayment of Loans
    
    252.08 Interest
    
    252.09 Fees
    
    262.10 Computation of Interest and Fees
    
    262.11 Evidence of Debt
    
    262.12 Payments Generally
    
    272.13 Designated Borrowers
    
    27ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
    
    283.01 Inability to Determine Rates
    
    283.02 Reserves on Eurocurrency Rate Loans
    
    29ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    304.01 Conditions of Initial Credit Extension
    
    304.02 Conditions to all Credit Extensions
    
    31ARTICLE V. REPRESENTATIONS AND WARRANTIES
    
    31ARTICLE VI. AFFIRMATIVE and negative COVENANTS
    
    31ARTICLE VII. EVENTS OF DEFAULT AND REMEDIES
    
    327.01 Events of Default
    
    327.02 Effect of Event of Default or U.S. Bankruptcy Filing
    
    327.03 Application of Funds
    
    33ARTICLE VIII. MISCELLANEOUS
    
    338.01 Amendments, Etc
    
    338.02 Damage Waiver
    
    338.03 Payments Set Aside
    
    348.04 Successors and Assigns
    
    348.05 Interest Rate Limitation
    
    358.06 Counterparts; Integration; Effectiveness
    
    36
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Section
    
    Page8.07 Severability
    
    368.08 Governing Law; Jurisdiction; Etc.
    
    368.09 Waiver of Jury Trial
    
    378.10 USA PATRIOT Act Notice
    
    378.11 Time of the Essence
    
    388.12 Amendment and Restatement
    
    38SCHEDULES1.01 Mandatory Cost Formulae1.02 Key Terms Schedule10.02 Lenders Office; Certain Addresses for NoticesEXHIBITSForm ofA            Loan NoticeB            NoteC            Designated Borrower Request and Assumption AgreementD            Designated Borrower NoticeE            Renewal Notice
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 Agreement Company Global Trade HNE Recycling HNW Recycling SHN East SHN
West Sims USA Metal Management MM Dynamics MM Ohio SMM  North America MM West Coast MM Proler Southwest MM Southwest GP Naporano MM
Northeast MM New
Haven MM Alabama MM Arizona SMM New
England MM Indiana MM Memphis MM Mississippi MM Pittsburgh MM West NY Recycling Proler Southwest Reserve Metal Dynamics MD Detroit TH Properties SRS Holdings
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Section 2.13 Designated Borrowers Borrowers Borrower Lender
 Prior
Credit Agreement
    ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
 1.01 Defined Terms
 Affiliate
 Agreement
 Alternative Currency Section 1.05
 Alternative Currency Equivalent
 Alternative Currency Reserve
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Applicable Margin provided however
 Applicable Time
 Applicant Borrower Section 2.13
 Approved Fund
 Australian Dollar AU$
 Availability Period
 Base Rate [*] [*]
 Base Rate Loan
 Borrower Borrowers
 Business Day
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Cash Collateralize Section 2.03(f)
 Closing Date Section
4.01
 Commitment
 Commitment Fee Section 2.09(a) of this
Agreement.
 Common Terms Deed
 Company
 Control
 Credit Extension
 Debtor Relief Laws
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Default Rate plus plus provided however plus plus
 Designated Borrower
 Designated Borrower Notice Section 2.13
 Designated Borrower Request and Assumption Agreement Section 2.13
 Dollar $
 Dollar Equivalent
 Domestic Affiliate
 Eligible Assignee provided
 EMU
 EMU Legislation
 Euro EUR
 Eurocurrency Fixed Rate BBA LIBOR
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Eurocurrency Fixed Rate Loan
 Eurocurrency Floating Rate BBA LIBOR
 Eurocurrency Floating Rate Loan
 Eurocurrency Rate
 Eurocurrency Rate Loan
 Eurocurrency Unavailability Period Section
3.01
 Event of Default Section 7.01
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Federal Funds Rate provided
 Fund
 Gearing Ratio
 Honor Date Section 2.03(c)(i)
 Interest Payment Date provided however
 Interest Period provided
    ISP
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Issuer Documents
 Key Terms Schedule Schedule 1.02
 Laws
 L/C Credit Extension
 L/C Obligations plus Section
1.08
 Lending Office Schedule 10.02
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date
 Letter of Credit Fee Section 2.03(h)
 Letter of Credit Sublimit
 Loan Section 2.01
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Loan Notice Section 2.02(a) Exhibit A
 Mandatory Cost Schedule 1.01
 Maturity Date Section 2.05
 Note Exhibit B
 Obligations
 Outstanding Amount
 Participant Section 8.04(c)
 Participating Member State
 Person
 Prime Rate
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Related Parties
 Renewal Notice Section 2.05(a) Exhibit E
 Request for Credit Extension
 Responsible Officer Article II
 Revaluation Date Section 2.02
 Same Day Funds
 Special Notice Currency
 Spot Rate
 http://www.ny.frb.org/markets/fxrates/tenAm.cfm
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provided
 provided provided further
 Sterling £
 Subsidiary
 TARGET Day
 Transaction Documents
 Transaction Parties
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Total Outstandings
 Type
 United States U.S.
 Unreimbursed Amount Section 2.03(c)(i)
 1.02 Other Interpretive Provisions
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1.03 Transaction Documents
  1.04 Exchange Rates; Currency Equivalents.
    1.05 Additional Alternative Currencies.
 provided
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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
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provided however provided further Section 2.01 Section 2.04 Section
2.01
 2.02 Borrowings, Conversions and Continuations of Loans.
 Section 2.02(a) Section 2.03(c) provided however
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Section 4.02 Section 4.01 provided however
  provided however
  2.03 Letters of Credit.
 The Letter of Credit Commitment
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provided provided further
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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit
   Auto-Extension Letter of Credit provided provided however
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Section 2.03(a)
  Drawings and Reimbursements
 Honor Date Unreimbursed
Amount Section 2.02 Section 4.02
  Obligations Absolute
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Role of Lender provided however Section 2.03(d) provided however
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Cash Collateral
     Applicability of ISP and UCP
 Letter of Credit Fees Letter of Credit Fee
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times Section 1.08
 Documentary and Processing Charges Payable to Lender
 Conflict with Issuer Documents
 Letters of Credit Issued for Designated Borrowers
 2.04 Prepayments.
 provided
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provided however Section 2.03(f)(ii) Section 2.04(b)
 2.05 Review and renewal of Commitment
 Existing Maturity Date New
Maturity Date
 Section 2.05(a)
 Section 2.05(a) Revised Terms Section 2.05(a)
 Section
2.05(a)
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Section 2.05(d)(ii)
 Section 2.05(a)
 Section 2.05(a)
    Section 2.05(a)
  Section 2.05(a)
 Section
2.05(a)
 2.06 Termination or Reduction of Commitment provided
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plus
 2.07 Repayment of Loans
 2.08 Interest.
 plus plus plus plus plus
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2.09 Fees Section
2.03
 Commitment Fee times Article IV
 [*]
 Other Fees
 2.10 Computation of Interest and Fees provided Section 2.12
 2.11 Evidence of Debt
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2.12 Payments Generally
 2.13 Designated Borrowers.
  Applicant Borrower Exhibit C Designated Borrower Request and Assumption Agreement Exhibit D Designated Borrower Notice
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provided
 Section 2.13
 provided
 ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
 3.01 Inability to Determine Rates.
 Eurocurrency Floating Rate
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Eurocurrency Fixed Rate
 3.02 Reserves on Eurocurrency Rate Loans.
 Additional Reserve Requirements Eurocurrency liabilities provided
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ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 4.01 Conditions of Initial Credit Extension
       Sections 4.02(a) (b)
   plus provided
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4.02 Conditions to all Credit Extensions
 Article V of this
Agreement
   Section
2.13
  Sections 4.02(a) (b)
 ARTICLE V.
REPRESENTATIONS AND WARRANTIES
  ARTICLE VI.
AFFIRMATIVE AND NEGATIVE COVENANTS
 6.01 Covenants in Common Terms Deed.
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ARTICLE VII.
EVENTS OF DEFAULT AND REMEDIES
 7.01 Events of Default
 7.02 Effect of Event of Default or U.S. Bankruptcy Filing
    Section 7.02(a)(i)
 Section 7.02(c) Section 7.02(a)(i)
 Section 7.02(a)(i)
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7.03 Application of Funds Section 7.02 Section 7.02(a)
 ARTICLE VIII.
MISCELLANEOUS
 8.01 Amendments, Etc
 8.02 Damage Waiver.
 Waiver of Consequential Damages, Etc
 Payments
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Survival
 8.03 Payments Set Aside
 8.04 Successors and Assigns.
 Successors and Assigns Generally
 Assignments by Lender Sections 3.02 8.02 8.03
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Participations Participant provided provided Section 3.02
 Limitations Upon Participant Rights Section 3.02
 Certain Pledges provided
 8.05 Interest Rate Limitation Maximum
Rate
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8.06 Counterparts; Integration; Effectiveness Section 4.01
 8.07 Severability
 8.08 Governing Law; Jurisdiction; Etc.
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
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WAIVER OF VENUE
 SERVICE OF PROCESS
 8.09 Waiver of Jury Trial
 8.10 USA PATRIOT Act Notice Act
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8.11 Time of the Essence
 8.12 Amendment and Restatement
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IN WITNESS WHEREOF,
 SIMS GROUP USA HOLDINGS
CORPORATION, formerly known as Sims Hugo
Neu CorporationBy:
    /s/ Myles PatridgeName:
    Myles PatridgeTitle:
    Exec V.P. & CCOSIMS GROUP GLOBAL TRADE

CORPORATIONBy:
    /s/ Myles PatridgeName:
    Myles PatridgeTitle:
    Exec V.P. & CCOHNE RECYCLING LLCBy:
    /s/ Myles PatridgeName:
    Myles PatridgeTitle:
    Exec V.P. & CCOHNW RECYCLING LLCBy:
    /s/ Myles PatridgeName:

Myles PatridgeTitle:

Exec V.P. & CCO [*] Confidential Treatment Requested
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SIMSMETAL EAST LLCBy:
    /s/ Myles PatridgeName:
    Myles PatridgeTitle:
    Exec V.P. & CCOSIMSMETAL WEST LLCBy:
    /s/ Myles PatridgeName:
    Myles PatridgeTitle:
    Exec V.P. & CCOSIMS GROUP USA CORPORATIONBy:
    /s/ Myles PatridgeName:
    Myles PatridgeTitle:
    Exec V.P. & CCOMETAL MANAGEMENT, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P. [*] Confidential Treatment Requested
 40




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MM METAL DYNAMICS HOLDINGS, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL MANAGEMENT MIDWEST, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL MANAGEMENT OHIO, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P. [*] Confidential Treatment Requested
 41




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SMM  NORTH AMERICA TRADE
CORPORATION, formerly known as Metal
Management S&A Holdings, Inc.By:
    /s/ Robert C. LarryName:

Robert C. LarryTitle:

V.P.METAL MANAGEMENT WEST COAST
HOLDINGS, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL MANAGEMENT PROLER
SOUTHWEST, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.PROLER SOUTHWEST GP, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P. [*] Confidential Treatment Requested
 42




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NAPORANO IRON & METAL, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL MANAGEMENT NORTHEAST, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL MANAGEMENT NEW HAVEN, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.CIM TRUCKING, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P. [*] Confidential Treatment Requested
 43




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METAL MANAGEMENT ALABAMA, INC.By:Name:Title:METAL MANAGEMENT ARIZONA, L.L.C.
    By:
    /s/ Robert C. Larry
    
Name:
        Robert C. LarryTitle:
    V.P.SMM NEW ENGLAND CORPORATION,
formerly known as Metal Management 
Connecticut,
Inc.By:Name:Title: [*] Confidential Treatment Requested
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METAL MANAGEMENT INDIANA, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL MANAGEMENT MEMPHIS, L.L.C.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL MANAGEMENT MISSISSIPPI, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL MANAGEMENT PITTSBURGH, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P. [*] Confidential Treatment Requested
 45




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METAL MANAGEMENT WEST, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.NEW YORK RECYCLING VENTURES, INC.By:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.PROLER SOUTHWEST LPBy:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.RESERVE IRON & METAL LIMITED
PARTNERSHIPBy:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P. [*] Confidential Treatment Requested
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METAL DYNAMICS LLCBy:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.METAL DYNAMICS DETROIT LLCBy:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    V.P.TH PROPERTIES LLC, formerly known as
Metal Dynamics Indianapolis LLCBy:
    /s/ Robert C. LarryName:
    Robert C. LarryTitle:
    
    V.P.SIMS RECYCLING SOLUTIONS HOLDINGS
INC.By:
    /s/ Darrell StoecklinName:
    Darrell StoecklinTitle:
    CFO [*] Confidential Treatment Requested
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BANK OF AMERICA, N.A.By:
    /s/ Timothy G. HolsappleName:
    Timothy G. HolsappleTitle:
    Senior Vice President [*] Confidential Treatment Requested
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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 [*]

100 - (A+C)
    
    per cent per annum
 (b)
    
    in relation to any Loan in any currency other than Sterling:
 E x [*]

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
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of Section 2.08(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.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.
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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 any of its functions) and any such
determination shall, in the absence of manifest error, be conclusive and binding on all
parties hereto.
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SCHEDULE 1.02
 KEY TERMS SCHEDULE
 Commitment
    $
    200,000,000.
 Eurocurrency Rate LoansStandby Letters ofApplicable Margin
    
    Pricing Level
    
    
    Gearing Ratio
    
    
    Commitment Fee
    
    
    Credit
    
    
    Base Rate Loans[*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]Maturity Date
    
    The date which is three years after the date of the Common Terms Deed.
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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.
    
    
    34-0901723SMM  North America Trade Corporation
    
    
    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.
    
    
    86-0819529SMM New England Corporation
    
    
    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
    
    
    20-8827974TH Properties LLC
    
    
    20-8828030Sims Recycling Solutions Holdings Inc.
    
    
    36-4002401
 [*] Confidential Treatment Requested
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LENDER:
 (for payments and Requests for Credit Extensions):
 
 Attention:
    
    Hussin T. BaigTelephone:
    
    (925) 675-7659Telecopier:
    
    (888) 264-0966Electronic Mail:
    
    rhussin.baig@baml.com
 Lenders Domestic Wire Instructions
 Bank Name:
    
    Bank of America NA NY NYABA/Routing No.:
    
    026009593Account Name:
    
    Credit Services WestAccount No.:
    
    3750836479Attention:
    
    Hussin T. BaigReference:
    
    Sims Group USA Holdings Corporation
 Lenders Foreign Wire Instructions
 Currency:
    
    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 Instructions
 Currency:
    
    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
 [*] Confidential Treatment Requested
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Lenders Foreign Wire Instructions
 Currency:
    
    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 Instructions
 Currency:
    
    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:
 Attention:
    
    Timothy G. HolsappleSenior Vice PresidentTelephone:
    
    (206) 358-3130Facsimile:
    
    (206) 358-3971Electronic Mail:
    
    tim.holsapple@baml.com
 [*] Confidential Treatment Requested
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EXHIBIT A
 FORM OF LOAN NOTICE
    Agreement Company
 Applicable Designated Borrower
 o A Borrowing of Loans
    
    o A conversion or continuation of Loans
 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 Fixed Rate Loans: with an Interest Period of _________ months.6.
    
    On behalf of _____________________________________ [insert name of applicable Designated
Borrower].
 Section 2.01
 SIMS GROUP USA HOLDINGS CORPORATION, formerly known
as Sims Hugo Neu CorporationBy:Name:Title: [*] Confidential Treatment Requested
 56




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EXHIBIT B
 FORM OF NOTE
 $__,000,000
    
    [___________, _____]
 Borrower Lender Agreement
     [*] Confidential Treatment Requested
 57




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[BORROWER / APPLICABLE DESIGNATED BORROWER]By:Name:Title: [*] Confidential Treatment Requested
 58




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EXHIBIT C
 FORM OF DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT
    Section 2.13 Credit Agreement Company Lender
 Designated Borrower
 Section 2.13
   Section 2.13
 [*] Confidential Treatment Requested
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IN WITNESS WHEREOF
 [DESIGNATED BORROWER]By:Name:Title:SIMS GROUP USA HOLDINGS
CORPORATION, formerly known
as Sims Hugo Neu CorporationBy:Name:Title: [*] Confidential Treatment Requested
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EXHIBIT D
 FORM OF DESIGNATED BORROWER NOTICE
    Section 2.13 Credit Agreement Company Lender
   BANK OF AMERICA, N.A.By:Name:Title: [*] Confidential Treatment Requested
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EXHIBIT E
 FORM OF RENEWAL NOTICE
   [ insert relevant name ]
  Credit Agreement Company Lender
 Section 2.05(a) t Existing Maturity Date New Maturity Date
     Section 1.01
  [*] Confidential Treatment Requested
 62




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BANK OF AMERICA, N.A.By:Name:Title:  SIMS GROUP USA HOLDINGS CORPORATION, formerly known
as Sims Hugo Neu CorporationBy:Name:Title: [*] Confidential Treatment Requested
 63